Trade Liabilities – Goodwill Savannah GA http://goodwillsavannahga.org/ Thu, 25 Nov 2021 14:33:01 +0000 en-US hourly 1 https://wordpress.org/?v=5.8 https://goodwillsavannahga.org/wp-content/uploads/2021/04/cropped-goodwill-32x32.png Trade Liabilities – Goodwill Savannah GA http://goodwillsavannahga.org/ 32 32 ABRIDGED PRE-LISTING STATEMENT: LISTING OF AFINE IN INTRODUCTION ON ALTERNATIVE EXCHANGE – SENS https://goodwillsavannahga.org/abridged-pre-listing-statement-listing-of-afine-in-introduction-on-alternative-exchange-sens/ Thu, 25 Nov 2021 13:40:00 +0000 https://goodwillsavannahga.org/abridged-pre-listing-statement-listing-of-afine-in-introduction-on-alternative-exchange-sens/
                            

ABRIDGED PRE-LISTING STATEMENT: LISTING OF AFINE BY WAY OF INTRODUCTION ON THE
ALTERNATIVE EXCHANG

AFINE INVESTMENTS LIMITED
(formerly Domanolor Proprietary Limited)
APPROVED FOR LISTING AS A REIT
(Incorporated in the Republic of South Africa)
Registration number 2020/852422/06
JSE share code: ANI ISIN: ZAE000303947
(“Afine” or “the Company” or “the Group”)

ABRIDGED PRE-LISTING STATEMENT: LISTING OF AFINE BY WAY OF INTRODUCTION ON THE
ALTERNATIVE EXCHANGE (“AltX”) OF THE JSE LIMITED (“JSE”)

This abridged pre-listing statement is not an invitation to the public to subscribe for shares in the
Company, but is issued in compliance with the JSE Listings Requirements for the purpose of
providing information to investors regarding the business and affairs of Afine and is issued in
respect of a listing as a REIT by way of introduction, of all the issued shares of the Company on
AltX with effect from commencement of trade on Thursday, 9 December 2021. The shares are
being listed at a listing price of R3.67 per share, with the initial market capitalisation of the
Company being approximately R235 million and property assets valued by the Independent
Property Valuer at R307 million, exceeding R300 million in accordance with the JSE Listings
Requirements for a REIT.

This announcement contains the salient information in respect of Afine, which is more fully
described in the full pre-listing statement dated Thursday, 25 November 2021 (“Pre-listing
Statement”), which can be found on the website of the Company at
https://www.afineinvestments.com/investors. For a full appreciation and understanding of Afine
and the Listing, the Pre-listing Statement should be read in its entirety.

Terms defined in the Pre-listing Statement bear the same meaning in this abridged pre-listing
statement.

1. Introduction

The JSE has granted Afine approval for a primary listing of all of the Company’s shares,
being, 64 000 000 ordinary shares of no par value in the “Other Speciality REITs” sector on
AltX, in terms of the FTSE classification, under the abbreviated name: “Afine”, JSE share
code: “ANI” and ISIN: ZAE000303947, with effect from the commencement of trade on
Thursday, 9 December 2021. Afine has 10% of the issued Shares held by public shareholders
at the point of listing on the JSE and an additional 5% of existing shares will be made
available by the controlling shareholder, KSP Offshore Limited, to facilitate tradability in the
shares of Afine. Confirmation of achievement of spread of public shareholders has been
submitted to the JSE.

Immediately prior to the Listing, the authorised shares of the Company comprised
1 000 000 000 shares of no par value and the issued shares of the Company comprised
64 000 000 shares of no par value. The Company has no treasury shares.
2. History and nature of business

2.1 Afine was incorporated as a private shelf company on 12 November 2020 under the name
“Domanolor Proprietary Limited”, which was acquired by the Founder and which name
was changed to “Afine Investments Proprietary Limited” on 10 March 2021. The Company
was converted to a public company on 11 May 2021.

2.2 The Company’s financial year-end is the end of February, with its second reporting period
being at 28 February 2022. The Company was incorporated as the holding company for
the purpose of listing on AltX. As at the Last Practicable Date, the Group’s property
portfolio had a gross asset value of approximately R307 300 000.

2.3 The Company is listing as a REIT on AltX, and holds a portfolio of income generating
immovable properties focused primarily in the petroleum sector, strategically located in
four of South Africa’s nine provinces.

2.4 The nature of the revenue of the Company is as follows:

Contracted with oil majors:
– Land rental – received from an oil major for the site;
– Development rental – received from an oil major for the developed property;
– Volumetric rental also referred to as rebates – calculated on fuel sales, being
additional income received above a base fixed rental streams (note that the petrol
pump price is based on the RAS, which price includes the profit on fuel sales,
Volumetric rental can be a fixed portion or a percentage of RAS; and
– Refurbishment Rental – being applied when the project needs to be upgraded, and

Contracted with other parties:
– Other rental – comprising income from alternative profit opportunities, which is
immaterial, such as ATM rentals, food offerings, E-Toll Offices and car washes.

All of the above rental is fully contracted, with approximately 99% being contracted with
Engen and Sasol. The Company does not have any vacancies at the Last Practicable
Date.

2.5 Afine was founded by Peter Todd, with strategic input from Mike Watters, both of whom
are notable investors and operators in the REIT space, with the purpose of creating a
holding company for a REIT focussing on the acquisition of properties that operate in the
petroleum sector in South Africa.

After a property acquisition, Afine will conclude a lease agreement with an oil major, such
as Sasol and Engen. Afine is not involved in the operations of the underlying petrol filling
station thus making the administration of Afine very simple.

The Company’s first investments involved the acquisition of an interest in five PFS properties
from the PFS Vendors in February 2021, namely Sasol Piet Retief, Sasol Somerset West, Sasol
Grassnyers, Sasol Protea Park and Sasol Parkdene. A further PFS property was acquired in
two phases with 50% of Lizalor Investments being acquired in February 2021 and the
remaining 50% of that company (which holds the leasehold rights in Engen Platinum One
Stop), and 100% of Coral Lagoon Investments, in May 2021, which holds Engen Riverside
Nelspruit.
The four PFS vendors are Investment Facility Company Three Three Six, Katherine Street
Properties, Lyndham Trust and Petroland and further details are set out in Annexure 15 of
the Pre-listing Statement. Petroland will continue to assist Afine with the administration of
the various properties, whilst the other PFS Vendors will not have any further operational
involvement.

On 4 November 2021, Afine entered into the Petroland Administration Agreement in terms
of which Petroland will provide administration services to the Company, also providing the
Company with the CEO and CFO, who will manage Afine on a part-time basis. The part
time role was preapproved by the JSE ahead of the listing of Afine due to the limited time
required to manage the business.

Afine also has a right of first refusal on all new petrol filling station development projects
identified by Petroland, thereby ensuring that Afine will have priority. Currently no new
acquisitions have been identified but the experience, expertise, industry knowledge and
network of Petroland is expected to bring pipeline opportunities to Afine.

To the extent there are any conflicts of interest, the Directors who may have an interest in
the transaction will be recused from the decision-making process in accordance with the
Act.

All the properties acquired by Afine are established petrol filling stations with various
licences and rights in place. The responsibility for licencing rests with both the operator of
the filling station as well as the property owner.

Set out in Annexure 17 of the Pre-listing Statement is the specific information on each of
the properties included in the Group’s property portfolio.

There have been no disposals by the Company since its incorporation until the Last
Practicable Date.

3. Prospects

The recent trend in REIT investment demand from investors has been for specialised REITs
over generalised portfolios. This has gathered momentum with specialisations in logistics
(Equities Property Fund Limited), self-storage (Stor-Age Property REIT Limited), and multi-let
industrials (Stenprop Limited, Sirius Real Estate Limited). Until recently, ownership of petrol
service stations in South Africa was not concentrated in a REIT structure.

Afine’s objective is to consolidate ownership through a REIT structure, with an acquisition
strategy to grow the business substantially over the next five to 10 years from a solid base
and with deep industry knowledge, experience and networks.

According to the South African Petroleum Industry Association (SAPIA) there are
approximately 4 600 service stations in South Africa of which 75% are under the effective
control of Oil Companies. Therefore, Afine is well positioned to target more than a
thousand service stations to add to its current network. The principle that Afine will apply
is to identify service stations with similar locations and turnover figures as its existing network.
The Afine Chairman, CEO and CFO have built extensive contacts in and knowledge of the
South African service station over the past 30 years that will be utilised in growing Afine’s
business.
In relation to the future trend of electric vehicles, it is anticipated that PFS will continue to
provide a vital service to motorists via the convenience store, electrical recharging and
car maintenance facilities, etc. According to a global ranking by the Munich Mobility
Show, globally there are approximately 10 million Electric Vehicles (“EV’s”) on the roads,
of which only 1509 EV’s are on South African roads. The EV future creates a massive
opportunity for recharge stations at all strategically positioned service station facilities.
According to a PwC Report (Unlocking South Africa’s Hydrogen Potential dated October
2020) South Africa also has an unprecedented opportunity to capitalise on the rapidly
developing global hydrogen economy. Therefore, additional to EV’s, South Africa has
world-class renewable potential that can be leveraged to supply clean energy to the
world and transform the domestic economy, creating additional opportunities to supply
energy to motorists. This is a future potential opportunity that the Directors will monitor
closely. The Directors are confident that the future will be largely unaffected by the
electrical car and/or any other clean energy trend, as the Directors firmly believe that the
Board, together with all the role-players in the industry (namely the Oil Companies), will
constantly ensure that the Company positions itself to reap maximum benefit from any
future trends in the supply of energy to motorist.

The potential impact of Covid-19 on property values will only become more measurable
and quantifiable with certain accuracy in forthcoming years as the world progresses
through the recovery of this pandemic. However, as at the Last Practicable Date, the
impact of Covid-19 has been immaterial in relation to the rental on the properties owned
by Afine due to the long-term nature of the leases and the tenants being two large oil
majors, namely Sasol and Engen. The rental income is not impacted by lockdown or
service delivery issues.

With a solid and reliable income stream diversified across various provinces in South Africa
and Afine listing as a specialised REIT, the prospects for Afine are considered to be strong
and the Board believes that its strategy to acquire additional petrol filling stations will
present an attractive investment opportunity for both investors and property owners
looking to diversify their returns.

4. Directors

The Board currently comprises five Directors, three of which are non-executives (of whom
two are independent). There are no other office holders. The full names, ages, business
addresses, qualifications, positions and experience of the Directors, all of whom are South
African nationals, save for MJ Watters (who holds both South African and British citizenship)
and PA Todd (who holds British citizenship) are outlined below:

Full name and age Michael John (Mike) Watters (62)
Business address 3 Regents Walk, Ascot, Berkshire, United Kingdom
Qualifications BSc Eng (Civil), GDE, MBA
Position Independent non-executive Director (Chairman)
Full name and age Darryl Kohler (64)
Business address Wellington House, Rise Road, Ascot, Berkshire, United Kingdom
Qualifications BSc Eng (Civil), GDE
Position Lead independent non-executive Director
Full name and age Johannes Theodorus (Anton) Loubser (60)
Business address Unit 4602, Greenways, Strand
Qualifications B.Comm (Financial Management)
Position Chief Executive Officer
Full name and age Johan Theo (JT) Loubser (32)
Business address Unit 4602, Greenways, Strand
Qualifications B.Comm (Financial Management and Financial Accounting)
Position Chief Financial Officer
Full name and age Peter McAllister Todd (62)
Business address S1 AO Residences, Royal Road, Grand Baie, Mauritius
Qualifications BCom LLB, HDip Tax
Position Non-executive Director

The JSE has agreed to the part-time appointment of Anton Loubser and JT Loubser as the
CEO and CFO, respectively, of Afine due to the current limited operational requirements
of the Company, i.e. the Company’s current portfolio of seven properties does not warrant
the cost associated with the appointment of two full-time executives at present. However,
the Board and the Audit and Risk Committee will assess the appointment of a full-time CEO
and CFO, respectively, on an annual basis, and report on such assessment in the
Company’s annual report.

As at the Last Practicable Date, the Board and the Audit and Risk Committee have
assessed and have satisfied themselves as to the appointment of Anton Loubser and JT
Loubser as CEO and CFO, respectively, on a part-time basis until such time as the
operational capacity of the Company increases to such extent that would require these
positions to be filled on a full-time basis.

5. Property and asset management and administration of properties

The asset management and property management functions of the Company have been
internalised. The Board, which comprises a team of well-qualified and highly experienced
individuals, manage the properties as well as acquisitions and disposals and such services
are not outsourced, therefore no additional fees will be levied against Afine other than for
administration services.

6. Property forecast information

Set out below are the forecast statement of profit or loss and other comprehensive income
(“Property Forecast Information”) for the years ending 28 February 2022 and 28 February
2023.

The Property Forecast Information, including the assumptions on which they are based and
the financial information from which they are prepared, are the responsibility of the
directors of Afine.

The Property Forecast Information has been prepared in compliance with IFRS and in
accordance with Afine’s accounting policies.
PROFIT OR LOSS FORECAST

28 February 28 February
Figures in Rand 2022 2023
Revenue
Rental Income 37 609 010 34 556 440
Revenue straight-line adjustment 3 859 272 1 159 344
41 468 282 35 715 784
Other operating expenses 4 711 281 2 444 481
Other operating gains (bargain purchase) 55 559 228 –
Operating profit 92 316 229 33 271 303
Finance costs (4 879 500) (6 252 098)
Finance income 209 250 –
Fair value adjustments 129 466 954 –
Profit for the year 217 112 933 26 918 772
Dividend distribution (26 000 000) (25 000 000)
Transfer to retained income for the year 191 112 933 1 918 772

A reconciliation of the profit for the year to expected attributable earnings is set out below:

28 February 28 February
Figures in Rand 2022 2023
Profit for the year 217 112 933 26 918 772
Revenue straight-line adjustment 3 859 272 1 159 344
Bargain purchase 55 559 228 –
Fair value adjustments 129 466 954 –
Attributable income 28 227 479 25 759 428
Percentage distribution 92.11% 97.05%
Expected dividend distribution 26 000 000 25 000 000

EARNINGS PER SHARE

Number of shares outstanding 64,000,000 64,000,000
Basic earnings per share (cents per share) 339.24 42.06
Less fair value adjustments (cents per share) 202.29 –
Less Bargain purchase (cents per share) 86.81 –
Headline earnings per share (cents per share) 50.14 42.06
Diluted earnings per share (cents per share) 339.24 42.06
Less fair value adjustments (cents per share) 202.29 –
Less Bargain purchase (cents per share) 86.81 –
Diluted headline earnings per share (cents 50.14 42.06
per share)

The figures set out above are extracted from detailed forecasts for the years ending 28
February 2022 and 28 February 2023 and have been reported on by the Independent
Reporting Accountant, PKF Octagon Incorporated. The Independent Reporting
Accountants’ report on the Property Forecast Information is included in the Pre-listing
statement.

An interim dividend distribution of R16 million has already been declared and was paid on
15 November 2021.
7. Interim financial information for the 6 month period ended 31 August 2021

An extract of the reviewed interim financial information of Afine for the 6 month period
ended 31 August 2021 is set out below.

CONDENSED STATEMENT OF FINANCIAL POSITION

Reviewed Audited

31 August 28 February
Figures in R Notes 2021 2021

Assets
Non-current assets
Investment property 3 307,300,000 10,946,000
Equity accounted investments – 13,237,836
Total non-current assets 307,300,000 24,183,836

Current assets
Trade and other receivables 158,185 6,065,436
Listed investments 5 11,234,025 –
Cash and cash equivalents 3,884,462 228,412
Total current assets 15,276,672 6,293,848
Total assets 322,576,672 30,477,684

Equity and liabilities
Equity
Issued capital 5,302,000 6,002,000
Retained income / (accumulated loss) 174,473,206 (1,195,848)
Total equity 179,775,206 4,806,152

Liabilities
Non-current liabilities
Deferred tax liabilities 59,336,282 2,358,101
Bank loans 31,472,729 –
Total non-current liabilities 90,809,011 2,358,101

Current liabilities
Trade and other payables 878,529 100,524
Current tax liabilities 268,547 14,736
Other financial liabilities – 382,616
Bank loans 9,373,394 –
Loans from related parties 41,471,985 22,815,555
Total current liabilities 51,992,455 23,313,431
Total liabilities 142,801,466 25,671,532
Total equity and liabilities 322,576,672 30,477,684
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Reviewed Audited

6 months ended 1 month ended
31 August 28 February
Figures in R Notes 2021 2021

Revenue 6 21,834,984 –
Other expenses (2,014,625) –
Profit from operating activities 19,820,359 –
Gain on bargain purchase in a
business combination 55,627,004 2,756,004
Fair Value adjustment 131,854,000 –
Finance income 121,997 –
Finance costs (2,183,940) –
Share of loss from equity accounted
investments – (3,951,852)
Profit / (loss) before tax 205,239,420 (1,195,848)

Income tax expense (29,570,366) –
Profit / (loss) for the period 175,669,054 (1,195,848)

Earnings per share from continuing
and discontinuing operations
attributable to owners of the parent
during the period
Basic earnings per share
Basic earnings / (loss) per share 7 274.4829 (1,868.5100)

Diluted earnings per share
Diluted earnings / (loss) per share 7 274.4829 (1,868.5100)

Headline earnings per share
Headline earnings per share 7 27.7475 –

The figures set out above have been reported on by the Independent Auditor, PKF Pretoria
Incorporated. The Independent Auditors’ report on the interim financial information of
Afine for the 6 month period ended 31 August 2021 is included in the Pre-listing statement.
8. Salient dates and times

2021
Abridged Pre-listing Statement published on SENS on Thursday, 25 November

Listing of Afine Shares under the abbreviated name
“Afine”, share code “ANI” and ISIN ZAE000303947, on AltX
at commencement of trade on Thursday, 9 December

Notes
1. The above dates are subject to change. Any such change will be announced on
SENS.
2. All references to dates and times are to local dates and times in South Africa.

9. Availability of the Pre-listing Statement

Copies of the Pre-listing Statement may be obtained from the Company’s website at
https://www.afineinvestments.com/investors from Thursday, 25 November 2021 or on
request from the Designated Advisor or Company Secretary of Afine.

25 November 2021

Independent
Reporting Independent
Corporate Advisor Designated Advisor Accountant Property Valuer

Date: 25-11-2021 03:40:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

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NETCARE LIMITED – Summary of the Group’s results for the financial year ended September 30, 2021 and Appointment of independent non-executive directors – SENS https://goodwillsavannahga.org/netcare-limited-summary-of-the-groups-results-for-the-financial-year-ended-september-30-2021-and-appointment-of-independent-non-executive-directors-sens/ Mon, 22 Nov 2021 06:00:00 +0000 https://goodwillsavannahga.org/netcare-limited-summary-of-the-groups-results-for-the-financial-year-ended-september-30-2021-and-appointment-of-independent-non-executive-directors-sens/
                            

Summarised Group Results for the year ended 30 September 2021 and Appointment of independent non-executive directors

Netcare Limited
(‘Netcare’, ‘the Company’ or ‘the Group’)
Registration number: 1996/008242/06 (Incorporated in the Republic of South Africa)
JSE ordinary share code: NTC
ISIN: ZAE000011953
JSE preference share code: NTCP
ISIN: ZAE000081121

Summarised Group Results for the year ended 30 September 2021 and appointment of
non-executive directors and declaration of dividend

– Group EBITDA up 26.8% to R3.2 billion
– Adjusted HEPS up 107.4% to 67.4 cents
– Resumption of dividend payments 34.0 cents

Group financial information

Year ended
30 September 30 September %
Rm 2021 2020 change
Statement of profit or loss
Revenue 21 200 18 843 12.5
EBITDA before items below 3 244 2 558 26.8
Once-off adjusted items1 – 174
EBITDA 3 244 2 732 18.7
Operating profit 2 076 1 567 32.5
Profit for the year 760 439 73.1
Statement of financial position
Total assets 25 621 25 944 (1.2)
Total liabilities 15 032 16 145 (6.9)
Total shareholders’ equity 10 589 9 799 8.1
Net debt (excluding lease liabilities) 5 331 6 423 (17.0)
Earnings and dividends per share (cents)
Basic earnings per share 54.6 28.3 92.9
Diluted earnings per share 54.3 28.1 93.2
Headline earnings/(loss) per share 61.5 (3.6)
Adjusted headline earnings per share2 67.4 32.5 107.4
Dividend per share 34.0 –

1. 2020 includes R522 million profit on disposal of investment in associate and R348 million share-based
payment expense on B-BBEE transaction.

2. Defined in the summarised audited Group results.

Netcare’s independent auditor, Deloitte & Touche, has issued its opinion on the consolidated financial statements
for the year ended 30 September 2021, which includes key audit matters and which can be accessed via the Netcare
Investor Relations website at http://www.netcare.co.za/Netcare-Investor-Relations/Reports/Financial-Results.
Deloitte & Touche has issued an unmodified opinion with a reportable irregularity therein. This related to
a matter concerning a breach of controls and an unauthorised payment of an immaterial amount, initiated by an
executive, which was identified through the Group’s internal processes.

This short-form announcement is the responsibility of the directors of the Company. This short-form announcement
is only a summary of the full announcement, which is published on the Company’s website on
http://www.netcare.co.za/Netcare-Investor-Relations/Reports/Financial-Results, and does not contain complete
or full details. Any investment decisions by investors and/or shareholders should be based on consideration
of the full announcement. This short-form announcement is extracted from audited results but is itself not audited.

The full announcement can be accessed directly using the following JSE link:
https://senspdf.jse.co.za/documents/2021/jse/isse/NTC/ye2021.pdf.

The full announcement is also available for inspection at the Company’s registered office for investors
and/or shareholders at no charge, during normal business hours.

The consolidated financial statements can be accessed via the Netcare website on
http://www.netcare.co.za/Netcare-Investor-Relations/Reports/Financial-Results.

22 November 2021

Declaration of dividend number 22

Notice is hereby given of the declaration of a gross final dividend of 34.0 cents per ordinary share in respect
of the year ended 30 September 2021. The dividend has been declared from income reserves and is payable to
shareholders recorded in the register at the close of business on Friday, 28 January 2022. The number of ordinary
shares (inclusive of treasury shares) in issue at the date of this declaration is 1 439 090 009. The dividends
will be subject to a local dividend withholding tax at a rate of 20%, which will result in a net final dividend
to those shareholders not exempt from paying dividend withholding tax of 27.2 cents per ordinary share and 34.0
cents per ordinary share for those shareholders who are exempt from dividend withholding tax.

The Board has confirmed by resolution that the solvency and liquidity test as contemplated by the Companies Act 71
of 2008 has been duly considered, applied and satisfied.

The salient dates applicable to the dividends are as follows:

Last day to trade cum dividend Tuesday, 25 January 2022
Trading ex-dividend commences Wednesday, 26 January 2022
Record date Friday, 28 January 2022
Payment date Monday, 31 January 2022

Share certificates may not be dematerialised nor rematerialised between Wednesday, 26 January 2022
and Friday, 28 January 2022, both dates inclusive.

On Monday, 31 January 2022, the dividends will be electronically transferred to the bank accounts
of all certificated shareholders. Holders of dematerialised shares will have their accounts credited
at their participant or broker on Monday, 31 January 2022.

Netcare Limited’s tax reference number is 9999/581/71/4.

Appointment of independent non-executive directors

Netcare is pleased to announce the appointment of Dr Rozett Phillips and Dr Thabi Leoka as independent
non-executive directors with effect from 1 January 2022.

Dr Phillips will also be joining the Social and Ethics and Consistency of Care committees, and Dr Leoka
will be joining the Audit and Social and Ethics committees.

Registered office: 76 Maude Street (corner West Street), Sandton 2196, Private Bag X34, Benmore 2010

Executive directors: RH Friedland (Chief Executive Officer), KN Gibson (Chief Financial Officer)

Non-executive directors: T Brewer (Chairperson), M Bower, B Bulo, L Human, D Kneale, MJ Kuscus, KD Moroka

Company Secretary: C Vikisi

Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited, 135 Rivonia Road, Sandown, 2196

Transfer secretaries: 4 Africa Exchange Registry (Pty) Ltd, Cedar Woods House, Ballywoods Office Park,
33 Ballyclare Drive, Bryanston

Tel: 011 100 8352

Investor relations: ir@netcare.co.za

http://www.netcare.co.za

Date: 22-11-2021 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

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UAE-based company files lawsuit against State Bank of Pakistan for ‘illegal actions’: report https://goodwillsavannahga.org/uae-based-company-files-lawsuit-against-state-bank-of-pakistan-for-illegal-actions-report/ Sat, 20 Nov 2021 15:14:00 +0000 https://goodwillsavannahga.org/uae-based-company-files-lawsuit-against-state-bank-of-pakistan-for-illegal-actions-report/

A UAE-based trading and investment company has filed a lawsuit worth around Rs 74 billion against the State Bank of Pakistan (SBP) and a private bank. Energy Global International FZE filed for damages against the central bank for “illegal actions” such as the suspension of bank accounts and the illegal conversion of foreign currency accounts into rupee accounts in December 2012, the Express reported. Tribune. According to the court file, a private commercial bank, BankIslami, was also cited in the lawsuit for failing to release the funds. The lawsuit has been filed with the Sindh High Court (SHC), the outlet reported.

According to court records, the CHS summoned officials from the SBP and BankIslami to appear before the additional court clerk on February 15, 2022, to respond to the claim for damages. The accounts were previously managed by the now defunct KASB Bank, but following its merger with BankIslami in May 2015, all of its assets, liabilities and accounts were transferred to it. Energy Global is a company incorporated under the laws of Sharjah, United Arab Emirates, but its investors are of Iranian origin, the outlet reported.

“SBP froze the company’s accounts without informing it”

The central bank froze the company’s accounts in December 2012, six months before the United States imposed sanctions on the company, despite Pakistani regulations failing to recognize US sanctions. According to the court record, the SBP’s actions violated the bilateral investment treaty and circulars issued to protect foreign investors. The company was never informed before the bank accounts were frozen, he added. Meanwhile, Energy Global urged the court to declare unconstitutional the central bank’s action of freezing its bank accounts and converting them to rupee accounts. He also demanded that bank accounts be released and that withheld funds released as soon as possible.

Over the past five years, the company has made an estimated profit of Rs 33.4 billion on its investment of Rs 19.6 billion. He also demanded 10.8 billion rupees in compensation for lost business opportunities over the past nine years. Another Rs 1.2 billion is wanted for losses resulting from the freezing of funds in Turkey following unfinished transactions between a Pakistani bank and a Turkish bank. This resulted in overall loss and damage of 52.9 billion rupees, the UAE-based company said, as reported by the Express Tribune.

Image: Pixabay / Representative

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Camtek announces the price of an oversized private offering of $ 175 million of 0% convertible senior bonds due 2026 https://goodwillsavannahga.org/camtek-announces-the-price-of-an-oversized-private-offering-of-175-million-of-0-convertible-senior-bonds-due-2026/ Fri, 19 Nov 2021 00:24:00 +0000 https://goodwillsavannahga.org/camtek-announces-the-price-of-an-oversized-private-offering-of-175-million-of-0-convertible-senior-bonds-due-2026/

MIGDAL HAEMEK, Israel, November 18, 2021 / PRNewswire / – Camtek Ltd. (Nasdaq: CAMT; TASE: CAMT), a leading manufacturer of metrology and inspection equipment for the semiconductor industry, today announced the price of $ 175 million euros of the total principal amount of the 0% convertible senior bonds maturing in 2026 (the “Remarks“) in a private offer (the”Offer“) to persons reasonably suspected of being qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the”Securities Act“). The offer has been increased compared to the previous announcement $ 140 million total principal of the notes. In addition, Camtek has granted the original purchasers of the Notes an option to purchase, for settlement within 13 days of the date of the initial issuance of the Notes, up to an additional aggregate amount of $ 25 million. tickets. Ticket sales to initial buyers are expected to close on November 23, 2021, subject to customary closing conditions.

The Notes will not bear regular interest and the principal amount of the Notes will not accumulate. The notes will expire on December 1, 2026, unless they are redeemed, redeemed or converted in accordance with their terms before that date.

The Notes will be convertible on the basis of an initial conversion rate of 17.1092 ordinary shares per $ 1,000 principal amount of the Notes, equivalent to an initial conversion price of approximately $ 58.45 per common share, which represents a conversion premium of approximately 30% over the last published sale price of Camtek’s common shares on the Nasdaq Global Market on November 18, 2021. The conversion rate is subject to adjustment if certain events occur. Before the close of business on the working day immediately preceding August 1, 2026, the Notes will only be convertible at the option of the holders of Notes on the occurrence of certain events, the satisfaction of certain conditions and during certain periods. On or after August 1, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or part of their notes at any time, regardless of the foregoing conditions. The Notes will be convertible into cash, Camtek common stock or a combination thereof, with the form of consideration determined at Camtek’s option.

Camtek cannot redeem tickets before December 6, 2024, except in the event of modification of certain tax laws. On or after December 6, 2024, Camtek may at any time and from time to time redeem all or part of the Notes for cash (subject to a certain partial redemption limitation), at Camtek’s option, if the last declared sale price of Camtek ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether consecutive or not) during any period of 30 consecutive trading days (including the last trading day of this period) ending on the trading day immediately preceding the date on which Camtek provides a redemption notice, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest (the if applicable) until the reimbursement date, but excluding. Noteholders will have the right to require Camtek to redeem all or part of their Notes in the event of a fundamental change (as defined in the Note Governing Act) at a cash redemption price equal to 100%. of the principal amount. Notes to be redeemed, plus any accrued and unpaid special interest (if any) up to, but excluding the Fundamental Change redemption date.

When issued, the Notes will constitute the general unsecured obligations of Camtek which have priority in right of payment over any indebtedness of Camtek which is expressly subordinated in terms of right of payment to the Notes; rank equally in right of payment with all unsecured debts of Camtek which are not so subordinated; will effectively rank inferior in the right of payment to any secured debt of Camtek to the extent of the value of the assets securing such debt, and to Camtek’s liabilities in priority under applicable bankruptcy laws of Israel; and structurally lower than all debts and other liabilities (including trade debts) of Camtek’s subsidiaries.

Camtek estimates that the net proceeds of the Offering will be approximately $ 170.1 million (Where $ 194.5 million if the initial purchasers exercise their option to purchase all of the additional tickets), after deduction of the costs and offering costs estimated to be borne by Camtek.

Camtek intends to use the net proceeds of the Offering for general corporate purposes, including, but not limited to, potential acquisitions, working capital, capital expenditures, investments , research and development and product development. Camtek has not determined the amount of net proceeds to be used specifically for the aforementioned purposes and has no agreement or arrangement regarding any acquisition or investment at this time.

The Notes have only been offered to persons reasonably suspected of being Qualified Institutional Purchasers under Rule 144A of the Securities Act. The offering and sale of the Notes and the common shares of Camtek issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, securities laws securities of a state or securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except under an applicable exemption from these registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes described herein, nor will there be any sale of the Notes (or the common shares of Camtek which may be issued upon conversion of Notes, if any) in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

About Camtek

Camtek is a leading developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry. Camtek’s systems inspect integrated circuits and measure the characteristics of integrated circuits on wafers throughout the semiconductor device production process, covering the front and middle of the end, and through to the start of assembly (post-cutting). Camtek’s systems inspect wafers for the most demanding semiconductor market segments, including advanced interconnect encapsulation, memory, CMOS image sensors, MEMS and RF, serving leading IDMs, OSAT and global industry foundries. Camtek’s world-class sales and customer support infrastructure is organized around eight US-based subsidiaries, Europe, Japan, China, Hong Kong, Taiwan, Korea and Singapore.

Forward-looking statements

This press release contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. (“We”, “our” and “our”). Forward-looking statements can be identified by the use of words such as “believe”, “anticipate”, “should”, “intend”, “plan”, “may”, “may”, “expect”. “,” Estimate “,” “project”, “positioned”, “strategy” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties which may cause Camtek’s actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied by these forward-looking statements, including, but not limited to whether Camtek will issue the Notes and the intended use of the proceeds of the Offering. Our actual results and performance could differ materially from those projected in forward-looking statements due to many factors, including the effect of the COVID-19 crisis on global markets and the markets in which we operate, including the risk of continued disruption to our operations and those of our customers, suppliers, business partners and subcontractors due to the COVID-19 pandemic; our expectations regarding the sufficiency of available liquidity; our dependence on the semiconductor industry and the risk that adverse economic conditions or low capital expenditures could negatively impact our results of operations; trends and anticipated impacts associated with industry component and substrate shortages; the future purchase, use and availability of components supplied by third parties; dockage and other disruptions to our customers’ operations, which could reduce production yields or interrupt manufacturing, and could result in the cancellation or delay of the purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant participants with more resources than us; the rapid evolution of technology in the markets in which we operate and our ability to adequately anticipate these changes or keep pace with emerging industry standards; risks related to the concentration of a significant part of our activity in certain countries of the Asia-Pacific Region, in particular China (which is our largest territory), Taiwan and Korea; changing industry and market trends; reduced demand for our products; the timely development of our new products and their market adoption; increased competition in industry; price reductions; and other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents which may subsequently be filed by Camtek from time to time with the SEC.

While we believe we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that such statements are based on a combination of facts and factors currently known to us and on our projections for the future, about which we cannot be certain. In addition, any forward-looking statement represents the views of Camtek only as of the date of this press release and should not be construed as representing its views at any later date. Camtek assumes no obligation to update forward-looking statements, except as required by law.

CAMTEK LTD.

Moshe Eisenberg, Chief Financial Officer

Phone. : +972 4 604 8308

Mobile: +972 54 900 7100

[email protected]

INTERNATIONAL INVESTOR RELATIONS

GK Investor Relations

Ehud Helft
Phone. : (United States) 1 212 378 8040

[email protected]

SOURCE Camtek Ltd.

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Red flags that signal the impending financial collapse of a country https://goodwillsavannahga.org/red-flags-that-signal-the-impending-financial-collapse-of-a-country/ Sun, 07 Nov 2021 05:07:12 +0000 https://goodwillsavannahga.org/red-flags-that-signal-the-impending-financial-collapse-of-a-country/

Lebanon is facing such a severe financial collapse that the World Bank has called it one of the worst since the mid-19th century. The country is quickly sinking into a dangerous state of state bankruptcy, marked by violent riots, escalating power outages and sky-high increases in fuel prices.

According to Rami Hajjar, portfolio manager at Allan Gray, the Lebanese crisis shows how badly things can turn out when mismanagement of public policies and corruption are the order of the day.

“While South Africa is in a very different position from Lebanon, the events there are a valuable lesson in understanding how quickly things fall apart if there is a lack of sound economic policy, fiscal discipline and no strong and independent institutions to keep the economic and financial system functioning, ”Hajjar said.

He added that too often the root of a crisis lies in a country constantly spending beyond its means.

Looking at the unfolding crisis in Lebanon, Hajjar discusses the main flags that warn of a country’s near financial collapse.


1. Getting stuck in a debt spiral

According to Hajjar, the Lebanese crisis arose from the financial and economic policies that he undertook to attract significant foreign flows to finance the reconstruction of the country. To do this, the currency was pegged (giving confidence in the monetary system), high interest rates were granted and capital movements were fully liberalized.

“While the economy was out of the ordinary and the tax base was tiny, the budget was financed by a large debt. The government has resorted to domestic borrowing, raised in local currency, to meet its overall financing need. Most of them carried very high interest rates, given the risk premium demanded by investors to finance a country in ruins. With high borrowing costs, the overall budget deficit widened rapidly. “

Between 1993 and 2019, the government generated cumulative revenue of about $ 170 billion and spent about $ 260 billion, resulting in a deficit of $ 90 billion. This compares to a cumulative interest payment estimated at $ 87 billion, meaning that interest was responsible for the full cumulative deficit.

“It only takes a few years of reckless spending to get stuck in a spiral of debt distress. “


2. Embezzlement of public money by nepotism

Hajjar said the reconstruction project involved a massive embezzlement of public funds through nepotism in the awarding of contracts, an overt transfer of wealth from public entities to private entities, and tenders far in excess of the costs of the project.

“Some estimates place the amount of waste at over 50% of the total cost of reconstruction,” he said. “In 2019, Lebanon had one of the highest debt-to-GDP ratios in the world. As a result, interest payments consumed around 50% of government revenue by 2019. ”


3. Expenses for an inflated bill from the public sector and broken state entities

“Most public spending did not generate economic value. The two main sources of primary spending were public sector salaries (a very bloated public sector that served sectarian patronage) and subsidies to the bankrupt state-owned Electricité du Liban (EDL), where deeply entrenched vested interests stalled. any reform, ”Hajjar said. .


4. A country consumes more than it produces and depends too much on imports

Lebanon consumes more than it produces and relies heavily on imports.

“The export base is tiny due to the long-standing neglect of productive sectors at the expense of the service sector, an overvalued exchange rate and a commitment to open trade without policies to protect domestic industries. “

He said that the link between the budget deficit and the current account deficit is important.

“Budgetary expenditure comprised three main items: interest expense, salaries and subsidies to EDL. Almost half of the interest expense was in US dollars, and most EDL costs were in foreign currency. As for wages, even if they were paid in local currency, consumer spending would automatically lead to outflows of US dollars as the country depended on imports to cover 85% of its daily needs.


5. Excessive reliance on remittances

In the case of Lebanon, the main source of finance was not export, which is a sustainable means by which countries generally finance capital outflows. Instead, the country has relied on the constant influx of remittances from the Lebanese diaspora (an estimated 12 million Lebanese live abroad compared to 6.5 million in Lebanon) that have been channeled through a perceived strong banking sector.

“Remittances are not a sustainable way to finance a huge deficit. They are volatile in nature, as much of it accumulates as liabilities on the banking sector’s balance sheet, making them vulnerable to sudden exits, ”Hajjar said.


6. The (dubious) role of a central bank

“The net reserves figure of Lebanon’s central bank showed a worrying picture,” Hajjar said.

He explains that as Lebanon began to see its inflows decrease, which intensified in 2015, the central bank, the Banque du Liban, underwent a series of operations called “financial engineering”, intended to solve serious problems. problems: the central bank’s shortage of foreign exchange, the financing needs of the Treasury, and insufficient capital and liquidity of private banks.

“In short, the central bank has paid banks an exorbitant return on dollar deposits to bolster its dollar reserves. This gave a boost to the profits and capital of the banks (in effect an injection of capital financed by money without any equity participation in return – that is, a direct transfer of money from the banks). taxpayers to a few wealthy bankers), ”Hajjar said.

He said that to maximize the benefits of the program, banks were incentivized to attract new inflows of dollars by offering high rates to expatriates (and at the same time a significant reduction in lending to the real economy, compounding the problem).

“The effect of this has been to strengthen the central bank’s gross reserves in the short term.”

The central bank, in turn, was using this money to fund both the current account (i.e. the net reserve figure (which takes into account liabilities – and was never released) turned red and continued to grow. widen.

“Basically, a great Ponzi scheme was at play. The central bank was paying very high interest to banks and banks to customers by crediting accounts without generating a return on cash. On the contrary, the central bank was spending money and relying on new money to fund exits, ”Hajjar said.


7. Blind and stubborn trust in the banking system

“The role of crowd psychology in preventing / precipitating crises is fascinating: as long as people didn’t know that a devious ploy was going on and trust existed, the ploy could continue. “

On October 17, 2019, the government’s proposed WhatsApp communications tax sparked large protests that lasted for weeks. The banks (which were in part the target of the protests, accused of generating super profits over the years and failing to pay a fair share to the fiscus) closed their branches for a week.

Confidence was lost. When they reopened, there was a rush on the banks, especially from expats with dollar accounts. The banks could not meet this demand. Informal capital controls were immediately put in place and the system collapsed.

“It only took a few weeks for the Lebanese to realize that the value of the financial system was artificial and that their hard-earned savings were gone. “

He added that in the months leading up to the crisis, most Lebanese with average financial education still held the majority of their savings in a deposit account.

“Although they understood that the country’s parameters were worryingly serious, they were complacent about the situation, arguing that it had always been the case and that confidence in the system would continue no matter what. Until it didn’t, and it happened overnight.

“In the end, Lebanon was left with a three-pronged crisis: a balance of payments / currency crisis, a sovereign debt crisis and a banking crisis,” Hajjar said, adding that it is wise to watch for the above red flags in economies that are under pressure.


Read: R15-plus for a dollar to become the new normal in 2022: Nedbank

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I finally feel better with Uber: here’s how to redeem it https://goodwillsavannahga.org/i-finally-feel-better-with-uber-heres-how-to-redeem-it/ Fri, 05 Nov 2021 14:30:00 +0000 https://goodwillsavannahga.org/i-finally-feel-better-with-uber-heres-how-to-redeem-it/

Uber Technologies (UBER) released its third quarter financial results Thursday evening. The company recorded a loss of $ 1.28 per share under GAAP, which is below consensus by nearly $ 1 per share. This net result also compares quite unfavorably with the loss of GAAP EPS recorded in the third quarter of 2020 (- $ 0.62). On the revenue side, Uber generated sales of $ 4.85 billion in the three-month reference period. That number beat Wall Street and was good enough for 72.6% annual growth.

Adjusted EBITDA printed in a pedestrian, but positive of $ 8 million. So why the net loss which totals $ 2.4 billion? The company says $ 2 billion of that $ 2.4 billion came directly from a revaluation of the company’s stock investments. In short, the firm is heavily invested in DiDi Global (DIDI), also known as “Uber of China” and as we know, DiDi Global to date has laid an egg. Oh, and after having what was really a very decent quarter, management was cautious. Let’s explore.

Nuts and bolts

Gross bookings increased 57% year-on-year to $ 23.113 billion (a record high) with gross mobility bookings up 67% to $ 9.9 billion, gross delivery bookings up 50 % to $ 12.8 billion and gross freight bookings increased 39% to $ 402 million.

The adjusted EBITDA of $ 8 million mentioned above represents Uber’s very first profitable quarter (on an adjusted basis) as a public company. This very pedestrian result really tells the story of a business torn apart in different directions. Mobility segment adjusted EBITDA, which includes the well-known taxi service we all used, benefited from Adjusted EBITDA of $ 544 million, up 122% from last year. Delivery segment adjusted EBITDA improved from – $ 183 million a year ago to – $ 12 million, while freight segment adjusted EBITDA increased from – $ 73 million to -35 million dollars. The heaviest part of the business is in the corporate G&A and R&D of the platform. This area saw an improvement in Adjusted EBITDA, albeit very slight, from – $ 510 million to – $ 489 million.

Geographically, in terms of income distribution, the United States and Canada saw impressive growth of 66% to $ 2.648 billion, while totals but not growth were much lower elsewhere. EMEA (Europe, Middle East and Africa) grew 80% to $ 1.064 billion. APAC (Asia-Pacific) posted phenomenal growth of 131% to $ 743 million, and lastly Latin America contributed $ 390 million in revenue, up 29%.

Advice

Looking ahead, the company has guided fourth quarter gross bookings in a range of $ 25 billion to $ 26 billion, with Adjusted EBITDA likely to fall into a wide range that starts at $ 25 million and peaks at $ 75 million. of dollars. That’s very light of the nearly $ 100 million Wall Street was looking for. While I think Wall Street may have taken DIDI investing a little more closely than they could have, this cautious stance is one of the reasons the stocks sold overnight.

I also think Wall Street came to view the forecast as perhaps intentionally light, stocks rallied until the early hours of Friday morning. My opinion? Uber may have to wait until the dawn of truly autonomous driving for the company to have the potential to truly excel in terms of profitability, but this business is growing. For the first time in a long time, I feel better with Uber.

Balance sheet

The company’s net cash position is actually going down over the past 12 months if you include short-term investments, which I do. However, the business has experienced significant growth in restricted cash, and including this cash, there is growth not only in cash position, but in total assets. Total liabilities are up year over year due to growth in long-term debt. Total assets always amount to more than 150% of liabilities less equity. The balance sheet is doing well.

Table

Readers will see that UBER hit firm and strict resistance in October at the 38.2% Fibonacci retracement level during the February-September sell-off. This stock has picked up both its 50-day SMA and its 21-day EMA, with this line offering recent support. There is, however, an unfilled $ 40 / $ 42 gap that was created in September and it is quite conceivable that there will be an attempt at some point to close that gap.

With stocks trading so close to recent resistance and not so close to where I think stocks might go, I will not be buying stocks of that name at this level today. However, I am willing to take a discounted equity risk over time and get paid for it.

Right now, the $ 42 UBER January puts still pay around $ 1.40, and the $ 40 January UBER puts pay between $ 0.90 and $ 0.95. I find writing these puts more appealing right now than buying stocks at today’s premium price.

Get an email alert every time I write an article for real money. Click the “+ Follow” next to my signature for this article.

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Amended and updated 2015 management incentive plan https://goodwillsavannahga.org/amended-and-updated-2015-management-incentive-plan/ Wed, 03 Nov 2021 18:20:05 +0000 https://goodwillsavannahga.org/amended-and-updated-2015-management-incentive-plan/
The Company's Board of Directors and stockholders adopted the 2015 Management
Incentive Plan, which became effective upon consummation of the IPO, and was
subsequently amended and restated following receipt of approval from the
Company's stockholders on June 30, 2017. The Amended and Restated 2015
Management Incentive Plan provides for the grant of stock options, restricted
stock units, and other awards based on an aggregate of 21,000,000 shares of
Class A Common Stock, subject to additional sublimits, including limits on the
total option grant to any one participant in a single year and the total
performance award to any one participant in a single year.

                                       38
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On November 13, 2020, the Company amended its form award agreement for the
issuance of RSUs to provide for the continued vesting of outstanding RSU awards
upon the occurrence of a qualified retirement (the "RSU Amendment"). A qualified
retirement generally means a voluntary resignation by the participant (i) after
five years of service, (ii) the participant attaining the age of 50 and (iii)
the sum of the participant's age and service at the time of termination equaling
or exceeding 65. Continued vesting is subject to the participant entering into a
2 year non-compete. The RSU Amendment was authorized and approved by the
Compensation Committee of the Company's Board of Directors. As a result of the
RSU Amendment, currently issued and outstanding RSUs held by the Company's
employees, including its executive officers, shall be deemed to be subject to
the amended terms of the form award agreement, and any future RSU awards shall
also be governed by such amended terms.

Investment Technology Group, Inc. Modified and Maintained. Omnibus share compensation plan 2007


On the ITG Closing Date, the Company assumed the Amended and Restated ITG 2007
Equity Plan and the Assumed Awards. As of the ITG Closing Date, the aggregate
number of shares of Class A Common Stock subject to such Assumed Awards was
2,497,028 and the aggregate number of shares of Class A Common Stock that
remained issuable pursuant to the Amended and Restated ITG 2007 Equity Plan was
1,230,406.

Share Repurchase Program

On May 4, 2021, the Company's Board of Directors authorized the expansion of the
Company's share repurchase program, increasing the total authorized amount by
$300 million to $470 million in Class A Common Stock and Virtu Financial Units
and extending the duration of the program through May 4, 2022. The share
repurchase program authorizes the Company to repurchase shares from time to time
in open market transactions, privately negotiated transactions or by other
means. Repurchases are also permitted to be made under Rule 10b5-1 plans. The
timing and amount of repurchase transactions are determined by the Company's
management based on its evaluation of market conditions, share price, cash
sources, legal requirements and other factors. From the inception of the program
through September 30, 2021, the Company repurchased approximately 12.5 million
shares of Class A Common Stock and Virtu Financial Units for approximately
$337.5 million. As of September 30, 2021, the Company has approximately
$132.5 million remaining capacity for future purchases of shares of Class A
Common Stock and Virtu Financial Units under the program.

Employee exchanges


During the nine months ended September 30, 2021 and 2020, pursuant to the
exchange agreement by and among the Company, Virtu Financial and holders of
Virtu Financial Units, certain current and former employees elected to exchange
405,272 and 2,420,239 units, respectively in Virtu Financial held directly or on
their behalf by Virtu Employee Holdco LLC ("Employee Holdco") on a one-for-one
basis for shares of Class A Common Stock.

Mandate issuance


On March 20, 2020, in connection with and in consideration of the Founder
Member's commitments under the Founder Member Loan Facility (as described in
Note 9 "Borrowings"), the Company delivered to the Founder Member a warrant (the
"Warrant") to purchase shares of the Company's Class A Common Stock. Pursuant to
the Warrant, the Founder Member may purchase up to 3,000,000 shares of Class A
Common Stock. If at any time during the term of the Founder Member Loan
Facility, the Founder Member Loans equal to or greater than $100 million had
remained outstanding for a certain period of time specified in the Warrant, the
number of shares would have increased to 10,000,000. The Founder Member Loan
Facility Term expired on September 20, 2020 without the Company having borrowed
any Founder Member Loans thereunder (as described in Note 9 "Borrowings"), and
as a result no such increase in the number of shares which may be purchased has
occurred or will occur pursuant to the terms of the Warrant. The exercise price
per share of the Class A Common Stock issuable pursuant to the Warrant is
$22.98, which in accordance with the terms of the Warrant, is equal to the
average of the volume weighted average prices of the Class A Common Stock for
the ten (10) trading days following May 7, 2020, the date on which the Company
publicly announced its earnings results for the first quarter of 2020. The
Warrant may be exercised to purchase up to 3,000,000 shares of the Company's
Class A Common Stock on any date after May 22, 2020 up to and including January
15, 2022. The Warrant and Class A Common Stock issuable pursuant to the Warrant
were offered, and will be issued and sold, in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), set forth under Section 4(a)(2) of the Securities Act
relating to sales by an issuer not involving any public offering.

The fair value of the Warrant was determined using a Black-Scholes-Merton model,
and was recorded as a debt issuance cost within Other Assets on the Condensed
Consolidated Statements of Financial Condition and as an increase to Additional
paid-in capital on the Condensed Consolidated Statements of Changes in Equity.
The balance was amortized on a straight-line basis from March 20, 2020 through
September 20, 2020, the date on which the Founder Member Loan Facility
                                       39

————————————————– ——————————-

The table of contents has expired and has been recorded as an expense in debt issuance costs related to debt refinancing, prepayments and commitment fees in the Condensed Consolidated Statements of Comprehensive Income.

Accumulated other comprehensive income (loss)

The following table shows the changes in other comprehensive income (loss) for the three and nine months ended. September 30, 2021 and 2020:

Three months ended September 30, 2021

Amounts recognized Amounts reclassified AOCI Closing (in thousands)

                             AOCI Beginning Balance               in AOCI             from AOCI to income            Balance
Net change in unrealized cash flow
hedges gains (losses) (1)                 $         (24,952)              $         (1,612)         $           3,803          $    (22,761)
Foreign exchange translation
adjustment                                            5,835                         (4,912)                         -                   923
Total                                     $         (19,117)              $         (6,524)         $           3,803          $    (21,838)

(1) Amounts reclassified from accumulated other comprehensive income to income are included in financing interest expense on long-term borrowings in the condensed consolidated statements of comprehensive income. From September 30, 2021, the Company expects approximately $ 15.0 million be reclassified from accumulated other comprehensive income to income over the next 12 months. The reclassification schedule is based on the payment schedule for interest on long-term loans.

Three months ended September 30, 2020

Amounts recognized Amounts reclassified AOCI Closing (in thousands)

                             AOCI Beginning Balance               in AOCI             from AOCI to income            Balance
Net change in unrealized cash flow
hedges gains (losses)                     $         (36,710)              $         (1,797)         $           1,948          $    (36,559)
Foreign exchange translation
adjustment                                           (2,857)                         4,213                          -                 1,356
Total                                     $         (39,567)              $          2,416          $           1,948          $    (35,203)



                                                                   Nine

Ended months September 30, 2021

                                                                     Amounts                 Amounts
                                           AOCI Beginning            recorded           reclassified from          AOCI Ending
(in thousands)                                 Balance               in AOCI             AOCI to income              Balance
Net change in unrealized cash flow
hedges gains (losses) (1)                 $      (33,444)         $       

(83) $ 10,766 $ (22,761)
Currency translation difference

                                         7,957               (7,034)                        -                   923
Total                                     $      (25,487)         $    (7,117)         $         10,766          $    (21,838)
(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the
Consolidated Statements of Comprehensive Income. As of September 30, 2021, the Company expects approximately $15.0 million to be
reclassified from AOCI into earnings over the next 12 months. The timing of the reclassification is based on the interest
payment schedule of the long-term borrowings.

                                                                   Nine 

Ended months September 30, 2020

                                                                     Amounts                 Amounts
                                           AOCI Beginning            recorded           reclassified from          AOCI Ending
(in thousands)                                 Balance               in AOCI             AOCI to income              Balance
Net change in unrealized cash flow
hedges gains (losses)                     $            -          $   

(42,405) $ 5,846 $ (36,559)
Currency translation difference

                                          (647)               2,003                         -                 1,356
Total                                     $         (647)         $   

(40,402) $ 5,846 $ (35,203)
(1) Amounts reclassified from accumulated other comprehensive income to income are included in financing interest expense on long-term borrowings in the consolidated statements of comprehensive income.

19. Compensation in shares


Pursuant to the Amended and Restated 2015 Management Incentive Plan as described
in Note 18 "Capital Structure", and in connection with the IPO, non-qualified
stock options to purchase shares of Class A Common Stock were granted, each of
which vests in equal annual installments over a period of four years from grant
date and expires not later than 10 years from the date of grant.

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The following table summarizes activity related to stock options for the nine
months ended September 30, 2021 and 2020:

                                                              Options Outstanding                                           Options Exercisable
                                                               Weighted Average         Weighted Average                                  Weighted Average
                                                              Exercise Price Per            Remaining                                      Exercise Price
                                     Number of Options              Share               Contractual Life         Number of Options            Per Share

At December 31, 2019                       3,233,779          $         18.74                         5.24             3,233,779          $        18.74
Granted                                            -                        -                      -                           -                       -
Exercised                                   (807,627)                   17.96                      -                    (807,627)                  17.96
Forfeited or expired                               -                        -                      -                           -                       -
At September 30, 2020                      2,426,152          $         19.00                         4.49             2,426,152          $        19.00

At December 31, 2020                       2,324,152          $         19.00                         4.24             2,324,152          $        19.00
Granted                                            -                        -                      -                           -                       -
Exercised                                   (446,997)                   19.00                      -                    (446,997)                  19.00
Forfeited or expired                               -                        -                      -                           -                       -
At September 30, 2021                      1,877,155          $         19.00                         3.49             1,877,155          $        19.00



The expected life was determined based on an average of vesting and contractual
period. The risk-free interest rate was determined based on the yields available
on U.S. Treasury zero-coupon issues. The expected stock price volatility was
determined based on historical volatilities of comparable companies. The
expected dividend yield was determined based on estimated future dividend
payments divided by the IPO stock price. The stock options to purchase shares of
Class A Common Stock were fully vested in 2019.

Investment Technology Group, Inc. Modified and Maintained. Omnibus share compensation plan 2007


On the ITG Closing Date, the Company assumed the Amended and Restated ITG 2007
Equity Plan and the Assumed Awards. The Assumed Awards are subject to the same
terms and conditions that were applicable to them under the Amended and Restated
ITG 2007 Equity Plan, except that (i) the Assumed Awards relate to shares of the
Company's Class A Common Stock, (ii) the number of shares of Class A Common
Stock subject to the Assumed Awards was the result of an adjustment based upon
an Exchange Ratio (as defined in the ITG Merger Agreement) and (iii) the
performance share unit awards were converted into service-based vesting
restricted stock unit awards that were no longer subject to any performance
based vesting conditions. As of the ITG Closing Date, the aggregate number of
shares of Class A Common Stock subject to such Assumed Awards was 2,497,028 and
the aggregate number of shares of Class A Common Stock that remained issuable
pursuant to the Amended and Restated ITG 2007 Equity Plan was 1,230,406. The
Company filed a Registration Statement on Form S-8 on the ITG Closing Date to
register such shares of Class A Common Stock.

Class A common shares, restricted share units and restricted share grants


Pursuant to the Amended and Restated 2015 Management Incentive Plan as described
in Note 18 "Capital Structure", subsequent to the IPO, shares of immediately
vested Class A Common Stock, RSUs and RSAs were granted, with RSUs and RSAs
vesting over a period of up to 4 years. The fair value of the Class A Common
Stock and RSUs was determined based on a volume weighted average price and the
expense is recognized on a straight-line basis over the vesting period. The fair
value of the RSAs was determined based on the closing price as of the date of
grant and the expense is recognized from the date that achievement of the
performance target becomes probable through the remainder of the vesting period.
Performance targets are based on the Company's adjusted EBITDA for certain
future periods. For the nine months ended September 30, 2021 and 2020,
respectively, there were 633,938 and 967,526 shares of immediately vested Class
A Common Stock granted as part of year-end compensation. In addition, the
Company accrued compensation expense of $6.3 million for the three months ended
September 30, 2021 and reduced accrued compensation expense by $11.4 million for
the three months ended September 30, 2020, and accrued compensation expense of
$17.7 million and $14.4 million for the nine months ended September 30, 2021 and
2020, respectively, related to immediately vested Class A Common Stock expected
to be awarded as part of year-end incentive compensation, which was included in
Employee compensation and payroll taxes on the Condensed Consolidated Statements
of Comprehensive Income and Accounts payable, accrued expenses and other
liabilities on the Condensed Consolidated Statements of Financial Condition.

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The following table summarizes activity related to RSUs (including the Assumed
Awards) and RSAs for the nine months ended September 30, 2021 and 2020:
                                                                                             Weighted
                                                                  Number of RSUs and       Average Fair
                                                                         RSAs                 Value

At December 31, 2019                                                   2,993,489           $    24.10
Granted                                                                3,300,894                17.15
Forfeited                                                               (391,223)               17.90
Vested                                                                (2,124,843)               20.40
At September 30, 2020                                                  3,778,317           $    20.77

At December 31, 2020                                                   3,393,084           $    21.35
Granted (1)                                                            2,442,953                27.06
Forfeited                                                               (191,296)               22.97
Vested                                                                (2,032,477)               23.27
At September 30, 2021                                                  3,612,264           $    24.05

(1) Excluded from the number of RSU and RSA 350,000 participating RSA whose grant date has not been reached because the performance conditions have not been met.




The Company recognized $6.7 million and $9.0 million for the three months ended
September 30, 2021 and 2020 and $20.5 million and $25.8 million for the nine
months ended September 30, 2021 and 2020, respectively, of compensation expense
in relation to RSUs. As of September 30, 2021 and December 31, 2020, total
unrecognized share-based compensation expense related to unvested RSUs was $51.4
million and $37.1 million, respectively, and this amount is to be recognized
over a weighted average period of 1.1 years and 1.0 year, respectively. Awards
in which the specific performance conditions have not been met are not included
in unrecognized share-based compensation expense.

On November 13, 2020, the Company adopted the Virtu Financial, Inc. Deferred
Compensation Plan (the "DCP"). The DCP permits eligible executive officers and
other employees to defer cash or equity based compensation beginning in the
calendar year ending December 31, 2021, subject to certain limitations and
restrictions. Deferrals may also be directed to notional investments in certain
of the employee investment opportunities. No amounts have been recognized as
compensation cost under the DCP as of September 30, 2021.

20. Regulatory requirement

we Subsidiary company


The Company's U.S. broker-dealer subsidiary, VAL, is subject to the SEC Uniform
Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital
as detailed in the table below. Pursuant to New York Stock Exchange ("NYSE")
rules, VAL was also required to maintain $1.0 million of capital in connection
with the operation of its designated market maker ("DMM") business as of
September 30, 2021. The required amount is determined under the exchange rules
as the greater of (i) $1 million or (ii) $75,000 for every 0.1% of NYSE
transaction dollar volume in each of the securities for which the Company is
registered as the DMM.

VAL's regulatory capital and regulatory capital requirements as of September 30,
2021 was as follows:
                                                                                                             Excess
                                                           Regulatory          Regulatory Capital          Regulatory
(in thousands)                                               Capital              Requirement               Capital
Virtu Americas LLC                                       $    484,482          $         1,725          $     482,757



As of September 30, 2021, VAL had $60.9 million of cash in special reserve bank
accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation
for Determination of Reserve Requirements, and $8.8 million of cash in reserve
bank accounts for the benefit of proprietary accounts of brokers. The balances
are included within Cash restricted or segregated under regulations and other on
the Condensed Consolidated Statements of Financial Condition.

VAL's regulatory capital and regulatory capital requirements as of December 31,
2020 was as follows:
                                                                                                             Excess
                                                           Regulatory          Regulatory Capital          Regulatory
(in thousands)                                               Capital              Requirement               Capital
Virtu Americas LLC                                       $    621,253          $         2,917          $     618,336



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As of December 31, 2020, VAL had $96.2 million of cash in special reserve bank
accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation
for Determination of Reserve Requirements, and $20.4 million of cash in reserve
bank accounts for the benefit of proprietary accounts of brokers.

Foreign subsidiaries


The Company's foreign subsidiaries are subject to regulatory capital
requirements set by local regulatory bodies, including the Investment Industry
Regulatory Organization of Canada ("IIROC"), the Central Bank of Ireland
("CBI"), the Financial Conduct Authority ("FCA") in the United Kingdom, the
Australian Securities and Investments Commission ("ASIC"), the Securities and
Futures Commission in Hong Kong ("SFC"), and the Monetary Authority of Singapore
("MAS").

The regulatory net capital balances and regulatory capital requirements
applicable to the Company's foreign subsidiaries as of September 30, 2021 were
as follows:
                                                          Regulatory          Regulatory Capital        Excess Regulatory
(in thousands)                                             Capital                Requirement                Capital
Canada
Virtu ITG Canada Corp                                  $      16,911          $            197          $       16,714

Virtu Financial Canada ULC                                       200                       197                       3
Ireland
Virtu ITG Europe Limited (1)                                  78,066                    32,636                  45,430
Virtu Financial Ireland Limited (1)                          109,229                    58,083                  51,146
United Kingdom
Virtu ITG UK Limited                                           1,057                       846                     211
Asia Pacific
Virtu ITG Australia Limited                                   30,717                     8,776                  21,941
Virtu ITG Hong Kong Limited                                    2,902                       513                   2,389
Virtu ITG Singapore Pte Limited                                  845                        74                     771

(1) Preliminary



As of September 30, 2021, Virtu ITG Europe Limited and Virtu ITG Canada Corp had
$0.2 million and $0.4 million, respectively, of segregated funds on deposit for
trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd. had $30
thousand of segregated balances under a collateral account control agreement for
the benefit of certain customers.

The regulatory net capital balances and regulatory capital requirements
applicable to the Company's foreign subsidiaries as of December 31, 2020 were as
follows:
                                                              Regulatory          Regulatory Capital        Excess Regulatory
(in thousands)                                                 Capital                Requirement                Capital
Canada
Virtu ITG Canada Corp                                      $      12,944          $            196          $       12,748
Virtu Financial Canada ULC                                         2,486                       196                   2,290
Ireland
Virtu ITG Europe Limited                                          57,459                    32,106                  25,353
Virtu Financial Ireland Limited                                   94,528                    41,038                  53,490
United Kingdom
Virtu ITG UK Limited                                               1,290                       910                     380
Asia Pacific
Virtu ITG Australia Limited                                       30,606                    12,729                  17,877
Virtu ITG Hong Kong Limited                                        4,290                       625                   3,665
Virtu ITG Singapore Pte Limited                                      796                        76                     720



As of December 31, 2020, Virtu ITG Europe Limited and Virtu ITG Canada Corp had
$0.2 million and $0.4 million, respectively, of funds on deposit for trade
clearing and settlement activity, and Virtu ITG Hong Kong Ltd had $30 thousand
of segregated balances under a collateral account control agreement for the
benefit of certain customers.

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21. Geographic Information and Business Segments

The Company operates its business in the U.S. and internationally, primarily in
Europe, Asia and Canada. Significant transactions and balances between
geographic regions occur primarily as a result of certain of the Company's
subsidiaries incurring operating expenses such as employee compensation,
communications and data processing and other overhead costs, for the purpose of
providing execution, clearing and other support services to affiliates. Charges
for transactions between regions are designed to approximate full costs.
Intra-region income and expenses and related balances have been eliminated in
the geographic information presented below to accurately reflect the external
business conducted in each geographical region. The revenues are attributed to
countries based on the locations of the subsidiaries. The following table
presents total revenues by geographic area for the three and nine months ended
September 30, 2021 and 2020:

                                               Three Months Ended September 30,            Nine Months Ended September 30,
(in thousands)                                     2021                2020                   2021                    2020
Revenues:
United States                                  $  433,013          $ 484,594          $       1,678,650          $ 2,045,330
Ireland                                            55,137             61,320                    242,614              233,783
Singapore                                          30,696             26,630                    102,965              140,492
Canada                                             13,955             71,268                     43,924              103,331
Australia                                           9,982             10,107                     31,868               32,186
United Kingdom                                          -                964                      1,745                3,944
Others                                              1,561              1,229                      4,115                3,569
Total revenues                                 $  544,344          $ 656,112          $       2,105,881          $ 2,562,635


The Company has two operating segments: (i) Market Making and (ii) Execution Services; and a non-operating segment: Corporate.


The Market Making segment principally consists of market making in the cash,
futures and options markets across global equities, fixed income, currencies and
commodities. As a market maker, the Company commits capital on a principal basis
by offering to buy securities from, or sell securities to, broker-dealers, banks
and institutions. The Company engages in principal trading in the Market Making
segment direct to clients as well as in a supplemental capacity on exchanges,
Electronic Communications Networks ("ECNs") and ATSs. The Company is an active
participant on all major global equity and futures exchanges and also trades on
substantially all domestic electronic options exchanges. As a complement to
electronic market making, the cash trading business handles specialized orders
and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.

The Execution Services segment comprises client-based trading and trading
venues, offering execution services in global equities, options, futures and
fixed income on behalf of institutions, banks and broker-dealers. The Company
earns commissions and commission equivalents as an agent on behalf of clients as
well as between principals to transactions; in addition, the Company will commit
capital on behalf of clients as needed. Client-based, execution-only trading in
the segment is done primarily through a variety of access points including: (i)
algorithmic trading and order routing in global equities and options; (ii)
institutional sales traders who offer portfolio trading and single stock sales
trading which provides execution expertise for program, block and riskless
principal trades in global equities and ETFs; and (iii) matching of client
conditional orders in POSIT Alert and client orders in the Company's ATSs,
including Virtu MatchIt, and POSIT. The Execution Services segment also includes
revenues derived from providing (a) proprietary risk management and trading
infrastructure technology to select third parties for a service fee, (b)
workflow technology, the Company's integrated, broker-neutral trading tools
delivered across the globe including trade order and execution management and
order management software applications and network connectivity and (c) trading
analytics, including (1) tools enabling portfolio managers and traders to
improve pre-trade, real-time and post-trade execution performance, (2) portfolio
construction and optimization decisions and (3) securities valuation. The
segment also includes the results of the Company's capital markets business, in
which the Company act as an agent for issuers in connection with at-the-market
offerings and buyback programs.

The Corporate segment contains the investments of the Company, mainly in strategic business opportunities and maintains the general expenses of the company and all other income and expenses which are not attributable to the other segments of the Company.


Management evaluates the performance of its segments on a pre-tax basis. Segment
assets and liabilities are not used for evaluating segment performance or in
deciding how to allocate resources to segments. The Company's total revenues and
income before income taxes and noncontrolling interest ("Pre-tax earnings") by
segment for the three months ended September 30, 2021 and 2020 and are
summarized in the following table:
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Depreciation Considerations When Adopting ASC 842 https://goodwillsavannahga.org/depreciation-considerations-when-adopting-asc-842/ Mon, 01 Nov 2021 08:53:39 +0000 https://goodwillsavannahga.org/depreciation-considerations-when-adopting-asc-842/

While most public companies have already adopted the new ASC 842 rental accounting standard, the adoption of ASC 842 is looming for private companies. For companies closed at the end of the calendar year, the standard takes effect on January 1, 2022. Regardless of the adoption status, all companies must take into account the potential impairment risk introduced by ASC 842. As for long-lived assets held and used, right of use – or “ROU” assets – recorded in accordance with ASC 842 must be tested for impairment under ASC 360, Property, plant and equipment.

For the purposes of impairment testing, these ROU assets are included in asset groups, which are the lowest level at which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. . Thus, individual asset groups may contain a combination of owned equipment, leased equipment, owned real estate and leased real estate, depending on the nature of the business activity and its location. portfolio of rental contracts.

While ROU asset impairment testing may seem like an issue going forward, it does have implications that companies should consider when adopting ASC 842.

Application of the risk-free rate

Rental debts are calculated by discounting future rents. Most often, the discount rate is the company’s marginal borrowing rate, or IBR, although the rate implicit in the lease is used if known. However, private companies can choose to use the risk free rate.

While the risk-free rate alleviates the burden of calculating the IBR, it will result in a lower discount rate than the company could borrow, resulting in a larger rental liability and related ROU asset. This dynamic is particularly acute in today’s low interest rate environment. In particular, the higher the carrying amount of the ROU asset, the greater the risk of impairment such as the carrying amount exceeding fair value. For example, assuming the asset pool fails the collectability test, rent payments of $ 1,000 per year for 10 years would have a present value of $ 8,983 if discounted at 2% and 6,145 $ if they were discounted at 10%. If the asset had a fair value of $ 7,500, it would be written down at a 2% discount rate but not at a 10% discount rate.

Following the initial adoption of ASC 842, the discount rate applied to each lease is based on the information available at the start date of the lease. Even if interest rates rise, the risk-free rate will remain lower than what the business can borrow. Applying the risk-free rate to both adoption and subsequent leases can save considerable time in determining IBR. However, be sure to consider the trade-off between higher asset and liability values, and increased depreciation risk as a result.

Renewal options

Under ASC 840 and ASC 842, a tenant is required to assess whether it is reasonably certain that the available renewal options will be exercised. If the tenant is reasonably certain, the term of the lease will include the renewal period. The incremental lease payments for the period are included in the initial calculation of the rental liability and the ROU asset, increasing their respective values. Thus, not only does the adoption of ASC 842 impact the balance sheet, but the reasonable certainty around the exercise of renewal options increases the magnitude of this impact and therefore the risk of impairment.

When assessing the likelihood of exercising renewal options, the business should take a holistic approach taking into account all economic factors based on contracts, assets, market and entities. Specifically, the business should consider the following: whether lease payments during the renewal period are above or below market. It should also take into account: future operational needs, for example whether the leased asset is critical to the operations or strategy of the business, the value of leasehold improvements at the end of the base term and the availability of alternative assets and call options. These and other considerations will affect the reasonable certainty of exercising a renewal option. For example, if a below market option to purchase cannot be exercised until the end of the renewal period and the leasehold improvements have significant value, these factors together could indicate that renewal is reasonably certain.

The risk of depreciation is not constant

When recording journal entries related to the adoption of ASC 842, existing balances in up-front direct costs, tenant improvement allowances, and deferred rents are reflected as adjustments to the active ROU. In particular, deferred rents in leases with rent indexation clauses mean that the ROU asset has a lower value than the corresponding rental debt at the time of adoption. This reduces the risk of impairment because the lower the carrying amount of the asset, the lower the risk of impairment compared to fair value.

Since deferred rental balances are no longer recognized under ASC 842 on a post-adoption lease, there may not be adjustments to make the link between the liability and the asset. This results in a higher carrying amount of the ROU asset than would have been recorded upon adoption, provided there is a deferred rent balance. Thus, assets can initially be protected against depreciation based on the adoption adjustments. However, businesses should understand that this benefit does not continue as new leases are added after adoption.

This column does not necessarily reflect the opinion of the Bureau of National Affairs, Inc. or its owners.

Author Info

Jeremy Enuson is a director at Stout in the Accounting & Reporting Advisory practice. He has over 13 years of experience providing audit and advisory services to public and private sector clients, particularly in the areas of financial reporting, technical accounting and transactional advice. You can contact Jeremy at jenuson@stout.com.

Steve Hills is the Managing Director and Head of Accounting and Reporting Consulting Practice at Stout, with over 15 years of experience in accounting and finance leadership roles. His experience includes technical accounting, financial reporting and transaction consulting. He brings diverse transactional experience, including experience in acquisitions and initial public offerings, serving a variety of industries including technology, consumer products, financial services and energy. You can contact Steve at shills@stout.com.

Katelyn Horowitz is Senior Vice President at Stout in the Accounting and Reporting Advisory practice. She has over seven years of experience providing technical accounting and financial reporting services to public and private sector clients. You can contact Katelyn at khorowitz@stout.com.

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Sri Lanka bans union action against opposition to US electricity deal, Energy News, ET EnergyWorld https://goodwillsavannahga.org/sri-lanka-bans-union-action-against-opposition-to-us-electricity-deal-energy-news-et-energyworld/ Sun, 31 Oct 2021 02:52:00 +0000 https://goodwillsavannahga.org/sri-lanka-bans-union-action-against-opposition-to-us-electricity-deal-energy-news-et-energyworld/
Gotabaya Rajapaksa, President of Sri Lanka. AP / PTI

Colombo: The president of Sri Lanka effectively banned union action on Saturday against a controversial energy deal with an American company in an attempt to defeat dissent in his coalition government.

The Ceylon Electricity Board (CEB) agreed last month to sell a 40 percent stake in its thermal power plant outside Colombo to New Fortress Energy, a move according to the unions that gives the U.S. company a monopoly on LNG sales in the country.

“We will have a large protest rally on Wednesday to get all our members out of the power stations,” CEB union leader Ranjan Jayalal told AFP.

“If the government does not remedy the situation by then, there will be a general strike. Electricity union strikes usually lead to blackouts in Sri Lanka.

Gotabaya Rajapaksa’s “Essential Services” Ordinance prohibits collective action in many public service sectors, including energy, banking and food distribution, and aims to reduce possible work stoppages supported by its partners juniors unhappy with the coalition.

Saturday’s decree could send those who violate the order to jail for up to five years.

The deal, which the central bank says will generate $ 250 million for the cash-strapped Sri Lankan state, has been criticized by Rajapaksa’s coalition partners for taking place behind closed doors and intensifying rifts within of the government.

“No government in the past has carried out such a transaction in total violation of tender procedures,” said Oil Minister Udaya Gammanpila, who heads a small nationalist party in Rajapaksa’s cabinet.

Industries Minister Wimal Weerawansa, another coalition partner, has said he will relinquish his portfolio if the government finalizes the deal on the new fortress.

Rajapaksa left for the COP26 summit in Glasgow shortly after the decree was announced.

Cracks in his two-year government have surfaced as the country grabs protests from farmers demanding chemical fertilizers, which were banned earlier this year.

Faced with the prospect of poor harvests and food shortages within months, the government relaxed the ban on importing agrochemicals, but a shortage of foreign exchange prevented imports.

The foreign exchange crisis has also resulted in shortages of imported milk powder, sugar, wheat flour as well as industrial raw materials such as cement.

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Drilon urges BIR to investigate possible tax obligations of Pharmally, other suppliers of pandemic items https://goodwillsavannahga.org/drilon-urges-bir-to-investigate-possible-tax-obligations-of-pharmally-other-suppliers-of-pandemic-items/ Fri, 29 Oct 2021 16:51:22 +0000 https://goodwillsavannahga.org/drilon-urges-bir-to-investigate-possible-tax-obligations-of-pharmally-other-suppliers-of-pandemic-items/

SENATE Minority Leader Frank Drilon urged the Bureau of Internal Revenue (BIR) to verify possible non-payment of fair taxes by the Pharmally Pharmaceutical Corporation and other suppliers of pandemic-related products ordered by the purchasing department of the Ministry of Budget and Management (PS -DBM).

The senator suggested that it might be better for the BIR to create a task force that will examine whether providers of billions of pesos of Covid-19 face masks, shields and test kits have paid the correct taxes.

If it is shown that the right taxes were not paid, it would be another case against, for example, small-cap start-up Pharmally which was previously linked to alleged irregularities such as excessive pricing and delivery. substandard supplies.

Drilon made the disclosure after tax records for the supplier company and its officials were discovered and turned over by the BIR to the Senate, and Drilon made them public at 13e hearing by the Blue Ribbon Committee chaired by Senator Richard Gordon.

Drilon noted that based on tax documents submitted to the BIR in 2020 when Pharmally ‘cornered’ more than 10.40 billion pesos in several contracts, Pharmally even claimed tax credits amounting to over 96 million. of pesos and claimed overpayment of tax owed in excess of 589,163 pesos.

In addition, the senator pointed out that the officials of Pharmally Twinkle and Mohit Dargani – brothers and sisters respectively president and general secretary – were able to buy luxury cars after obtaining the contracts of PS DBM. This, even though their tax records showed the payment of minimal taxes.

Apart from them, the senator suggested that authorities also investigate Element Trade Limited which was “donated by PS-DBM P6.99 billion” in contracts for pandemic supplies; a 5.22 billion peso contract with the Sunwest Construction and Development Corporation; and Xuzhou Construction Machinery Group which obtained 2.23 billion pesos in contracts, while admitting that no taxes were paid; and the Hafid N ‘Erasmus Corporation which pocketed contracts worth 1.91 billion pesos.

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