All posts by George Wilson

A New “Dear CFO” Letter – Securities Offerings and Price Volatility

Hot Topic, Reporting

It has been a while since CorpFin issued a “Dear CFO” letter.  These sample comment letters, which historically started with the salutation “Dear CFO,” advise companies about rapidly emerging disclosure and accounting concerns.  On February 8, 2021, with an update in the salutation to “Dear Issuer,” the staff issued this “Sample Letter to Companies Regarding Securities Offerings During Times of Extreme Price Volatility.”

Among the issues the sample letter addresses are:

  • Providing an appropriate description of the volatility of the company’s stock price,
  • Including risk factors addressing price volatility, and
  • Explaining the effects of a potential “short squeeze” on investors.

In these times of volatility and change it will be interesting to see how many “Dear Issuer” letters the SEC promulgates.

As always, your thoughts and comments are welcome!

Where to Place the Performance Graph? A Filed Versus Furnished Example

10-K Tips, Reporting, Uncategorized

A frequent question in our SEC Reporting Skills Workshop is “What the heck is going on with the performance graph required by S-K Item 201(e)?”  This question stems from a bit of history about the performance graph, an obscure instruction, and the distinction between furnished and filed documents.

(Spoiler alert:  The graph is not required in Form 10-K and can be furnished in the annual report to shareholders.)

S-K 201(e) requires a five-year line graph comparing the annual percentage change in the registrant’s cumulative total shareholder return on a class of common stock with the cumulative total return of a broad equity market index and a published industry, line-of-business or peer index.  You can read all the details of the requirement here.

Here is an example of the graph from Coca Cola’s 2019 Form 10-K.

Picture1

 

Where to place the graph turns out to be a murky question.  Originally, this graph was a required proxy disclosure.  Several years ago, when the SEC expanded the proxy executive compensation disclosures, they proposed to remove the graph.  Several commenters on the proposal asked the SEC to retain the requirement, stating that it provided valuable information.  The SEC did not want to include the graph in the proxy for a variety of reasons.  As a compromise, the Final Rule added the graph to S-K Item 201.  What the Final Rule did not do was require the graph in Form 10-K.

This is where the filed versus furnished question arises.  Historically, the graph was not filed information.  It was simply furnished in the proxy.  If the SEC had required the graph in Form 10-K it would have become filed information and subject to the 1934 Act’s liability provisions for filed information.  To keep this from happening, the SEC added the following instruction to S-K Item 201(e):

  1. The information required by paragraph (e) of this Item need not be provided in any filings other than an annual report to security holders required by Exchange Act Rule 14a-3 (17 CFR 240.14a-3) or Exchange Act Rule 14c-3 (17 CFR 240.14c-3) that precedes or accompanies a registrant’s proxy or information statement relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting). Such information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Unfortunately, this instruction was kind of hidden after an instruction for smaller reporting companies.

The bottom line is that the graph does not have to be in Form 10-K and does not have to be filed information.  It can be included in the annual report to shareholders, which is furnished, not filed. Companies that put the graph in the part of the annual report to shareholders that is not included in Form 10-K do not subject the disclosure to the 1934 Act’s liability provisions.

This annual report from Cracker Barrel Old Country Store provides an example of how the graph can be placed in the “wrap” pages of a “10-K wrap” annual report to shareholders.  This means the graph is not included in the filed Form 10-K.  You will find the graph on the back cover of the Cracker Barrel Old Country Store annual report to shareholders.

Lastly, to further illustrate the confusion about this graph, here is an SEC comment letter and company response about the placement of the graph.

The SEC Comment Letter

Re: Monro Muffler Brake, Inc.

Form 10-K for the Fiscal Year Ended March 28, 2015

Dear Ms. D’Amico:

We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10-K for the Fiscal Year Ended March 28, 2015

Item 5. Market for the Company’s Common Equity and Related Stockholder Matters, page 16

  1. Please tell us your consideration for including the performance graph as required by Item 201(e) of Regulation S-K.

 

The Company’s Response

Item 5. Market for the Company’s Common Equity and Related Stockholder Matters

  1. Please tell us your consideration for including the performance graph as required by Item 201(e) of Regulation S-K.

Response: It is our understanding that the performance graph is required to be included in the Company’s annual report to stockholders, but not in its Form 10-K. This understanding is based on Instruction 7 to Item 201(e) of Regulation S-K, which states that “the information required by paragraph (e) of Item 201 need not be provided in any filings other than an annual report to security holders required by Exchange Act Rule 14a-3 or Exchange Act Rule 14c-3 that precedes or accompanies a registrant’s proxy or information statement relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting).” Further the staff of the Division of Corporation Finance has indicated in Regulation S-K Compliance and Disclosure Interpretations Question 106.10 that the performance graph is not required to be included under Item 5 of Form 10-K and need only be provided in the issuer’s annual report to stockholders.

The performance graph as required by Item 201(e) of Regulation S-K is included in the Company’s 2015 Annual Report under the Financial Highlights section on page 5.

 

SEC Response

Dear Ms. D’Amico

We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require.

As always, your thoughts and comments are welcome!

Get the S-K Item 201(d) Table Right!

Uncategorized

A frequent question in our SEC Reporting Skills Workshop is “What the heck is going on with the table required by S-K Item 201(d)?”  This question results from an actual “mistake” in the Form 10-K Instructions which was later “fixed” by a letter from the SEC to the American Bar Association (ABA) and a Compliance and Disclosure Interpretation.  Despite the “fixes,” this table is still frequently in the wrong place in Form 10-K.

(Spoiler alert:  The table should be in Item 12, not Item 5!)

(As another note, if an equity compensation plan is being submitted to shareholders for action, Schedule 14A requires the S-K Item 201(d) table in the proxy statement.  It will then be incorporated by reference into Item 12 of Form 10-K.)

The uncertainty about the placement of this table dates back to 2001 when the SEC adopted a Final Rule to provide more robust disclosure about equity compensation plans.  This Final Rule required the equity compensation plan table in S-K item 201(d) but was not clear about where to include it in Form 10-K.

This situation begins with the instructions to Item 5 in Form 10-K:

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)  Furnish the information required by Item 201 of Regulation S-K (17 CFR 229.201) and Item 701 of Regulation S-K (17 CFR 229.701) as to all equity securities of the registrant sold by the registrant during the period covered by the report that were not registered under the Securities Act. If the Item 701 information previously has been included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K (17 CFR 249.308), it need not be furnished.

(Note:  (b) and (c) omitted)

This instruction seems to require that all the information required by S-K Item 201 should be included in Item 5.  That information includes S-K Item 201(d):

(d) Securities authorized for issuance under equity compensation plans. (1) In the following tabular format, provide the information specified in paragraph (d)(2) of this Item as of the end of the most recently completed fiscal year with respect to compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance, aggregated as follows:

(i) All compensation plans previously approved by security holders; and

(ii) All compensation plans not previously approved by security holders.

Equity Compensation Plan Information 

Plan category  Number of securities to be issued upon exercise of outstanding options, warrants and rights  Weighted-average exercise price of outstanding options, warrants and rights  Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 
  (a) (b) (c)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total

(2) The table shall include the following information as of the end of the most recently completed fiscal year for each category of equity compensation plan described in paragraph (d)(1) of this Item:

(i) The number of securities to be issued upon the exercise of outstanding options, warrants and rights (column (a));

(ii) The weighted-average exercise price of the outstanding options, warrants and rights disclosed pursuant to paragraph (d)(2)(i) of this Item (column (b)); and

(iii) Other than securities to be issued upon the exercise of the outstanding options, warrants and rights disclosed in paragraph (d)(2)(i) of this Item, the number of securities remaining available for future issuance under the plan (column (c)).

(3) For each compensation plan under which equity securities of the registrant are authorized for issuance that was adopted without the approval of security holders, describe briefly, in narrative form, the material features of the plan.

(Note:  Instructions omitted)

A close reading of the instructions would indicate that this table should be in Item 5 of Form 10-K.  However, the instructions to Item 12 call this conclusion into question:

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Furnish the information required by Item 201(d) of Regulation S-K (§ 229.201(d) of this chapter) and Item 403 of Regulation S-K (§ 229.403 of this chapter).

These two instructions raise the question of whether the S-K Item 201(d) table should be in Item 5, Item 12 or both?  This situation created enough confusion that the ABA wrote a letter to the SEC asking for clarification.  The SEC sent this response to the ABA which included this section:

  1. Placement of Item 201(d) Disclosure in Forms 10-K and 10-KSB

The Item 201(d) disclosure should be included in Part III, Item 12 of a Form 10-K, and Part III, Item 11 of a Form 10-KSB, as applicable.

The Item 201(d) disclosure should not be included in Part II, Item 5 of a Form 10-K or Part II, Item 5 of a Form10-KSB. Item 5 should include only the disclosure required by Items 201(a), (b) and (c) of Regulation S-K or S-B, as applicable.

An issuer may rely on General Instruction G.3 to Form 10-K or General Instruction E.3 to Form 10-KSB to incorporate by reference the Item 201(d) disclosure from its proxy or information statement, even if the issuer does not submit a compensation plan for security holder action at its annual meeting of security holders.

The SEC then followed their letter to the ABA with this Compliance and Disclosure Interpretation:

Question 106.01

Question: Is the Item 201(d) disclosure required in Part II of Form 10-K, given that Item 5 of Form 10-K indicates that the registrant is required to furnish the information required under Item 201, or should the Item 201(d) disclosure be included (or incorporated by reference) in Part III of Form 10-K given that Item 12 indicates that the registrant is required to furnish the information required under Item 201(d)?

Answer: The Item 201(d) disclosure should be included in Part III, Item 12 of Form 10-K. An issuer may rely on General Instruction G.3 to Form 10-K to incorporate by reference the Item 201(d) disclosure from its proxy statement or information statement, even if the issuer did not submit a compensation plan for security holder action at its annual meeting of security holders. See American (Jan. 30, 2004). [Mar. 13, 2007]

So, despite the ambiguity in the instructions the S-K Item 201(d) table should be in Item 12 in Form 10-K.

As always, your thoughts and comments are welcome!

About That Selected Financial Data and Quarterly Information Change??

Reporting, SEC Hot Topic

In an earlier post, we suggested eliminating Selected Financial Data and quarterly information disclosures in Form 10-K.  This was based on the early transition option in the SEC’s Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information Final Rule.

The change in administrations in Washington, D.C. has created the possibility of a change in the effective date of the new rule.  In a January 20, 2021, Presidential Action titled “Regulatory Freeze Pending Review,” the new administration provides this guidance:

  1. With respect to rules that have been published in the Federal Register, or rules that have been issued in any manner, but have not taken effect, consider postponing the rules’ effective dates for 60 days from the date of this memorandum, consistent with applicable law and subject to the exceptions described in paragraph 1, for the purpose of reviewing any questions of fact, law, and policy the rules may raise.  For rules postponed in this manner, during the 60-day period, where appropriate and consistent with applicable law, consider opening a 30-day comment period to allow interested parties to provide comments about issues of fact, law, and policy raised by those rules, and consider pending petitions for reconsideration involving such rules.  As appropriate and consistent with applicable law, and where necessary to continue to review these questions of fact, law, and policy, consider further delaying, or publishing for notice and comment proposed rules further delaying, such rules beyond the 60-day period.  Following the 60-day delay in effective date:

a.  for those rules that raise no substantial questions of fact, law, or policy, no further action needs to be taken; and

b.  for those rules that raise substantial questions of fact, law, or policy, agencies should notify the OMB Director and take further appropriate action in consultation with the OMB Director.

A deferral of the effective date is not automatic.  And there are some questions about whether this action applies to independent agencies such as the SEC.  Whatever the case, the SEC would have to take action to defer the effective date.  With these uncertainties it is likely not prudent to make these changes now.

As always, your thoughts and comments are welcome!

An Overview of the New MD&A Rule

Hot Topic, Reporting

As we discussed in this post, the SEC’s Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register on January 11, 2021.

The Rule’s transition provisions provide a mandatory transition date but also allow voluntary early compliance.  Both transition provisions are based on the Final Rule’s February 10, 2021 effective date.  The mandatory transition for a company is its first fiscal year that ends after August 9, 2021, which is 210 days after the effective date.  Companies may voluntarily apply the new rule, on an S-K item-by-item basis, in any filing made on or after the effective date of February 10, 2021.

This means a company that files a Form 10-K on or after February 10, 2021, has the option to selectively early implement the changes to each individual S-K item:

  • Selected financial data (S-K Item 301)
  • Quarterly information (S-K Item 302)
  • MD&A (S-K Item 303).

In this post, we reviewed the details and pros and cons of early implementation for selected financial data (S-K Item 301) and quarterly information (S-K Item 302).

Here is an overview of the MD&A changes in S-K Item 303.  In future posts we will explore each change in detail.

The Final Rule:

  • Adds a new Item 303(a), Objective, to make the principal writing objectives in FR 36 and FR 72 part of the core MD&A guidance;
  • Amends Item 303(a)(1) and (2) (amended Item 303(b)(1)) to modernize, enhance and clarify disclosure requirements for liquidity and capital resources, including an emphasis on a company’s ability to generate and obtain adequate amounts of cash and providing more details about future cash requirements;
  • Amends current Item 303(a)(3) (amended Item 303(b)(2)) to clarify, modernize and streamline disclosure requirements for results of operations, including a focus on describing causal factors and underlying reasons in both quantitative and qualitative terms;
  • Adds a new Item 303(b)(3), Critical accounting estimates, to clarify and codify previous Commission guidance in FR 72 on critical accounting estimates;
  • Replaces current Item 303(a)(4), Off-balance sheet arrangements, with a more principles-based requirement to disclose their impact, if material;
  • Eliminates current Item 303(a)(5), Tabular disclosure of contractual obligations., replacing it with a new, more principles-based, liquidity and capital disclosure requirements that include this information to the extent material;
  • Amends current Item 303(b), Interim periods (amended Item 303(c)) to allow for sequential-quarter analysis in Form 10-Q; and
  • Removes old paragraph (a)(3)(iv) about inflation disclosures as this requirement is essentially embedded in the principles-based MD&A requirements.

We will explore the details of these changes in upcoming posts.

As always, your thoughts and comments are welcome!

CorpFin Hot Disclosure Topic – Special Purpose Acquisition Companies

Hot Topic, Reporting

Special Purpose Acquisition Companies, or SPACs, have become a go-to vehicle for raising capital and becoming publicly traded.  This exponential growth has created a multitude of disclosure issues.  The 1933 Securities Act transaction disclosure requirements do not generally apply when a SPAC acquires an operating company.  Disclosure requirements for unique SPAC issues, including the economic stake that sponsors have in the SPAC and the process the SPAC uses to set the subsequent acquisition price, are frequently unclear.

On December 22, 2020, CorpFin issued Disclosure Guidance Topic 11, Special Purpose Acquisition Companies, to present their views about disclosure considerations for SPAC IPO and business combination transactions.

Disclosure considerations discussed for a SPAC IPO include:

  • Possible conflicts of interest for the SPAC sponsors,
  • Incentives that exist or may arise for sponsors to complete a business combination,
  • Compensation arrangements with underwriters, and
  • How the terms of securities held by sponsors may differ from those of the public shareholders.

Disclosure considerations surrounding SPAC subsequent business combination transactions include:

  • Terms of any additional financing,
  • How the target company was identified and evaluated, and
  • Services and fees related to underwriters.

The Disclosure Guidance Topic provides more details in each of these areas.  Additionally, this is clearly not an all-inclusive list.  It provides the core principles that SPACs should consider as they provide disclosures to investors.

As always, your thoughts and comments are welcome!

PS -If you want to learn more about SPACs on April 20 we will have a new conference:

The SPAC Life Cycle: Business, Legal and Accounting Considerations Forum 2021

Time to Remove Selected Financial Data and Quarterly Information?

Hot Topic, Reporting

As we discussed in this post, on January 11, 2021,  the SEC’s November 19, 2020 Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register.

The Final Rule will be effective on February 10, 2021.  The transition provisions provide a mandatory transition date but also allow voluntary early compliance.  Companies must apply the rule for their first fiscal year that ends after August 9, 2021.  They may voluntarily apply the new rule, on an S-K item-by-item basis, in any filing made on or after the effective date of February 10, 2021.

This means that a company that will file its Form 10-K on or after February 10, 2021, has the option to implement some or all of the changes to MD&A (S-K Item 303), selected financial data (S-K Item 301), and quarterly information (S-K Item 302).

This post explores the relatively simple choices for S-K Item 301 and 302.  In coming posts we will explore the MD&A changes in S-K Item 303.

Selected Financial Data

The change for selected financial data is very simple.

On page 162, the Final Rule removes the selected financial data requirement from Regulation S-K:

  1. Remove and reserve § 229.301.

On page 182, the Final Rule makes a corresponding change to the instructions for Form 10-K:

  1. Amend Form 10-K (referenced in § 249.310) by:
    ……..
  2. Removing and reserving Item 6 (“Selected Financial Data”) of Part II.

Companies have the option to implement this change and omit Item 6 from a Form 10-K filed on or after February 10, 2021.  This is independent of the period end of the financial statements in the Form 10-K.

The rationale for removing this disclosure is fairly straightforward.  In the Final Rule the SEC states:

The Commission proposed to eliminate Item 301 in part because of advances in technology since the item’s adoption in 1970 that allow for easy access to the information required by this item on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).  The Commission also noted that Item 301 was originally intended to elicit disclosure of material trends and that requiring five years of selected financial data is not necessary to achieve this because of the requirement for discussion and analysis of trends in Item 303.

With this information readily available from several other sources and the existing requirement to disclose material trends in MD&A, this seems a good time to eliminate this disclosure!

Additionally, since Item 6 will no longer exist in Form 10-K after a company’s mandatory transition date, this item will have to be removed after that date.

Quarterly Information

The change for quarterly information on page 162 of the Final Rule is not as simple.  The Final Rule provides the following revised language for S-K Item 302:

            229.302 (Item 302) Supplementary financial information.

(a) Disclosure of material quarterly changes. When there are one or more retrospective changes to the statements of comprehensive income for any of the quarters within the two most recent fiscal years or any subsequent interim period for which financial statements are included or are required to be included by § 210.3-01 through 210.3-20 (Article 3 of Regulation S-X) that individually or in the aggregate are material, provide an explanation of the reasons for such material changes and disclose, for each affected quarterly period and the fourth quarter in the affected year, summarized financial information related to the statements of comprehensive income as specified in Rule 1-02(bb)(ii) of Regulation S-X and earnings per share reflecting such changes.

Again, companies have the option to implement this change and omit the quarterly information from a Form 10-K as long as it has not been materially, retrospectively changed.  As with the change for selected financial data, this applies to Form 10-Ks filed on or after February 10, 2021, and is independent of the period end of the financial statements in the Form 10-K.  Companies may make this change in a Form 10-K for December 31, 2020, as long as the report is filed on or after February 10, 2021.

The rationale for this change is discussed in the Final Rule:

We continue to believe that requiring quarterly financial data when there have not been one or more retrospective changes that are material, either individually or in the aggregate, would duplicate disclosures provided elsewhere, such as in Forms 10-Q or, in the case of fourth quarter results, can be derived from annual results disclosed in the Form 10-K. Our amendments eliminate these duplicative disclosures. We do, however, agree with commenters that timely disclosure of the effects of material retrospective changes may be important to investors, and lack of such disclosure could impact the ability to derive fourth quarter information when there have been such changes.

Again, this seems like the right time to implement this change.

More about the changes to MD&A in coming posts, and as always, your thoughts and comments are welcome!

Beginning of Year Learning Opportunities

Education, Hot Topic

As we begin 2021 and dive into year-end reporting, here are SECI’s upcoming SEC Reporting Essentials Workshops to keep you up to date with important reporting developments:

January 14, 2021 – SEC 101 Reporting Essentials for Lawyers Workshop 2021

January 21, 2021 – Form 8-K SEC Reporting Essentials Workshop 2021

February 4, 2021 – SEC 101 Reporting Essentials for Financial Professionals Workshop 2021

February 11, 2021 – Form 10-K SEC Reporting Essentials Workshop 2021

February 18, 2021 – MD&A SEC Reporting Essentials Workshop 2021

February 25, 2021 – Form 10-Q, Form 8-K and Proxy Disclosures SEC Reporting Essentials Workshop 2021

Our SEC Reporting Essentials is a series of new, interactive, virtual Workshops designed to fit into your busy work schedules.  The SEC Reporting Essentials Workshops are half-day programs starting at 1 p.m. EST.  You can choose a foundational course – “SEC 101 Essentials for Lawyers” or “SEC 101 Essentials for Financial Reporting Professionals” – and select from our additional add-on courses.   For more about our SEC Reporting Essentials and other upcoming programs, visit us at  https://www.pli.edu/programs/seci

As always, your thoughts and comments are welcome!

MD&A, Selected Financial Data, and Quarterly Information Final Rule Published in Federal Register

Hot Topic, Reporting

On January 11, 2021, the SEC’s Disclosure Modernization Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register.

The rule will be effective on February 10, 2021.  The rule provides for a mandatory compliance date 210 days after the publication date.  This mandatory compliance date is August 9, 2021.

This means that a company must apply the new rule for its fiscal year that ends after August 9, 2021.

The rule’s transition provisions provide for voluntary implementation earlier than a company’s mandatory compliance date.  This early implementation may be on an S-K item-by-item basis.  The Compliance Date section on page 104 of the Final Rule states that registrants:

“may provide disclosure consistent with the final amendments any time after the effective date, so long as they provide disclosure responsive to an amended item in its entirety. For example, upon effectiveness of the final amendments, a registrant may immediately cease providing disclosure pursuant to former Item 301, and may voluntarily provide disclosure pursuant to amended Item 303 before its mandatory compliance date. In this case, the registrant must provide disclosure pursuant to each provision of amended Item 303 in its entirety, and must begin providing such disclosure in any applicable filings going forward.”

We will dive into the details of each of the provisions in upcoming posts.

As always, your thoughts and comments are welcome!

COVID-19 Disclosure Considerations as We Approach Year-End

Hot Topic, Reporting

As we work on reporting for year-end 2020 (and how many of us are happy we are finally there?), we are presenting a series of posts about SEC comments that focus on areas that may require additional attention in our reporting for year-end.  This comment is about the impact of the pandemic and the potential need to make known-trend disclosures:

On your first quarter earnings call, you indicate that you currently anticipate second
quarter revenue to be down as much as 50% to 60% with approximately 80% of your global business having been closed since April 1, 2020. Revise your future periodic filings to disclose known trends and uncertainties related to COVID-19. For example, disclose how you expect COVID-19 to impact your future operating results and near-and-long term financial condition and how that compares to the current period. See Item 303 of Regulation S-K, SEC Release No. 33-8350, and CF Disclosure Guidance Topic No. 9.

You can read the comment and the company’s response here.

As always, your thoughts and comments are welcome!