Working managements – Urabandai SS http://urabandai-ss.com/ Sun, 28 Nov 2021 13:33:28 +0000 en-US hourly 1 https://wordpress.org/?v=5.8.1 https://urabandai-ss.com/wp-content/uploads/2021/09/cropped-icon-32x32.png Working managements – Urabandai SS http://urabandai-ss.com/ 32 32 Danbatta entrusts NODITS with efficient updating of mandates https://urabandai-ss.com/danbatta-entrusts-nodits-with-efficient-updating-of-mandates/ Sun, 28 Nov 2021 11:33:35 +0000 https://urabandai-ss.com/danbatta-entrusts-nodits-with-efficient-updating-of-mandates/
EVC, NCC, Prof. Umar-Danbatta.
 …Highlights management’s expectations 

By JOY ADARA, Abuja-

The Executive Vice President and General Manager (EVC / PDG) of the Nigerian Communications Commission (NCC), Professor Umar Garba Danbatta, urged the Nigerian Indigenous Telecommunications Sector Development Bureau (NODITS) on the need to ensure effective delivery of its mandates with regard to the promotion of indigenous content in the telecommunications sector of the country.

Danbatta made the call in a keynote address at a two-day team-building and brainstorming session hosted by the NODITS team, which kicked off in Abuja on Thursday, November 25, 2021. The EVC said that the Bureau is very critical for the effective integration of content development in the country’s booming telecommunications sector.

NODITS is a Special Purpose Vehicle (SPV) designed to drive the creation and development of top quality Indigenous content in the telecommunications industry. The creation of NODITS on July 5, 2021 and its domicile within the Commission followed the signing of the National Policy for the Promotion of Indigenous Content in the Telecommunications Sector (NPPIC) by the President in March 2021.

Represented at the event by the Director of Human Capital and Administration, NCC, Usman Malah, Danbatta said that the development of NPPIC, facilitated by the Minister of Communications and Digital Economy, Professor Isa Ali Pantami , is primarily aimed at arousing the desire of the current administration and the NCC to ensure that indigenous people become more active participants in Nigeria’s telecommunications sector.

Speaking on management’s expectations of NODITS, the EVC said that as an SPV under the remit of the Commission, NODITS should be involved in the development of new guidelines and regulations. framing native content, local manufacture of telecommunications equipment, outsourcing services, construction and rental of telecommunications conduits, succession planning in the telecommunications industry, among others.

He also implored the NODITS team to adhere to regulatory and ethical principles held in high esteem by NCC management. “The commitment of the Commission to maintain high standards, ethical conduct and superior performance is a top management priority, therefore by extension, NODITS should reflect established values, guiding principles, strategic conscience and good will associated with the NCC, “he said.

In addition, the EVC said that NODITS would be involved in working with various stakeholders to reduce capital flight, as local manufacturers would be encouraged to participate in the design and manufacture of the devices. This vision will also ensure that the workforce needs aimed at making indigenous people active participants in Nigeria’s telecommunications development are met.

“Essentially, NODITS will need to initiate strategic programs and projects that will drive the growth of the telecommunications industry through a visionary, focused, sustainable and incentive-based approach to indigenous telecommunications stakeholders,” said EVC.

The EVC ended by congratulating the pioneering team of the new Office. He noted that they have been carefully selected by NCC management based on their background, dedication and integrity. He urged the team to work harmoniously within the Bureau and with other relevant stakeholders to accelerate the transparent execution of its mandates, as clearly spelled out in the NPPIC.

In his remarks, the team leader, NODITS, Babagana Digima, spoke about the mission and vision of NODITS, as he made his presentation on the progress made so far by the team in five months of ‘existence. He said that while the mission of NODITS is “to achieve the goals of the national policy for the promotion of indigenous content in the telecommunications industry and executive decrees 003 and 005”, its vision is “to harmoniously integrate the content indigenous people in Nigerian telecommunications. sector.”

Executive Decree 003 mandates all ministries, departments and agencies (MDAs) to always give preference to local manufacturers of goods and service providers for procurement; while Executive Order 005 aims to promote Nigerian content in contracts at the frontier of science, engineering and technology.

Digima has documented some of the activities carried out by NODITS during the last five months of its creation. This includes a visit to the National Information Technology Development Agency (NITDA); visits to various manufacturers of subscriber identification modules (SIM); commitments with mobile network operators (MNOs); continuous training of 60 young entrepreneurs and development of relevant proposals for the industry to incentivize information and communication technology (ICT) companies by the federal government, among others.

In addition, Digima said that NODITS has so far identified partners with whom it would work together to achieve its mandates. They include NCC, NITDA, Standard Organization of Nigeria (SON), Ministry of Communications and Digital Economy, Nigeria Investment Promotion Commission (NIPC), Nigerian Content Development and Oversight Council ( NCDMB) and the Raw Materials Research and Development Council (RMRDC). .

The others are the Public Procurement Office (BPP), the Industrial Training Fund (ITF), the National Agency for Scientific and Technical Infrastructure (NASENI), the National Automobile Design and Development Council (NADDC) ), the Nigerian Export Zone Processing Authority (NEZPA), Nigeria Extractive Industry Transparency Initiative (NEITI) and Ajaokuta Steel Company (ASC).

Digima called on its NODITS team to work with dedication and determination to build a telecoms sector where ingenious players actively participate in the creation of values ​​for the overall development of the digital economy. “A chain is as strong as its weakest link. I want us to build a strong and resilient office that will fit in use, stand the test of time, and that the telecommunications industry will look back on and appreciate like the great pyramids of Egypt. We will all be the designers, thinkers, architects and builders of this great NODITS journey, ”he added.

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BNY Mellon Wealth Management’s Kirti Naik on Growth Driven Digital Transformation + The Importance of Data-Driven Alliances https://urabandai-ss.com/bny-mellon-wealth-managements-kirti-naik-on-growth-driven-digital-transformation-the-importance-of-data-driven-alliances/ Sun, 21 Nov 2021 18:00:00 +0000 https://urabandai-ss.com/bny-mellon-wealth-managements-kirti-naik-on-growth-driven-digital-transformation-the-importance-of-data-driven-alliances/

More than ever, as marketing continues to be at the forefront of digital transformation, the function must work aggressively to move from being a cost center to being a true engine of growth. For this to happen, many critical organizational changes must take place, ranging from cultural changes, to building information infrastructures for better measurement, to closer alignment between the different functional roles of the C-Suite.

With that in mind, I wanted to speak to a digital innovator known for his data-driven transformation strategies that drive growth. I recently spoke with Kirti Naik, Global Head of Marketing and Communications for BNY Mellon Wealth Management. She is a digital marketing pioneer and growth strategist with years of experience with major financial brands such as OppenheimerFunds (now Invesco), Russell Investments and Citibank. We’ve talked about everything from the ever-changing marketing landscape to the need to always identify ways to help grow the business, even after benchmarks are met. Here’s a summary of our conversation:

Billee Howard: Nice to talk to you Kirti. For a year and more, you have assumed your role as a leader in digital transformation at BNY Mellon Wealth Management. Tell me about your journey and the process that led to it, please.

Kirti Naik: First of all, thank you for inviting me and our brand to have this discussion. I joined during a very complex time. The pandemic had really just taken hold of the world and the US market, and I started in July 2020. Our business was going through a major transformation at that time and the role of marketing very quickly became quite relevant to the organization. in terms of Wealth. Management. As an industry, these are high quality premium experiences. It all depends on how we interact with each other in person. Marketing before the pandemic hit was really seen as a service and a support function. When I joined us, we had just started to look to virtual events, looking at how to do it best, how to implement it and how to get customers to participate? Because events were really at the heart of what marketing did to support the wealth management business, the obvious question was how can this be online?

I quickly read the situation and saw that we weren’t really taking advantage of all the different channels available to marketing to add value. We not only pivoted to virtual events, but we also had to look at this new proprietary framework and platform that was being rolled out in the market and called “”Active wealth. ‘ It is about applying the right framework to build, perpetuate and develop your wealth strategy. This is really important because there are five key practices in the process: investing, borrowing, spending, managing your taxes and expenses. Also, how do you protect your assets and your legacy? I was looking at this frame and thought it was great that we were turning to virtual events because it’s a great platform for us to do that. But, how can we actually connect with our customers and educate them? We’ve really changed our entire strategy from being much more of an on-demand warranty center, to a digital experience that allows us to help clients identify key strategies that are going to help move business forward.

Howard: You and I recently talked about best practices for CMO / CTO alignment and building a data driven organization. In fact, you mentioned that you established a close relationship with your CTO from day one. Tell me more.

Naik: I come from a digital marketing training. I was doing digital even before it was considered a wagering requirement in most brands. Because of my story, it was really important for me to start day one and identify who are the people who are driving this business forward in terms of data, technology, information and data collection. I really integrated into the processes my CTO and CIO were building for wealth. I knew right away that I wanted marketing to partner with them first and foremost to uplift what they were already doing, but also work to identify solutions to move the business forward.

It was really important that marketing did not work in a vacuum, and I spent many weeks with them, not only from an operational and financial point of view, but collaboratively, it would allow us to work together to have gains. fast in the short term. , but also build a long-term strategy. In the first three months of arriving and aligning with the right digital and tech players, we were able to create a business case for investing in marketing technology, as well as getting the right kind in place. support structure so that I can start rotating our organization to absorb digital. You can’t do it alone as a marketer, you need the help of operations and technology to bring your ideas to life. We have actually increased that mandate tenfold this year and are now working hand in hand with the same elements to build towards 2022 and beyond.

Howard: That’s a great answer, and I think it will be very informative because a lot of people struggle with a lot of what you’re talking about. With that in mind, I’d like your take on another big challenge right now: moving from the personalized to the individualized, in a way that accommodates business intimacy. Can you tell me what you think?

Naik: If one segment requires individualization, it is the ultra-high net worth segment. They are very, very important investors in our market. These are people who run businesses, create jobs, donate to charities, start up and give grants to those in need. It is a very important population that we not only serve, but with which we also collaborate in various capacities. We have to be very careful and judicious in our process and approach to make sure that we are still very delicate and surgical in the way we promote ourselves and our offerings. Digital technology allows us to do this in a very concerted and evolving manner. Now what I mean by that is it’s not about going out and just putting banner ads all over the internet or throwing emails for no reason.

It’s really about taking elements of behavioral targeting and collecting that data in a meaningful way. It’s about applying some of these algorithm-based data elements and then actually identifying the overlapping needs of those constituents and personalities. We also work in very close partnership with sales. The way we’ve done it is really to partner closely with the client-facing strategist, the wealth managers, complementing them to help them open the door to creating meaningful interactions. That’s where I think the power comes in. It’s not in the micro segmentation, or the spray and prayer model. There is a balance needed between the two to approach your clients so that it is truly personalized and they feel that we can advise them on what they need most, at the right time.

Howard: Finally, we discussed the shift of marketing from a cost center to a hypergrowth engine. Tell me about the best practices around this idea, especially since you’ve used marketing to bring in a lot of assets since you took office.

Naik: I think marketing has always been seen as a complement to visibility, generally speaking, and in particular the wealth management industry has undergone a massive transformation, as a sector of the larger financial services industry. Wealth management companies need to be able to embrace the skills of the new age. These include technology, social dynamics, new ecosystem players and even the rise of different digital channels and assets. We need to understand that the investor population is changing rapidly. We have the Baby Boomers and Generation X, but now we also have Generation Y and Generation Z. They all have different needs. Yes, it is essential that we really understand who we are talking to and what we want to offer them. Frankly, marketing should be one of the most powerful business levers to generate measurable hyper growth.

To achieve this vision, we began to identify mechanisms for number one, measuring the effectiveness of what we still do. This is the first rule of thumb that I introduced in every organization. You have to prove your worth and you do it by driving strategy. Second, how do you equip the field, the sales teams with new opportunities? It absolutely always has to be about that part of it. People have often told me that in B2B marketing cannot generate leads. It’s ridiculous. Yes, we should help you with all the tools you need, your various media, but marketing should do a lot more than that. I think it’s up to us as marketers to figure out how to create the demand. Third, I think it comes down to the customer experience. We need to empower those in contact with the customer and really increase the value of online experiences. Therefore, we always have to think about how we leverage traditional owned and acquired digital, all the different channels available to us to deliver the best customer experience.

At BNY Mellon Wealth Management, a recent and powerful example that I can share to demonstrate how we have leveraged all of these channels is the launch of our Active Wealth Accelerator. It is a commercially available, interactive, educational and immersive platform. The Active Wealth Accelerator is a mobile and desktop experience, easily shareable via a QR code and intended for potential clients to help them assess their wealth strategy through a series of 15 questions related to our five Active Wealth practices. Based on the responses, a personalized recommendation is presented, showcasing the strengths and opportunities of the investor through Active Wealth, and promoting the relevant content to help unlock their financial potential. The value of the tool is that it helps individuals better understand their wealth needs, as well as ask the right questions of themselves and their advisers ultimately.

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FedEx shutdown action to begin November 22 https://urabandai-ss.com/fedex-shutdown-action-to-begin-november-22/ Sat, 20 Nov 2021 05:15:11 +0000 https://urabandai-ss.com/fedex-shutdown-action-to-begin-november-22/

FedEx management hit back, saying workers were offered the logistics industry’s biggest pay raise

FedEx employees to start rotating strikes in six states

The interrupted industrial action will resume at FedEx with consecutive four-hour shutdowns starting Nov. 22 after talks broke down when the company even refused to consider a reasonable counter-offer presented to them by workers, has declared the Transport Workers Union (TWU).

The TWU calls on FedEx to abandon its approach to attack workers and work cooperatively on a safe, secure and sustainable future that defends it against the threat of the “Amazon effect”.

According to the TWU, the workers offered what they believe to be a fair solution on November 17, which would provide their families with financial security sooner without adding costs to the company. However, the union says FedEx management persisted in refusing to deliver a deal offer that rewards workers for their hard work and restraint in a record year of multi-billion dollar profits for FedEx and its customers like Amazon and Apple.

Previously, FedEx workers suspended industrial action after the company agreed to union meetings during paid time across the country. During those meetings, workers overwhelmingly endorsed taking further steps to break the deadlock, with FedEx management taking the lead from the United States.

The TWU points out that FedEx is the only major transport operator remaining in Australia that did not reach a deal with the workers following a settlement between TWU members and StarTrack on Friday.

FedEx, however, says the offer it announced would be the biggest pay rise for workers in the logistics industry, a total of 9.25% over three years. In addition, FedEx said it has proposed to increase retirement pensions over the three-year period, reaching 13% in 2024.

“This is the most competitive offer made by a company in our industry, providing certainty over salary increases over the next three years at a time when external economic conditions are difficult to predict,” said Peter Langley, Vice President, FedEx Express Australasia.

“We look forward to concluding these negotiations and ensuring that these industry-leading increases are passed on to employees quickly. “

Michael Kaine (far right) joined the FedEx strikers at the organization’s Erskine Park depot in October.

However, TWU National Secretary Michael Kaine said FedEx workers hit a brick wall when pitching their solutions. He calls on FedEx to recognize its workforce as its greatest asset, not its enemy.

“The overzealous stubbornness of FedEx management is hurting working families, the public and his own business,” Kaine said.

“Industrial action is the only option left for workers in the face of a hostile international juggernaut which is waging a losing battle on the basis of a distorted ideology.

“With Christmas just around the corner, it’s time for FedEx management to reorient their energy towards providing a viable and reliable service with a valued workforce at its heart.

“The threat of being undermined and overwhelmed by Amazon’s delivery network, which is being exploited and expanding, is exactly why FedEx should be working with union members to protect good transportation jobs. FedEx must come back to the table, reward workers for their sacrifices and join forces to demand regulatory solutions to protect legitimate businesses working within the industrial system, ”he said.


RELATED ARTICLE: TWU Makes Job Security Offer to Quell Strike


Work stoppage actions are planned in all states for the first three days of next week, starting with New South Wales and Western Australia on November 22. Victoria and Tasmania will follow on November 23, with Queensland and South Australia taking action on November 24.

The TWU said the workers would determine whether the industrial action continued on an ongoing basis.

FedEx believes the “TWU strikes” come against a backdrop of Australian retailers and small businesses already under pressure from supply shortages. He cites a recent Deloitte showing that only 52% of retailers expect all of their stock orders to arrive before Christmas sales peak.

“These TWU strikes hit an industry that needed a boost over the holidays.”

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Launch of the Truliant Foundation to support commitment to https://urabandai-ss.com/launch-of-the-truliant-foundation-to-support-commitment-to/ Thu, 18 Nov 2021 16:55:00 +0000 https://urabandai-ss.com/launch-of-the-truliant-foundation-to-support-commitment-to/

Winston-Salem, NC, Nov. 18, 2021 (GLOBE NEWSWIRE) – Truliant Federal Credit Union announced today that it will launch the Truliant Foundation to further support its commitment to community and the social responsibility of giving back to neighbors who ‘she serves.

The Truliant Foundation will support internal and external credit union programs and fundraising initiatives. It will work with organizations that align with Truliant’s mission and areas of community interest. Going forward, all of Truliant’s existing grant, donation and scholarship programs will be funded and managed as Truliant Foundation programs.

“As we have grown, Truliant’s commitment to our member-owners and the diverse communities they represent has also grown. The creation of the Truliant Foundation extends the “People Helping People” philosophy of credit unions and our legacy of helping underserved populations. This creates a platform to deepen relationships with partners as we increase contributions over time, ”said Sherri Thomas, Executive Director of Truliant.

The first new program of the Truliant Foundation is the creation of the Truliant Employee Relief Fund. It will provide financial assistance to employees facing financial hardship due to events beyond their control, including disasters, prolonged illnesses, injuries and other special situations. The Employee Assistance Fund will provide grants to employees for their own needs or for those of their immediate family members.

The fund was started with personal donations from 100% of Truliant’s senior management, an amount matched by Truliant to start the fund.

“The Truliant management team shares the vision of this fund as a significant investment in our employees, so much so that 100% of them have given in recognition of their concern and support for our employees,” said Thomas from Truliant. “We are grateful for the support of our leadership as key investors, not only providing a channel for financial well-being, but taking this step so early to unlock the potential of our foundation.”

As the first major donation, Truliant contributed to the Winston-Salem State University Foundation to support the Mathematics and Science Education Network (NC-MSEN) program. The giveaway will be used at the historically black university to eliminate disparities in education and to prepare middle and high school students for careers requiring math and science.

The foundation will engage Truliant employees in its commitment to give back by creating a volunteer-led advisory board made up of diverse employees from all levels of the organization. The Advisory Board will be active in delivering community support based on the needs of the communities in which they live and work and will include reviewing grant applications and participating in financial education grants, community mini-grants and funding programs. scholarships.

“The Advisory Board gives our employees a way to have their voices heard. They live, work and play in our communities – so who better to provide thoughtful contributions on how we can best meet local social and economic needs, ”said Thomas.

Over the past five years, Truliant has awarded over $ 1 million in scholarships, grants and charitable donations to over 400 community-based organizations and 100 local students pursuing graduate studies. Truliant’s areas of community interest include:

  • Communautary development: Organizations that cultivate relationships, social responsibility, civic engagement and collaboration to build community.
  • Economic mobility: Organizations offering personal advice and activities to strengthen the financial stability and social prosperity of individuals and their families.
  • Financial well-being: Organizations that are specifically engaged in activities that promote and enhance financial inclusion and financial literacy.
  • Youth and education: Organizations supporting education and programming from middle to high school.

About the Truliant Foundation
The Truliant Foundation supports Truliant Federal Credit Union’s commitment to the community and its social responsibility to give back to the neighbors it serves. Created in 2021, the foundation supports community partners who work to improve the quality of life of member communities. The Donor Advised Fund was established by Truliant and is administered by the Carolinas Credit Union Foundation. Donations to the Foundation are tax deductible. Learn more at Truliant.org/Foundation.

About Truliant Federal Credit Union
Truliant is a mission-driven, non-profit financial institution that improves lives by providing affordable financial advice and services. Established in 1952, Truliant now has over 280,000 members and has over 30 member financial centers in North Carolina, South Carolina and Virginia.

  • The Truliant Foundation contributes to the Mathematics and Science Education Network (NC-MSEN) at Winston-Salem State University.

        
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]]> Greenbriar Capital Corp Reaches Binding Solar Power Agreement, Forms Strategic Relationship with West Lake Energy Corp | Taiwan News https://urabandai-ss.com/greenbriar-capital-corp-reaches-binding-solar-power-agreement-forms-strategic-relationship-with-west-lake-energy-corp-taiwan-news/ Wed, 17 Nov 2021 00:27:00 +0000 https://urabandai-ss.com/greenbriar-capital-corp-reaches-binding-solar-power-agreement-forms-strategic-relationship-with-west-lake-energy-corp-taiwan-news/

Coquitlam, British Columbia – Newsfile Corp. – November 17, 2021 – Greenbriar Capital Corp. (TSXV: GRB) (OTC Rose: GEBRF) (“Green heather“) is pleased to announce that it has signed a long-term solar energy supply agreement with West Lake Energy Corp (“west lake“), a leading private independent Canadian oil and gas producer based in Calgary, Alta. Under the terms of the agreement, Greenbriar will build, own and operate 90 MWac of solar power generation with the first solar site having a 30 MWac capacity West Lake agrees to purchase all solar power generated by the project and has the option of purchasing at the second site which will supply the remaining 60 MWac.

West Lake intends to become a leader in the Canadian oil and gas industry by being one of the first upstream pure oil and gas producers to take a significant step toward carbon neutrality. As part of this goal, West Lake strives to meet a significant portion of its electricity needs through clean energy.

“This relationship is a very exciting step for West Lake”, says Bruce McDonald, CEO of West Lake. “In addition to providing secure, low-cost power for our operations and project carbon credits, our agreement creates a strong partnership with Greenbriar, leveraging their experience in the renewable energy sector in North America and providing a model for future renewable projects. . We intend to strengthen our participation in renewable energies as part of our journey towards carbon neutrality, by becoming a leader in the transition to renewable energies. “

Greenbriar and West Lake have agreed on a framework to work together in future solar generation facilities. With the aim of increasing the capacity to 400 MW over the next few years, the two companies intend to be the leading supplier of solar energy for other independent upstream oil and gas producers who do lack the capacity and expertise to build and own their own renewable energy facilities.

Greenbriar’s award-winning and experienced management, advisory and advisory team has built, financed, owned or operated over 50,000 MW of renewable energy facilities totaling over US $ 180 billion in capital expenditures.

Projections for 90 MWac of solar power generation facilities are expected to have approximately 10 years annual discounted EBITDA of C $ 19,500,000 and CAPEX of approximately C $ 105-120 million. CAPEX will vary based on changes in equipment, interconnection and construction costs. Greenbriar hired Nu-E Corp. for the construction of solar energy installations. Nu-E is a recognized leader in the renewable energy construction industry.

Jeff Ciachurski, CEO of Greenbriar says: “We are excited about the leadership and vision of West Lake Energy Corp. Being part of the primary energy needs of a first-class upstream oil and gas producer and assisting them in their transition to carbon neutrality speaks volumes about their exemplary leadership for the environment, social practices and governance. . This is a major milestone in the upstream oil and gas business. “

About West Lake Energy Corp:

West Lake Energy Corp. is a Calgary-based private middleman oil and natural gas producer focused on development and exploration in western Canada with annual revenues in excess of $ 200 million per year. West Lake operations are concentrated in the Provost medium oil region, the Lloydminster heavy oil region and the Brazeau region in west-central Alberta. These three main areas contain over 90% of West Lake’s production. Committed to sustainable development, West Lake implements a growth strategy of selective acquisitions, exploration and development of its core areas through a combination of primary, secondary and enhanced oil recovery techniques to increase reserves , production and cash flow at attractive returns on capital. At the same time, West Lake is dedicated to strong environmental, social and governance practices, including potential future energy transition opportunities. Additional information about West Lake is available on the company’s website at www.westlakeenergy.ca.

About Greenbriar Capital Corp:

Greenbriar is a leading developer of renewable energy and sustainable real estate. With long-term, high-impact sales contracts in key project locations and led by a successful, industry-recognized operations and development team, Greenbriar targets high-value assets for accretive shareholder value. .

ON BEHALF OF THE BOARD OF DIRECTORS

“Jeff Ciachurski”

Jeffrey J. Ciachurski
Chairman and CEO and Director
Greenbriar Capital Corp

For more information please contact:
E: info@greenbriarcapitalcorp.ca
Phone. : 949.903.5906
www.greenbriarcapitalcorp.ca

The TSX Venture Exchange has not reviewed and accepts no responsibility for the accuracy or relevance of this release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release may contain forward-looking statements. All statements, other than statements of historical fact, constitute “forward-looking statements” and include any information that deals with activities, events or developments that the Company believes, expects or anticipates will occur or could occur in the future, including strategy, plans or future financial or operational performance and other statements that express management’s expectations or estimates regarding future performance.

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WOLVERINE WORLD WIDE INC / DE / Management report and analysis of the financial situation and operating results (form 10-Q) https://urabandai-ss.com/wolverine-world-wide-inc-de-management-report-and-analysis-of-the-financial-situation-and-operating-results-form-10-q/ https://urabandai-ss.com/wolverine-world-wide-inc-de-management-report-and-analysis-of-the-financial-situation-and-operating-results-form-10-q/#respond Wed, 10 Nov 2021 19:50:05 +0000 https://urabandai-ss.com/wolverine-world-wide-inc-de-management-report-and-analysis-of-the-financial-situation-and-operating-results-form-10-q/
The following is a discussion of the Company's results of operations and
liquidity and capital resources. This section should be read in conjunction with
the Company's consolidated condensed financial statements and related notes
included elsewhere in this Quarterly Report.
BUSINESS OVERVIEW
The Company is a leading global designer, marketer and licensor of branded
footwear, apparel and accessories. The Company's vision statement is "to build a
family of the most admired performance and lifestyle brands on earth" and the
Company seeks to fulfill this vision by offering innovative products and
compelling brand propositions; complementing its footwear brands with strong
apparel and accessories offerings; expanding its global consumer-direct
footprint; and delivering supply chain excellence.
The Company's brands are marketed in approximately 170 countries and territories
at October 2, 2021, including through owned operations in the U.S., Canada, the
United Kingdom and certain countries in continental Europe and Asia Pacific. In
other regions (Latin America, portions of Europe and Asia Pacific, the Middle
East and Africa), the Company relies on a network of third-party distributors,
licensees and joint ventures. At October 2, 2021, the Company operated 144
retail stores in the U.S., U.K. and Canada and 65 consumer-direct eCommerce
sites.
On July 31, 2021, the Company entered into a definitive agreement to acquire
100% of the outstanding shares of Lady Leisure InvestCo Limited (the "Acquired
Company"). The acquisition was completed on August 2, 2021 for $417.8 million,
which is net of acquired cash of $7.4 million. The Acquired Company owns the
Sweaty Betty® brand and activewear business, a premium women's activewear brand.
The acquisition was funded with cash on hand and borrowings under the Company's
revolving credit facility.
Known Trends Impacting Our Business
The global impact of the COVID-19 pandemic continues to impact the Company's
business. Most importantly, the Company remains focused on the health and safety
of our employees, customers and partners around the world. In accordance with
regulatory guidance and protocols promulgated by health authorities and
government officials, the Company continues to execute a number of enhanced
business practices including temporary office closures, travel restrictions,
enhanced cleaning procedures and social distancing designed to protect all
employees, customers and partners.
Following the onset of the pandemic, the Company further prioritized brand
investments in the Company's owned eCommerce sites. The Company's brands'
on-line growth accelerated due to the investments in this channel and consumer
preference changes in favor of digital purchases. The Company continues to
prioritize eCommerce investments including digital leadership, marketing
investments in digital platforms, developing richer content and storytelling,
and optimizing digital user experiences to increase conversion. The Company is
offering incremental exclusive products through owned eCommerce sites and the
Company has enhanced the customer shopping experience.
During the third quarter of 2021, a significant portion of the Company's
contract manufacturer's production capacity in Vietnam was subject to government
mandated shutdowns due to COVID-19. Contract manufacturers in certain other Asia
Pacific countries were also subject to closures, reduced capacity, and
production delays due to COVID-19. Factories reopened during October 2021,
although some did not reopen at full capacity. These production capacity
restraints significantly impacted, and are expected to continue to,
significantly impact the Company's previously planned inventory production and
in turn, deliveries to wholesale customers.
The COVID-19 pandemic has had a material adverse impact, and is expected to
continue to have an impact, on the Company's financial results. In addition to
certain contract manufacturer closures during the third quarter, disruption in
the global supply chain due to vessel shortages, containers damaged and lost in
transit, labor and container shortages, and U.S. port congestion resulted in
transportation delays that interrupted the flow of the Company's inventory and
caused delays of shipments to wholesale partners during the first three quarters
of 2021. The Company expects certain aspects of the disruption in the global
supply chain to continue, which may negatively impact results for the remaining
portion of fiscal 2021. Expenses related to the COVID-19 pandemic incurred in
the third quarter and first three quarters of 2021 included $7.0 million and
$22.0 million, respectively, of incremental air freight cost to expedite the
delivery of inventory resulting from production and shipping delays. Expenses in
the third quarter and first three quarters of 2020 related to the COVID-19
pandemic included $7.8 million and $26.5 million, respectively, of costs related
to severance expenses, credit loss expenses and other costs.
The Company continues to monitor the ongoing impacts of COVID-19, including
developments that are outside the Company's control, such as the planned pace of
re-opening and return to full production of factories in Vietnam and certain
other Asia Pacific countries and the planned shift of production capacity to
other countries following factory closures. These developments
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and other potential impacts of COVID-19, such as new or prolonged factory
closures and other adverse impacts on the global supply chain effecting the
planned delivery of inventory, could materially adversely impact revenue growth
as well as profitability in future periods.
2021 FINANCIAL OVERVIEW
•Revenue was $636.7 million for the third quarter of 2021, representing an
increase of 29.1% compared to the third quarter of 2020. The change in revenue
reflected a 13.1% increase from the Michigan Group and a 33.5% increase from the
Boston Group. Changes in foreign exchange rates increased revenue by $4.7
million during the third quarter of 2021. Owned eCommerce revenue increased
during the third quarter of 2021 by 44.7% compared to the third quarter of 2020,
including a 31.4% contribution from the Sweaty Betty® acquisition.
•Gross margin was 43.2% in the third quarter of 2021 compared to 41.0% in the
third quarter of 2020.
•The effective tax rates in the third quarters of 2021 and 2020 were (11.6)% and
28.5%, respectively.
•Diluted earnings per share for the third quarter of 2021 was $0.00 per share
compared to diluted loss per share of $0.27 per share for the third quarter of
2020.
•The Company declared cash dividends of $0.10 per share in both the third
quarters of 2021 and 2020.
•Cash flow provided by operating activities was $17.0 million and $135.5 million
for the first three quarters of 2021 and 2020, respectively, and cash flow used
by operating activities was $34.7 million for the third quarter of 2021 compared
to cash flow provided by operating activities of $96.5 million for the third
quarter of 2020.
•Compared to the third quarter of 2020, inventory increased $86.3 million, or
26.5%. Sweaty Betty contributed 16.1% to the increase versus the prior year.
RESULTS OF OPERATIONS
                                                              Quarter Ended                                                 Year-To-Date Ended
                                         October 2,           September 26,            Percent            October 2,           September 26,            Percent
(In millions, except per share data)        2021                  2020                  Change               2021                  2020                 Change
Revenue                                $     636.7          $        493.1                 29.1  %       $  1,779.3          $      1,281.5                38.8  %
Cost of goods sold                           361.9                   291.1                 24.3             1,011.8                   750.5                34.8

Gross profit                                 274.8                   202.0                 36.0               767.5                   531.0                44.5
Selling, general and administrative
expenses                                     215.0                   157.5                 36.5               591.2                   457.2             

29.3


Environmental and other related costs,
net of recoveries                             17.3                     1.9                810.5                11.9                     6.8                75.0
Operating profit                              42.5                    42.6                 (0.2)              164.4                    67.0               145.4
Interest expense, net                          9.6                    12.8                (25.0)               28.9                    31.1                (7.1)
Debt extinguishment and other costs           34.0                       -                    -                34.0                     0.2                *
Other expense (income), net                   (0.4)                   (0.6)                33.3                 2.5                    (2.9)              186.2
Earnings (loss) before income taxes           (0.7)                   30.4               (102.3)               99.0                    38.6               156.5
Income tax expense                             0.1                     8.7                (98.9)               17.0                     6.0               183.3
Net earnings (loss)                           (0.8)                   21.7               (103.7)               82.0                    32.6               151.5
Less: net loss attributable to
noncontrolling interests                      (0.8)                   (0.7)                   -                (1.2)                   (1.2)            

Net earnings attributable to Wolverine
World Wide, Inc.                       $         -          $         22.4               (100.0) %       $     83.2          $         33.8               146.2  %

Diluted earnings per share             $      0.00          $         0.27               (100.0) %       $     0.98          $         0.41               139.0  %


* Percentage change not meaningful
REVENUE
Revenue was $636.7 million for the third quarter of 2021, representing an
increase of 29.1% compared to the third quarter of 2020. The change in revenue
reflected a 13.1% increase from the Michigan Group and a 33.5% increase from the
Boston Group. The Michigan Group's revenue increase was driven by mid-single
digit increase from Merrell®, high-thirties increase from Cat®, mid-teens
increase from Wolverine®, and high-nineties increase from Hush Puppies®. The
Boston Group's revenue increase was driven by low-forties increase from
Saucony®, mid-forties increase from Sperry®, and low-twenties increase from
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Kids'. Changes in foreign exchange rates increased revenue by $4.7 million
during the third quarter of 2021. Owned eCommerce revenue increased during the
third quarter of 2021 by 44.7% compared to the third quarter of 2020, including
a 31.4% contribution from the Sweaty Betty® acquisition.
Revenue was $1,779.3 million for the first three quarters of 2021, representing
an increase of 38.8% compared to the first three quarters of 2020. The change in
revenue reflected a 29.8% increase from the Michigan Group and a 44.0% increase
from the Boston Group. The Michigan Group's revenue increase was driven by
low-thirties increase from Merrell®, low-forties increase from Cat®,
low-thirties increase from Wolverine®, low-thirties increase from Hush Puppies®,
low-twenties increase from Bates®, and low-twenties increase from
Harley-Davidson®. The Boston Group's revenue increase was driven by high-sixties
increase from Saucony®, high-thirties increase from Sperry®, and high-twenties
increase from Kids'. Changes in foreign exchange rates increased revenue by
$25.0 million during the first three quarters of 2021. Owned eCommerce revenue
increased during the first three quarters of 2021 by 31.3% compared to the first
three quarters of 2020, including a 10.4% contribution from the Sweaty Betty®
acquisition.
GROSS MARGIN
Gross margin was 43.2% in the third quarter of 2021 compared to 41.0% in the
third quarter of 2020. The gross margin increase in the third quarter was driven
by the contribution from the Sweaty Betty® acquisition (180 basis points),
reduced closeout sales (100 basis points), and favorable product mix and average
selling price through the Company's direct to consumer channel (50 basis
points), partially offset by incremental air freight costs resulting from
production and shipping delays caused by the COVID-19 pandemic (140 basis
points).
Gross margin was 43.1% in the first three quarters of 2021 compared to 41.4%
during the first three quarters of 2020. The gross margin increase in the first
three quarters was driven by favorable product mix and average selling price
across the Company's brands mainly attributable to Merrell®, Saucony®, and
Wolverine® (110 basis points), favorable product mix and average selling price
through the Company's direct to consumer channel (110 basis points), the
contribution from the Sweaty Betty® acquisition (70 basis points), and reduced
closeout sales (70 basis points), partially offset by incremental air freight
costs resulting from production and shipping delays caused by the COVID-19
pandemic (170 basis points).
OPERATING EXPENSES
Operating expenses increased $72.9 million, from $159.4 million in the third
quarter of 2020 to $232.3 million in the third quarter of 2021. The increase was
primarily driven by higher general and administrative costs ($22.9 million),
higher advertising costs ($15.7 million), higher environmental and other related
costs, net of insurance recoveries ($15.4 million), higher selling costs
($11.0 million), higher distribution costs ($7.3 million), acquisition costs
($6.9 million), and higher product development costs ($3.5 million), partially
offset by lower non-operating costs incurred due to the COVID-19 pandemic
($6.0 million) and lower incentive compensation costs ($3.9 million).
Environmental and other related costs were $17.8 million and $3.1 million in the
third quarter of 2021 and 2020, respectively.
Operating expenses increased $139.1 million, from $464.0 million in the first
three quarters of 2020 to $603.1 million in the first three quarters of 2021.
The increase was primarily driven by higher general and administrative costs
($46.0 million), higher advertising costs ($39.7 million), higher incentive
compensation costs ($25.9 million), higher selling costs ($24.0 million), higher
distribution costs ($11.6 million), acquisition costs ($6.9 million), higher
environmental and other related costs, net of insurance recoveries
($5.1 million), and higher product development costs ($4.4 million), partially
offset by lower non-operating costs incurred due to the COVID-19 pandemic
($24.6 million). Environmental and other related costs were $28.1 million and
$13.8 million in the first three quarters of 2021 and 2020, respectively.
INTEREST, OTHER AND INCOME TAXES
Net interest expense was $9.6 million in the third quarter of 2021 compared to
$12.8 million in the third quarter of 2020. Net interest expense was $28.9
million in the first three quarters of 2021 compared to $31.1 million in the
first three quarters of 2020. Reduction in interest expense is due to the
redemption and replacement of the 6.375% senior notes due in 2025 and 5.000%
senior notes due in 2026 with the 4.000% senior notes in August 2021.
The Company incurred $34.0 million of debt extinguishment and other costs in
connection with the extinguishment of the $250.0 million senior notes due on
September 1, 2026 and $300.0 million senior notes due on May 15, 2025.
Other income was $0.4 million in the third quarter of 2021, compared to $0.6
million in the third quarter of 2020. Other expense was $2.5 million in the
first three quarters of 2021, compared to other income of $2.9 million in the
first three quarters of 2020.
The effective tax rates in the third quarter of 2021 and 2020 were (11.6)% and
28.5%, respectively. The effective tax rates in the first three quarters of 2021
and 2020 were 17.1% and 15.5%, respectively. The lower quarter-to-date effective
tax rate is a
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reflection of lower pretax income in the quarter as well as discrete benefits
having a larger impact due to the lower pretax income. The higher year-to-date
effective tax rate is due to larger discrete benefits in the prior year in
addition to lower pretax income resulting in the discrete benefits having a
larger impact to the prior year tax rate.
REPORTABLE SEGMENTS
The Company's brands are organized into the following two operating segments,
which the Company has determined to be reportable segments.
•Wolverine Michigan Group, consisting of Merrell® footwear and apparel, Cat®
footwear, Wolverine® footwear and apparel, Chaco® footwear, Hush Puppies®
footwear and apparel, Bates® uniform footwear, Harley-Davidson® footwear and
Hytest® safety footwear; and
•Wolverine Boston Group, consisting of Sperry® footwear, Saucony® footwear and
apparel, Keds® footwear, and the Kids' footwear business, which includes the
Stride Rite® licensed business, as well as Kids' footwear offerings from
Saucony®, Sperry®, Keds®, Merrell®, Hush Puppies® and Cat®.
The Company also reports "Other" and "Corporate" categories. The Other category
consists of the Sweaty Betty® activewear business, the Company's leather
marketing operations, sourcing operations that include third-party commission
revenues and multi-branded consumer-direct retail stores. The Corporate category
consists of unallocated corporate expenses, such as corporate employee costs,
COVID-19 related costs and environmental and other related costs.
The reportable segment results are as follows:
                                                           Quarter Ended                                                                  Year-To-Date Ended
                              October 2,           September 26,                             Percent           October 2,           September 26,                             Percent
(In millions)                    2021                  2020                Change            Change               2021                  2020                Change            Change
REVENUE

Wolverine Michigan Group $ 324.8 $ 287.3 $ 37.5

                13.1  %       $    976.9          $        752.5          $ 224.4                29.8  %
Wolverine Boston Group            258.8                   193.8             65.0                33.5  %            717.7                   498.4            219.3                44.0  %
Other                              53.1                    12.0             41.1               342.5  %             84.7                    30.6             54.1               176.8  %
Total                       $     636.7          $        493.1          $ 143.6                29.1  %       $  1,779.3          $      1,281.5          $ 497.8                38.8  %
OPERATING PROFIT (LOSS)
Wolverine Michigan Group    $      61.3          $         52.3          $   9.0                17.2  %       $    196.0          $        133.8          $  62.2                46.5  %
Wolverine Boston Group             44.1                    33.0             11.1                33.6  %            125.2                    60.4             64.8               107.3  %
Other                               2.4                     0.7              1.7               242.9  %              3.9                     1.0              2.9               290.0  %
Corporate                         (65.3)                  (43.4)           (21.9)              (50.5) %           (160.7)                 (128.2)           (32.5)               25.4  %
Total                       $      42.5          $         42.6          $  (0.1)               (0.2) %       $    164.4          $         67.0          $  97.4               145.4  %


Further information regarding the reportable segments can be found in Note 16 to
the consolidated condensed financial statements.
Wolverine Michigan Group
The Michigan Group's revenue increased $37.5 million, or 13.1%, in the third
quarter of 2021 compared to the third quarter of 2020. The revenue increase was
driven by mid-single digit increase from Merrell®, high-thirties increase from
Cat®, mid-teens increase from Wolverine®, and high-nineties increase from Hush
Puppies®. The Michigan Group's revenue increased $224.4 million, or 29.8% in the
first three quarters of 2021 compared to the first three quarters of 2020. The
revenue increase was driven by low-thirties increase from Merrell®, low-forties
increase from Cat®, low-thirties increase from Wolverine®, low-thirties increase
from Hush Puppies®, low-twenties increase from Bates®, and low-twenties increase
from Harley-Davidson®. The increase across all brands in the third quarter and
the first three quarters is due to economic recovery from the effects of the
COVID-19 pandemic experienced in the prior period including as a result of the
closure of brick-and-mortar stores and due to accelerated growth from Merrell®,
Cat® and Wolverine® resulting from strength in the outdoor and work categories.
The Michigan Group's operating profit increased $9.0 million in the third
quarter of 2021 compared to the third quarter of 2020. The operating profit
increase was due to the revenue increases and a 210 basis point increase in
gross margin, partially offset by a $13.0 million increase in selling, general
and administrative costs. The increase in gross margin in the current year
period was due to improved product mix and average selling price, partially
offset by higher air freight costs resulting from production and shipping delays
caused by the COVID-19 pandemic. The increase in selling, general and
administrative expenses in the current year period was primarily due to higher
advertising costs and higher employee costs.
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The Michigan Group's operating profit increased $62.2 million in the first three
quarters of 2021 compared to the first three quarters of 2020. The operating
profit increase was due to the revenue increases and by a 70 basis point
increase in gross margin, partially offset by a $39.8 million increase in
selling, general and administrative costs. The increase in gross margin in the
current year period was due to improved product mix and average selling price
including higher margin eCommerce sales and lower closeout sales, partially
offset by higher air freight costs resulting from production and shipping delays
caused by the COVID-19 pandemic. The increase in selling, general and
administrative expenses in the current year period was primarily due to higher
advertising costs and higher employee costs.
Wolverine Boston Group
The Boston Group's revenue increased $65.0 million, or 33.5%, during the third
quarter of 2021 compared to the third quarter of 2020. The revenue increase was
driven by low-forties increase from Saucony®, mid-forties increase from Sperry®,
and low-twenties increase from Kids'. The Boston Group's revenue increased by
$219.3 million, or 44.0%, during the first three quarters of 2021 compared to
the first three quarters of 2020. The revenue increase included high-sixties
increase from Saucony®, high-thirties increase from Sperry®, and high-twenties
increase from Kids'. The increase across all brands in the third quarter and the
first three quarters is due to economic recovery from the effects of the
COVID-19 pandemic experienced in the prior period, including as a result of
closure of brick-and-mortar stores and due to accelerated growth from Saucony®
resulting from strength in the running category and innovative product launches.

The Boston Group's operating profit increased $11.1 million in the third quarter
of 2021 compared to the third quarter of 2020. The operating profit increase was
due to the revenue increases, partially offset by a 130 basis point decrease in
gross margin and by a $14.1 million increase in selling, general and
administrative costs. The decrease in gross margin in the current year period
was due to increased closeout sales and higher air freight costs resulting from
production and shipping delays caused by the COVID-19 pandemic, partially offset
by favorable product mix and average selling price including higher margin
eCommerce sales. The increase in selling, general and administrative expenses in
the current year period was primarily due to higher advertising costs and higher
employee costs.
The Boston Group's operating profit increased $64.8 million in the first three
quarters of 2021 compared to the first three quarters of 2020. The operating
profit increase was due to the revenue increases and a 120 basis point increase
in gross margin, partially offset by a $37.4 million increase in selling,
general and administrative costs. The increase in gross margin in the current
year period was due to improved product mix and average selling price including
higher margin eCommerce sales, partially offset by higher air freight costs
resulting from production and shipping delays caused by the COVID-19 pandemic.
The increase in selling, general and administrative expenses in the current year
period was primarily due to higher advertising costs and higher employee costs.
Other
The Other category's revenue increased $41.1 million, or 342.5%, in the third
quarter of 2021 compared to the third quarter of 2020. The revenue increase was
driven by low-twenties increase in the performance leathers business and $39.1
million contribution from the Sweaty Betty® acquisition. The Other category's
revenue increased $54.1 million, or 176.8%, during the first three quarters of
2021 compared to the first three quarters of 2020. The revenue increase was
driven by low-fifties increase in the performance leathers business and a $39.1
million contribution from the Sweaty Betty® acquisition.
Corporate
Corporate expenses increased $21.9 million in the third quarter of 2021 compared
to the third quarter of 2020 primarily due to higher environmental and other
related costs, net of insurance recoveries ($15.4 million), acquisition costs
($6.9 million), and higher employee costs ($3.9 million), partially offset by
lower non-operating costs incurred due to the COVID-19 pandemic ($6.0 million).
Corporate expenses increased $32.5 million in the first three quarters of 2021
compared to the first three quarters of 2020 primarily due to higher incentive
compensation costs ($29.6 million), higher employee costs ($21.0 million),
acquisition costs ($6.9 million), and higher environmental and other related
costs, net of insurance recoveries ($5.1 million), partially offset by lower
non-operating costs incurred due to the COVID-19 pandemic ($24.5 million) and
lower bad debt expense ($0.9 million).
LIQUIDITY AND CAPITAL RESOURCES
                                           October 2,       January 2,       September 26,
(In millions)                                 2021             2021               2020
Cash and cash equivalents                 $     183.6      $     347.4      $        342.0
Debt                                          1,024.4            722.5               876.6
Available revolving credit facility (1)         484.1            793.9      

794.0

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(1)Amounts are net of both borrowings, if any, and outstanding standby letters
of credit in accordance with the terms of the Revolving Credit Facility.
Liquidity
Cash and cash equivalents of $183.6 million as of October 2, 2021 were $158.4
million lower compared to September 26, 2020. The decrease is due primarily to
business acquisitions of $417.8 million, cash dividends paid of $33.4 million,
share repurchases of $26.9 million, and additions to property, plant and
equipment of $14.3 million, partially offset by cash provided by operating
activities during the previous four quarters of $190.6 million and net debt
borrowings of $147.5 million. The Company had $484.1 million of borrowing
capacity available under the Revolving Credit Facility as of October 2, 2021. On
October 21, 2021, the Company entered into a Replacement Amendment and
Reaffirmation to the Amended Senior Credit Facility, which, among other things,
increased the borrowing capacity under the Revolving Senior Credit Facility by
an additional $200.0 million, as discussed in Note 18. Cash and cash equivalents
located in foreign jurisdictions totaled $170.9 million as of October 2, 2021.
In connection with the Company's acquisition of the Sweaty Betty® brand, on
August 2, 2021, the Company funded the purchase price through a combination of
cash on hand and borrowings on the revolving credit facility.

Cash flow from operating activities is expected to be sufficient to meet the
Company's working capital needs for the foreseeable future. Any excess cash flow
from operating activities is expected to be used to fund organic growth
initiatives, reduce debt, pay dividends, pursue acquisitions and for general
corporate purposes.
The Company may purchase up to an additional $460.6 million of shares under its
existing common stock repurchase program which expires in 2023. The common stock
repurchase program does not obligate the Company to acquire particular amount of
shares and may be suspended at any time. The Company repurchased $26.9 million
and $21.0 million of shares in the first three quarters of 2021 and 2020,
respectively.
A detailed discussion of environmental remediation costs is found in Note 15 to
the consolidated condensed financial statements. The Company has established a
reserve for estimated environmental remediation costs based upon an evaluation
of currently available facts with respect to each individual site. As of
October 2, 2021, the Company had a reserve of $80.7 million, of which $28.5
million is expected to be paid in the next 12 months and is recorded as a
current obligation in other accrued liabilities with the remaining $52.2 million
recorded in other liabilities expected to be paid over the course of up to 25
years. The Company's remediation activity at its former Tannery site and sites
where the Company disposed of Tannery byproducts is ongoing. It is difficult to
estimate the cost of environmental compliance and remediation given the
uncertainties regarding the interpretation and enforcement of applicable
environmental laws and regulations, the extent of environmental contamination
and the existence of alternative cleanup methods.
Note 15 to the consolidated condensed financial statements also includes a
detailed discussion of environmental litigation matters. The Company has
established a reserve of $10.6 million with respect to certain of these matters,
as discussed in Note 15.
Developments may occur that could materially change the Company's current cost
estimates. The Company adjusts recorded liabilities as further information
develops or circumstances change.
The future impact of the COVID-19 pandemic on the Company's statement of
operations and cash flows remains uncertain. The actions the Company has taken
and continues to take to improve the Company's liquidity are discussed above in
this Item 2 and below under "Financing Arrangements."
Financing Arrangements
On May 5, 2020, the Company entered into a Second Amendment (the "Amendment")
which amended its senior credit facility, which had previously been amended and
restated as of December 6, 2018 (as so amended by the Amendment, the "Amended
Senior Credit Facility"). In connection with the Amendment, the Company borrowed
$171.0 million in aggregate principal amount of an incremental term loan. The
incremental term loan was fully repaid by the end of 2020. On October 21, 2021,
the Company entered into a Replacement Amendment and Reaffirmation Agreement to
the Amended Senior Credit Facility, refer to Note 18 for additional information.
The Amended Senior Credit Facility also includes a $200.0 million term loan
facility and an $800.0 million Revolving Credit Facility, both with maturity
dates of December 6, 2023, that remained unchanged as a result of the Amendment.
The Amended Senior Credit Facility's debt capacity is limited to an aggregate
debt amount (including outstanding term loan principal and revolver commitment
amounts in addition to permitted incremental debt) not to exceed $1,750.0
million, unless certain
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specified conditions set forth in the Amended Senior Credit Facility are met.
Term Loan A requires quarterly principal payments with a balloon payment due on
December 6, 2023.
On August 26, 2021, the Company issued $550.0 million aggregate principal debt
amount of 4.000% senior notes due on August 15, 2029. Related interest payments
are due semi-annually beginning February 15, 2022. The senior notes are
guaranteed by substantially all of the Company's domestic subsidiaries. The
proceeds from the senior notes were used to extinguish the Company's $250.0
million senior notes due on September 1, 2026 and $300.0 million senior notes
due on May 15, 2025.
As of October 2, 2021, the Company was in compliance with all covenants and
performance ratios under the Amended Senior Credit Facility.
The Company's debt at October 2, 2021 totaled $1,024.4 million compared to
$722.5 million at January 2, 2021. The Company expects to use the current
borrowings to fund organic growth initiatives, reduce debt, pay dividends,
pursue acquisitions and for general corporate purposes. The increased debt
position resulted from borrowings under the Revolving Credit Facility to fund
the Sweaty Betty® acquisition partially offset by the required payments on Term
Loan A made during the first three quarters of 2021 and increased unamortized
debt issuance costs.
Cash Flows
The following table summarizes cash flow activities:
                                                               Year-To-Date Ended
                                                         October 2,        September 26,
(In millions)                                               2021                2020
Net cash provided by operating activities             $    17.0           $ 

135.5

Net cash provided by (used in) investing activities      (429.7)            

9.6

Net cash provided by financing activities                 249.7             

15.4

Additions to property, plant and equipment                 10.0                      6.0
Depreciation and amortization                              23.1                     23.8


Operating Activities
The principal source of the Company's operating cash flow is net earnings,
including cash receipts from the sale of the Company's products, net of costs of
goods sold.
For the first three quarters of 2021, an increase in net working capital
represented a use of cash of $118.3 million. Working capital balances were
unfavorably impacted by an increase in inventories of $124.6 million and an
increase in accounts receivable of $90.3 million, partially offset by an
increase in accounts payable of $68.4 million, an increase in other operating
liabilities of $14.8 million, a decrease in other operating assets of $7.7
million, and an increase in income taxes payable of $5.7 million. Operating cash
flows were favorably impacted by stock-based compensation expense of $30.0
million, depreciation and amortization expense of $23.1 million and pension
expense of $10.5 million, partially offset by environmental and other related
costs of $8.5 million.
Investing Activities
The Company acquired the Sweaty Betty® brand and activewear business during Q3
2021, resulting in a net cash payment of $417.8 million. The Company also made
capital expenditures of $10.0 million and $6.0 million in the first three
quarters of 2021 and 2020, respectively, for building improvements, new retail
stores, distribution operations improvements and information system
enhancements. The Company also received $25.6 million of proceeds during the
second quarter of 2020 related to a company-owned life insurance policy. During
the first quarter of 2020, the Company made a contingent consideration payment
of $5.5 million related to the Saucony® Italy distributor acquisition.
Financing Activities
The current year debt activity includes net borrowings under the Revolving
Credit Facility of $310.0 million, partially offset by payments of debt issuance
costs of $7.4 million. The current year revolver borrowings were used to fund a
portion of the Sweaty Betty® brand acquisition. On August 26, 2021, the Company
issued $550.0 million aggregate principal amount of senior notes and the
proceeds from these senior notes were used to extinguish the Company's $250.0
million senior notes due on September 1, 2026 and $300.0 million senior notes
due on May 15, 2025. The prior year activity included long term debt borrowings
under the Amended Senior Credit Facility and issuance of senior notes of $471.0
million partially offset by net revolving credit payments of $360.0 million and
payments of debt issuance costs of $6.4 million. The Company paid $7.5 million
in principal payments associated with Term Loan A during each of the first three
quarters of 2021 and 2020,
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respectively. The Company also paid $13.7 million and $20.1 million in the first
three quarters of 2021 and 2020, respectively, in connection with shares or
units withheld to pay employee taxes related to awards under stock incentive
plans and received $15.6 million and $4.0 million in proceeds from the exercise
of stock options in the first three quarters of 2021 and 2020, respectively. The
Company also repurchased $26.9 million and $21.0 million of its common stock
during the first three quarters of 2021 and 2020, respectively. The Company
received $4.8 million and $1.8 million in the first three quarters of 2021 and
2020 from noncontrolling owners of the Company's China joint venture to support
the growth of the joint venture.
The Company declared cash dividends of $0.30 per share in the first three
quarters of 2021 and 2020. Dividends paid in the first three quarters totaled
$25.2 million and $25.4 million for 2021 and 2020, respectively. A quarterly
dividend of $0.10 per share was declared on November 3, 2021 to shareholders of
record on January 3, 2022.
CRITICAL ACCOUNTING POLICIES
The preparation of the Company's consolidated condensed financial statements,
which have been prepared in accordance with U.S. GAAP, requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. On an ongoing basis, management evaluates
these estimates. Estimates are based on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Historically, actual results have not been materially different from
the Company's estimates. However, actual results may differ materially from
these estimates under different assumptions or conditions.
The Company has identified the critical accounting policies used in determining
estimates and assumptions in the amounts reported and for information regarding
our critical accounting policies refer to Management Discussion and Analysis of
Financial Conditions and Results of Operations in the 2020 Form 10-K. Management
believes there have been no material changes in those critical accounting
policies.
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Contents

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Sensex, smart ready for flat opening https://urabandai-ss.com/sensex-smart-ready-for-flat-opening/ https://urabandai-ss.com/sensex-smart-ready-for-flat-opening/#respond Tue, 09 Nov 2021 02:55:27 +0000 https://urabandai-ss.com/sensex-smart-ready-for-flat-opening/

(RTTNews) – Indian stocks are expected to open flat for slightly lower Tuesday after two days of gains. Profits will be the focus, with Britannia and Aurobindo Pharma posting disappointing quarterly results, while real estate firm Sobha reported an almost three-fold increase in quarterly net income.

Meanwhile, major exchanges have said they will introduce the T + 1 settlement cycle for trading stocks and other instruments in a phased manner, starting February 25.

The benchmarks Sensex and Nifty jumped around 0.8% and 0.9%, respectively, on Monday, as traders returned to their desks after a long holiday weekend.

Asian markets traded mixed this morning, with traders assessing the resilience of the economic recovery to inflation risks.

The dollar and Treasuries maintained declines ahead of the release of inflation data from China and the United States, while oil prices traded mixed after the United States signaled measures to ease oil and gasoline prices.

Cryptocurrency prices rallied, with Bitcoin surpassing $ 67,000 for the first time to hit an all-time high. Gold stabilized after hitting a two-month high on Monday.

US stocks ended slightly higher overnight after the passage of an infrastructure spending bill.

The S&P 500 and the tech-rich Nasdaq Composite both rose around 0.1% to extend their all-time streak to the eighth session in a row, while the Dow added 0.3% to hit its second all-time high. consecutive closing.

European stocks struggled on Monday after a record run of optimism over economic growth and earnings.

The pan-European Stoxx 600 finished flat with a positive bias. The German DAX and the UK FTSE 100 both ended slightly lower while the French CAC 40 index rose slightly.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

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Discussion and analysis by the management of GENTEX CORP on the financial situation and the operating results. (form 10-Q) https://urabandai-ss.com/discussion-and-analysis-by-the-management-of-gentex-corp-on-the-financial-situation-and-the-operating-results-form-10-q/ https://urabandai-ss.com/discussion-and-analysis-by-the-management-of-gentex-corp-on-the-financial-situation-and-the-operating-results-form-10-q/#respond Fri, 05 Nov 2021 13:18:05 +0000 https://urabandai-ss.com/discussion-and-analysis-by-the-management-of-gentex-corp-on-the-financial-situation-and-the-operating-results-form-10-q/
THIRD QUARTER 2021 VERSUS THIRD QUARTER 2020
Net Sales. Net sales for the third quarter of 2021 decreased by $75.0 million or
16% when compared with the third quarter of 2020.
Automotive net sales for the third quarter of 2021 were $391.3 million, compared
with automotive net sales of $464.7 million in the third quarter of 2020.
Auto-dimming mirror unit shipments by the Company decreased 7% during the
quarter, compared to the third quarter of 2020.

The below table represents the Company's auto-dimming mirror unit shipments for
the three and nine months ended September 30, 2021, and 2020 (in thousands).
                                                      Three Months Ended September 30,                                           Nine Months Ended September 30,
                                         2021                         2020                   % Change               2021                        2020                   % Change
North American Interior Mirrors          1,897                        2,234                    (15)%                5,843                       5,040                     16%
North American Exterior Mirrors          1,355                        1,404                    (4)%                 4,345                       3,093                     40%
Total North American Mirror Units        3,252                        3,638                    (11)%               10,188                       8,133                     25%

International Interior Mirrors           4,629                        4,940                    (6)%                15,219                      12,889                     18%
International Exterior Mirrors           1,928                        1,981                    (3)%                 6,605                       5,191                     27%
Total International Mirror Units         6,557                        6,921                    (5)%                21,823                      18,080                     21%

Total Interior Mirrors                   6,526                        7,174                    (9)%                21,062                      17,928                     17%
Total Exterior Mirrors                   3,283                        3,385                    (3)%                10,949                       8,285                     32%
Total Auto-Dimming Mirror Units          9,809                       10,559                    (7)%                32,011                      26,213                     22%


Note: Percentage change and amounts may not add up due to rounding.


Other net sales were $8.3 million in the third quarter of 2021, a decrease of
17%, compared to $10.0 million in the third quarter of 2020. This decrease is in
large part attributable to a 34% quarter over quarter decline in variable
dimmable aircraft windows sales, which decreased to $2.4 million in the third
quarter of 2021 from $3.6 million in the third quarter of 2020. Fire protection
sales decreased by 8% in the third quarter of 2021 to $5.9 million, compared to
$6.4 million in the third quarter of 2020.

Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased
to 64.7% in the third quarter of 2021 versus 60.3% in the third quarter of 2020.
Compared to the third quarter of 2020, gross margin was primarily impacted by
the lower sales levels stemming from the 23% quarter over quarter decline in
light vehicle production the Company's primary regions. Gross margin was also
negatively impacted by customer price reductions and increases in freight and
other supply chain related costs. On a quarter over quarter basis, the fixed
overhead leverage had a negative impact of approximately 250 - 300 basis points
on the gross margin. Customer price reductions and increases in freight and
other supply chain costs each had a negative impact of approximately 150 - 200
basis points. These impacts were partially offset by price reductions on raw
materials and product mix, which each had a positive impact of approximately 150
- 200 basis points on gross margin on a quarter over quarter basis.

Operating Expenses. Engineering, research and development ("E, R & D") expenses
for the third quarter of 2021 increased by $1.9 million when compared with the
third quarter of 2020.
.
Selling, general and administrative ("S, G & A") expenses increased by 7% or
$1.4 million for the third quarter of 2021 compared to the third quarter of
2020. S, G & A expenses were 6% of net sales in the third quarter of 2021,
compared to 5% of net sales in the third quarter of 2020. S, G, & A expenses
increased on a quarter over quarter basis primarily due to increases in wages
and selling expenses.

Total operating expenses were $ 52.7 million in the third quarter of 2021, which increased by 7% or $ 3.4 million, of $ 49.4 million in the third quarter of 2020.

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Total Other Income. Total other income for the third quarter of 2021 decreased
by $2.3 million when compared with the third quarter of 2020.
Provision for Income Taxes. The effective tax rate was 14.7% for, and an income
tax expense of $13.2 million was recorded in, the third quarter of 2021 compared
to an income tax expense of $25.8 million for the same quarter of 2020.
Typically, effective tax rates for the Company differ from statutory federal
income tax rates, due to provisions for state and local income taxes, permanent
tax differences, research and development tax credits and the foreign-derived
intangible income tax deduction.
Net Income. Net income for the third quarter of 2021 was $76.7 million, compared
to net income of $117.1 million the third quarter of 2020. The decrease in net
income was driven by the quarter over quarter change in sales, gross margins,
and operating profits.
Earnings Per Share. The Company had earnings per diluted share for the third
quarter of 2021 of $0.32, compared to earnings per diluted share of $0.48 for
the third quarter of 2020.

NINE MONTHS ENDED SEPTEMBER 30, 2021 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 2020
Net Sales. Net Sales for the nine months ended September 30, 2021 increased by
$153.0 million or 13% when compared with the same period in 2020.
Automotive net sales for the first nine months of 2021 were $1.3 billion, up 14%
compared with automotive net sales of $1.13 billion million for the first nine
months of 2020, driven by a 22% period over period increase in automotive mirror
unit shipments. North American automotive mirror shipments in the nine months
ended September 30, 2021 increased 25% to 10.2 million units compared with the
same period in 2020.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold decreased
to 63.7% for the first nine months of 2021, versus 66.4% in the same period last
year. The period over period increase in the gross profit margin was primarily
the result of the Company's better leverage of fixed overhead, positive
structural cost savings put in place during the second quarter of 2020, and
purchasing cost reductions. These improvements in gross margin were partially
offset by annual customer price reductions. On a period over period basis,
better fixed overhead leverage had a positive impact of approximately 300 - 350
basis points on gross margin, and the savings as a result of structural cost
reductions that took place in the second quarter of 2020 had a positive impact
of approximately 150 - 200 basis points on gross margin. Purchasing cost
reductions had a positive impact of approximately 50 - 100 basis points on gross
margin on a period over period basis. These positive impacts were partially
offset by annual customer price reductions, which had a negative impact of
approximately 150 - 200 basis points on gross margin on a period over period
basis.
Operating Expenses. E, R & D for the nine months ended September 30, 2021 were
$86.5 million, compared with $86.4 million for the same period last year.
S, G & A for the first nine months of 2021 increased 3.5% or $2.3 million when
compared with the same period last year. In the first nine months of 2021, the
Company recognized S, G & A savings from the structural cost savings put in
place in the second quarter of 2020, but those savings were mostly offset by
increases in wages and selling expenses, professional fees, and outbound freight
costs. A lack of international travel and the cancellation of most
industry-based trade shows due to the COVID-19 pandemic also impacted operating
expenses for both nine month periods.
Total Other Income. Total other income for the nine months ended September 30,
2021 was $5.2 million compared with $9.2 million for the same period last year.
Provision for Income Taxes. The effective tax rate was 15.4% for the nine months
ended September 30, 2021 compared to 17.1% for the same period of 2020.
Net Income. Net income for the nine months ended September 30, 2021 increased by
$72.4 million or 35% to $276.6 million versus $204.2 million in the same period
last year. The increase in net income was driven
                                                                            

23

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by the period over period increase in sales, higher gross profits, and the
continued operating leverage as a result of the structural cost savings that
were put in place during the second quarter of 2020.
Earnings Per Share. The Company had earnings per diluted share for the nine
months ended September 30, 2021 of $1.15 which compared to earnings per diluted
share of $0.82 for the nine months ended September 30, 2020. The increase in
earnings per share is primarily due to the higher net income but also positively
impacted by a lower diluted share count when compared to the same period of
2020.
                                                                            

24

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FINANCIAL CONDITION:
The Company's cash and cash equivalents as of September 30, 2021 were $270.0
million, which decreased $153.4 million compared to $423.4 million as of
December 31, 2020. The decrease was primarily due to share repurchases, dividend
payments and capital expenditures, which were partially offset by cash flows
from operations, during the nine months ended September 30, 2021.
Short-term investments as of September 30, 2021 were $6.9 million, down from
$27.2 million as of December 31, 2020, and long-term investments were $204.7
million as of September 30, 2021, compared to $162.0 million as of December 31,
2020. Changes in the investment balances were primarily driven by maturities of
investments and additional investment purchases during the nine months ended
September 30, 2021.
Accounts receivable as of September 30, 2021 decreased approximately $43.7
million compared to December 31, 2020, primarily due to the timing of sales
during the most recently completed nine months. As of September 30, 2021, all of
the Company's material tier one and OEM customers continue to be in good
standing.
Inventories as of September 30, 2021 were $292.6 million, compared to
$226.3 million as of December 31, 2020, primarily due to increases in raw
materials.

Accounts payable as of September 30, 2021 increased approximately $15.7 million
to $100.5 million when compared to December 31, 2020, primarily driven by month
end payment timing.
Accrued liabilities as of September 30, 2021 decreased approximately
$1.0 million compared to December 31, 2020.
Cash flow from operating activities for the nine months ended September 30, 2021
decreased $29.7 million to $299.4 million, compared with $329.0 million during
the same nine month period last year, primarily due to changes in working
capital.
Capital expenditures for the nine months ended September 30, 2021 were
approximately $44.4 million, compared with approximately $37.0 million for the
same nine month period last year.
The Company believes its existing and planned facilities are currently suitable,
adequate, and have the capacity required for current and near-term planned
business. Nevertheless, the Company continues to evaluate longer term facility
needs.
The Company estimates that it currently has building capacity to manufacture
approximately 33 - 36 million interior mirror units annually and approximately
14 - 17 million exterior mirror units annually, based on current product mix.
The Company also evaluates equipment capacity on an ongoing basis and adds
equipment as needed.
Management considers the current working capital and long-term investments, in
addition to internally generated cash flow, its Credit Agreement, and credit
worthiness, to be sufficient to cover anticipated cash needs for the foreseeable
future considering its contractual obligations and commitments.
The following is a summary of working capital and long-term investments:
                         September 30, 2021       December 31, 2020
Working Capital         $       682,265,427      $      801,593,707
Long Term Investments           204,671,558             162,028,068
Total                   $       886,936,985      $      963,621,775



The Company has a previously announced share repurchase plan under which the
Board of Directors has authorized the repurchase of shares of the Company's
common stock, which remains a part of the broader publicly disclosed capital
allocation strategy. Future share repurchases may vary from time to time and
will take into account macroeconomic events (including the COVID-19 pandemic),
market trends, and other factors the Company deems appropriate (including the
market price of the stock, anti-dilutive effect of repurchases, and available
cash). As previously announced, the Company's Board of Directors authorized the
repurchase of an additional 25,000,000 shares under the plan. During the nine
months ended
                                                                            

25

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September 30, 2021, the Company bought back 8,997,046 shares. The Company has 25,422,220 remaining shares under the plan at September 30, 2021, as detailed in Part II, Item 2 of this Form 10-Q.

COMMERCIAL UPDATE


For the third quarter of 2021, the Company reported net sales of $399.6 million,
which was a decrease of 16% compared to net sales of $474.6 million in the third
quarter of 2020. On a quarter-over-quarter basis, global light vehicle
production in the Company's primary regions of Europe, North America,
Japan/Korea and China decreased 23% when compared to the third quarter of 2020.
Additionally, when compared to the mid-July 2021 IHS Markit light vehicle
production forecast in the Company's primary regions, actual light vehicle
production during the third quarter of 2021 declined in excess of 3.1 million
units, or 19%, as a result of the ongoing industry-wide part shortages and
global supply chain constraints. The largest shortfall in light vehicle
production for the third quarter of 2021 came from the European and North
American markets, which together, experienced actual light vehicle production
levels that declined by approximately 27% compared to the third quarter of 2020.
The reduction in light vehicle production compared to forecast was led by
several OEM customers that deploy high levels of the Company's product content,
including both interior and exterior auto-dimming mirrors and other electronic
features such as Full Display Mirror® and HomeLink®. The total impact to the
Company from the shortfall in vehicle production was a reduction in actual
mirror unit shipments of approximately 2.5 to 3 million mirrors versus the
Company's beginning of the quarter forecast.

As it looks into the fourth quarter and 2022, the company believes that overall demand for vehicles and its products should still provide opportunities for the company to continue to outperform the underlying market.


In the third quarter of 2021, the Company had 12 net new launches of interior
and exterior auto-dimming mirrors and electronic features. Of these new
launches, 75% contained advanced features with Full Display Mirror® being the
primary driver. Also in the third quarter of 2021, there were several new base
inside auto-dimming mirror launches, and of these, 40% were for the China
domestic market.


PRODUCT UPDATE

Camera Systems

The Full Display Mirror® began production in the fourth quarter of 2015. Current
automotive design trends are yielding vehicles with small rear windows that are
often further obstructed by headrests, passengers, and roof support pillars
which can significantly hinder the mirror's rearward view. The Company's Full
Display Mirror® is an intelligent rear vision system that uses a custom,
internally or externally mounted video camera and mirror-integrated video
display to optimize a vehicle driver's rearward view. This rear vision system
consists of a hybrid Full Display Mirror® that offers bi-modal functionality. In
mirror mode, the product functions as an auto-dimming rearview mirror which
means that during nighttime driving, digital light sensors talk to one another
via a microprocessor to automatically darken the mirror when glare is detected.
With the flip of a switch, the mirror enters display mode, and a clear, bright
display appears through the mirror's reflective surface, providing a wide,
unobstructed rearward view. The bi-modality of the Full Display Mirror® is
essential, because in the event of any failure of the camera or display, the
product is able to function as a mirror, which meets long-standing safety
requirements in the automotive industry. In addition, the driver has the ability
to switch between modes to accommodate usage preferences for various weather
conditions, lighting conditions, and driving tasks.

As of the second quarter of 2021, the Company is shipping production Full
Display Mirrors® to eleven different automaker customers, which are General
Motors, Subaru, Toyota, Nissan, Jaguar Land Rover, Mitsubishi, Aston Martin,
Stellantis, along with Maserati and Fiat, and Mercedes. As of the end of the
third quarter of 2021, the Company is shipping Full Display Mirror® on 60
nameplates. The second quarter 2020 launch of the Full Display Mirror® for the
Toyota Harrier was the first Full Display Mirror® to launch with Digital Video
Recording ("DVR") capability. This mirror and system launched in the Japan
market, and combine the superior functionality of the Full Display Mirror® with
the added capability to record video from
                                                                            

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the rearward facing and forward-facing cameras simultaneously. Per OEM request,
the data is stored to an SD storage card. This integrated solution provides
consumers with the features they want, while allowing the OEM to control the
integration and execution in the vehicle. The Company remains confident that
on-going discussions with certain other customers, in the future, may cause such
customers to consider adding the Full Display Mirror® into their product
road-map for future vehicles. As of the end of the third quarter of 2021 the
Company has been awarded Full Display Mirror® programs with 14 OEMs.

To enhance capability and usability of the Company's Full Display Mirror®, the
Company previously introduced its three-camera rear vision system that streams
rear video in multiple composite views to its Full Display Mirror®. The Company
believes it is the industry's first practical and comprehensive rear vision
solution designed to meet automaker, driver, safety and regulatory requirements.
The Company's rear vision system, known generally as a camera monitoring system
("CMS"), uses three cameras to provide a comprehensive view of the sides and
rear of the vehicle. The side-view cameras are discretely housed in downsized,
automatic-dimming exterior mirrors. Their video feeds are combined with that of
a roof-mounted or rear window based camera and stitched together into multiple
composite views, which are streamed to the driver using the Full Display
Mirror®. The system's modular nature lets the automaker customize functionality
while offering it as an affordable, optional feature thereby enhancing safety by
allowing the system to fail safe. During any failures due to weather conditions
or otherwise that disrupt the digital view, drivers can still safely use the
interior and exterior mirrors. The system also supports user preference by
permitting drivers to use standard mirror views, camera views, or both. The
system can also be tuned to meet the various regulatory field-of-view
requirements around the world by using different types of flat and curved glass,
combined with simple alterations to the video viewing modes. Downsized exterior
mirrors provide automakers with significant weight savings and fuel efficiency
improvements. To further enhance safety, the Company's CMS solution can also
work in conjunction with a vehicle's side blind zone warning system. When a
trailing vehicle enters a side blind zone, a warning indicator illuminates in
both the interior and exterior mirrors while the corresponding side-view video
feed appears in the display until the vehicle passes.

On March 31, 2014, the Alliance of Automobile Manufacturers petitioned the
National Highway Traffic Safety Administration ("NHTSA") to allow automakers to
use cameras as an option to replace conventional rearview mirrors within the
United States. At the annual SAE Government-Industry Meeting in January 2017,
NHTSA requested that SAE develop Recommended Procedures for test protocols and
performance criteria for CMS that would replace mirror systems on light vehicles
in the U.S. market. SAE assigned the task to the Driver Vision Committee, and
the SAE Driver Vision Committee created a CMS Task Force to draft the
Recommended Procedures. NHTSA published a report dated October 2018 related to
camera monitoring systems for outside mirror replacements. On October 10, 2019,
an Advanced Notice of Proposed Rulemaking (ANPRM) was published seeking public
comment on permitting camera-based rear visibility systems, as an alternative to
inside and outside rearview mirrors required under Federal motor vehicle safety
standard (FMVSS) No. 111, "Rear Visibility," which currently requires that
vehicles be equipped with rearview mirrors to provide drivers with a view of
objects that are to their side or to their side and rear. This ANPRM builds on
NHTSA's prior efforts to obtain supporting technical information, data, and
analysis on CMS so that the agency can determine whether these systems can
provide the same level of safety as the rearview mirrors currently required
under FMVSS No. 111. The ANPRM states that one reason NHTSA is seeking
additional information is because research conducted by NHTSA and others between
2006 and 2017 has consistently shown that prototype and preproduction
camera-based rear visibility systems can exhibit safety-relevant performance
issues.
On October 18, 2019, a petition for temporary exemption from FMVSS 111 submitted
by Audi of America was published requesting NHTSA to grant a two-year exemption
to sell up to 2,500 vehicles for each twelve month period (up to 5,000 vehicles)
that are equipped with camera monitoring systems and do not include FMVSS 111
compliant outside mirrors.
In July 2016, a revision to UN-ECE Regulation 46 was published with an effective
date of June 18, 2016, which allows for CMS to replace mirrors in Japan and
European countries. Since January 2017, camera monitoring systems are also
permitted as an alternative to replace mirrors in the Korean market.
Notwithstanding the foregoing, the Company continues to believe rearview mirrors
provide a robust, simple and cost effective means to view the surrounding areas
of a vehicle and remain the primary safety function for rear vision today.
Cameras when used as the primary rear vision delivery mechanism have some
inherent limitations such as: electrical failure; cameras being blocked or
obstructed; depth perception
                                                                            

27

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challenges; and viewing angles of the camera. Nonetheless, the Company continues
designing and manufacturing not only rearview mirrors, but CMOS imagers and
video displays as well. The Company believes that combining video displays with
mirrors may well provide a more robust product by addressing all driving
conditions in a single solution that can be controlled by the driver. As noted,
the Company is currently in production with a rear vision camera system that
streams rear video to a rearview-mirror-integrated display using the Company's
Full Display Mirror®. The Company's CMS solution uses three cameras to provide a
comprehensive view of the sides and rear of the vehicle. The Company also
continues development in the areas of imager performance, camera dynamic range,
lens design, image processing from the camera to the display, and camera lens
cleaning. The Company acknowledges that as such technology evolves over time,
such as cameras replacing mirrors and/or autonomous driving, there could be
increased competition.
SmartBeam® is the Company's proprietary high beam control system integrated into
its auto-dimming mirror. SmartBeam® Generation 4, which was developed using the
fourth generation of the Company's custom designed CMOS imager, has an advanced
feature set made possible by the high dynamic range of the imager including:
high beam assist; dynamic forward lighting with high beams constantly on; LED
matrix beam; and a variety of specific detection applications including tunnel,
fog and road type as well as certain lane tracking features to assist with
lighting control. The Company has the ability to package the control electronics
inside of its interior rearview mirrors with a self-calibrating camera attached
to the mirror mount with optimal mechanical packaging which also provides for
ease of service. In addition, the Company has long been integrating its camera
products to optimize performance by fusing with other systems on the vehicle,
including radar, navigation, steering and related modules provided by other
suppliers. This enables the Company to provide its customers with a highly
customizable solution that meets their unique needs and specifications.

The European New Car Assessment Program ("Euro NCAP") provides an incentive for
automobiles sold in Europe to apply safety technologies that include driver
assist features such as lane detection, vehicle detection, and pedestrian
detection as standard equipment. Euro NCAP compliant driver assist systems are
also capable of including high beam assist as a function. The increased
application of Euro NCAP on European vehicles has had the effect of replacing,
and could potentially continue replacing, the Company's SmartBeam® application
on these vehicles.

On December 8, 2015 NHTSA proposed changes to the NHTSA's 5-Star Safety Ratings
for new vehicles (also known as the New Car Assessment Program or NCAP) and
initiated a comment period. The proposed changes will, for the first time,
encompass assessment of crash-avoidance technologies, which includes lower beam
headlamp performance, semi-automatic headlamp switching, and blind spot
detection. NHTSA initially intended to implement the enhancements in NCAP in
2018 beginning with model year 2019 vehicles.  The NCAP implementation has been
delayed. Under these proposed changes, the Company believes that its SmartBeam®
technology will qualify with the semi-automatic headlamp NCAP rating system, and
that its SmartBeam® technology and exterior mirrors with blind spot alert
lighting can be included in a system that qualifies with the lower beam headlamp
performance and blind spot detection NCAP rating system, respectively. On
October 16, 2019, NHTSA issued a press release comparing NCAP to other regions'
version of NCAP, identified new technologies that are not currently included in
NCAP, and suggested Congress legislatively direct actions to improve NCAP. In
March 2020, HR 6256 was introduced, which would require NHTSA to update NCAP.
There are multiple bills being discussed in both the U.S. House of
Representatives and the U.S. Senate that relate to NCAP.

On October 12, 2018, NHTSA published a Notice of Proposed Rulemaking ("NPRM")
for amendments to Federal Motor Vehicle Safety Standard ("FMVSS") No. 108:
Lamps, reflective devices, and associated equipment, and initiated a comment
period. The NPRM proposes amendments that would permit the certification of
adaptive driving beam headlighting systems, if the manufacturer chooses to equip
vehicles with these systems. NHTSA proposes to establish appropriate performance
requirements to ensure the safe introduction of adaptive driving beam
headlighting systems if equipped on newly manufactured vehicles. The Company
believes that its dynamic SmartBeam® lighting control system (dynamic forward
lighting or DFL), which has been sold in markets outside of North America for
several years, will meet the requirements of the new FMVSS 108 standards, if
amended. The Company's SmartBeam® application has and will continue to be
affected by increased competition by suppliers of multi-function driver assist
camera products, which are able to achieve some of the same functionality as
SmartBeam® but at a lower cost, due to other suppliers leveraging similar
hardware costs, but offering products with multiple software features.
                                                                            

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Connected Car
The Company's HomeLink® products are the auto industry's most widely used and
trusted car-to-home communication system, with an estimated 50 million units on
the road. The system consists of two or three in-vehicle buttons that can be
programmed to operate garage doors, security gates, home lighting, and other
radio-frequency-controlled devices. During the first quarter of 2017, the
Company demonstrated the next generation of HomeLink®, commonly referred to as
HomeLink Connect® which uses both RF and wireless cloud-based connectivity to
deliver complete vehicle-to-home automation. With HomeLink Connect®, a HomeLink®
button press communicates with the HomeLink Connect® app on the user's
smartphone. The app contains predefined, user-programmed actions, from single
device operations to entire home automation scenes. The app, in turn,
communicates to the home's smart hub over the cloud activates the appropriate
devices, including security systems, door locks, thermostats, lighting, and
other home automation devices, providing comprehensive vehicle-to-home
automation. The ability to prepare the home for arrival or departure can occur
with one button press. For the automaker, it allows them to offer a
customizable, yet proven solution without the engineering effort or security
concerns associated with integrating third party software into the vehicle's
computer network. The Company also continues to work on providing HomeLink®
applications for alternative automobile and vehicle types which include but are
not limited to motorcycles, mopeds, snowmobiles, tractors, combines, lawn
mowers, loaders, bulldozers, road-graders, backhoes and golf carts. In May 2021,
the Company announced the Volkswagen as the first automaker to offer Bluetooth®
enabled mirror for home automation that works in conjunction with HomeLink
Connect®. The Company further continues to work with compatibility partners for
HomeLink® applications in newer markets like China. The unique attributes of the
China market allow for potential different use cases of these products and offer
the potential for additional growth opportunities for the HomeLink® brand and
products. In 2017, the Company began its first volume production shipments of
HomeLink® units on vehicles for the China market.

In January 2016, the Company announced a partnership with TransCore to provide
automobile manufacturers with a vehicle-integrated tolling solution that enables
motorists to drive on nearly all U.S. toll roads without a traditional toll tag
on the windshield. Currently more than 75 percent of new car registrations are
in states with toll roads with over 50 million drivers accessing these roads
each year. The Company signed an exclusive agreement, in the ordinary course of
business, to integrate TransCore's toll module technology. In January 2017, the
Company signed an extension of its agreement, in the ordinary course of
business, which enables the Company to offer the Integrated Toll Module system
in Canada and Mexico. In September 2019, the Company signed a new agreement with
TransCore, in the ordinary course of business, which extended the term of the
partnership. The interior mirror is the optimal location for a
vehicle-integrated toll transponder and it eliminates the need to affix multiple
toll tags to the windshield and helps automakers seamlessly integrate toll
collection into the car. Since the Integrated Toll Module® or ITM® enables
travel across almost all United States toll roads, and others in North America,
motorists would no longer need multiple toll tags for different regions of the
country or to manage multiple toll accounts. The Company's vehicle-integrated
solution simplifies and expedites local, regional, and national travel. ITM®
provides transportation agencies with an interoperability solution without
costly infrastructure changes to the thousands of miles of toll lanes throughout
North America. The Company believes that this product could potentially
represent another growth opportunity over the next several years.

The Company has its first OEM award of ITM® with Audi. Currently, the Company is
shipping ITM® on 9 platforms, which are: the A4, A5, A6, A7, Q5, Q7, Q8, e-tron,
and the e-tron Sportback. The Company expects further ITM® nameplate launches
with Audi throughout 2022 and 2023. During the third quarter of 2021, the
Company began shipping ITM® to a second OEM customer, Mercedes, on the EQS
model. In April 2020, the Company was honored with an Automotive News PACE Award
for its ITM® product, which recognizes automotive suppliers for superior
innovation, technological advancement, and business performance.

Further, the Company has previously announced an embedded biometric solution for
vehicles that leverages iris scanning technology to create a secure environment
in the vehicle. There are many use cases for authentication, which range from
vehicle security to start functionality to personalization of mirrors, music,
seat location and temperature, to the ability to control transactions not only
for the ITM® system, but also the ride sharing car of the future. The Company
believes iris recognition is among the most secure forms of biometric
identification, with a false acceptance rate as low as one in 10 million, far
superior to facial, voice, and other biometric systems. The Company's future
plans include integrating biometric
                                                                            

29

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authentication with HomeLink® and HomeLink Connect®. The biometric system will
allow HomeLink® to provide added security and convenience for multiple drivers
by activating the unique home automation presets of different authorized users.
The Company announced in January 2018 that it completed an exclusive licensing
agreement, in the ordinary course of business, with Fingerprint Cards AB to
deploy its ActiveIRIS® iris-scanning biometric technology in automotive
applications.

In January 2018, the Company also announced that an agreement had been signed
with Yonomi Inc., in the ordinary course of business, to access home automation
technology. The Company is working with Yonomi as a home automation aggregation
partner and the Company has developed an app and cloud infrastructure known as
HomeLink Connect®. As discussed above, HomeLink Connect® is the home automation
app that pairs with the vehicle and allows drivers to operate home automation
devices from the vehicle. Drivers of HomeLink Connect® compatible vehicles will
be able to download and configure the app to control many available home
automation devices and create entire home automation settings.

In November 2020, the Company announced a partnership, in the ordinary course of
business, with PayByCar™, to pursue compatibility between the Company's
Integrated Toll Module and PayByCar's innovative payment solution that allows
drivers to use their smartphones and toll transponder to fuel up at certain gas
stations without using cash or a credit card. Compatibility between these two
technologies can help to grow each company's respective consumer base while
introducing new users to the benefits of the transactional vehicle.

In January 2021, the Company announced a partnership, in the ordinary course of
business, with Simplenight to provide drivers and vehicle occupants with access
to enhanced mobile capability for booking personalized entertainment and
lifestyle experiences in addition to everyday purchases. Simplenight delivers a
customizable and robust platform that enables brands to globally offer real-time
book-ability across multiple categories such as dining, accommodations,
attractions, events, gas, parking, shopping and more. The platform is unique in
that it is designed to seamlessly integrate into automaker infotainment and
navigation systems, as well as mobile applications and voice assistants.
Simplenight can be integrated into the Company's current and future connected
vehicle technologies, including HomeLink®, the automotive industry's leading
car-to-home automation system. HomeLink® consists of vehicle-integrated buttons
that can be programmed to operate a myriad of home automation devices.
Integration of Simplenight into the Company's HomeLink Connect® app is underway
and will allow users to program their HomeLink® buttons and control cloud-based
devices from their vehicles.

Dimmable Devices

The Company previously announced that it is providing variably dimmable windows
for the Boeing 787 Dreamliner series of aircraft. The Company continues to work
with other aircraft manufacturers that have an interest in this technology
regarding potential additional programs. In January 2019, the Company announced
that its latest generation of dimmable aircraft windows will be offered as
optional content on the new Boeing 777X. During the third quarter of 2019, the
first production shipments of variably dimmable windows were made to Boeing for
the 777X program. In January 2020, the Company announced that Airbus will also
be offering the Company's dimmable aircraft windows on an aircraft with
production starting in 2021.

Medical


In January 2020 the Company unveiled an innovative lighting technology for
medical applications that was co-developed with Mayo Clinic. This new lighting
concept represents the collaboration of a global, high-technology electronics
company with a world leader in health care. The Company's new intelligent
lighting system combines ambient room lighting with camera-controlled, adaptive
task lighting to optimize illumination for surgical and patient-care
environments. The system was developed over an 18 month period of collaboration
between Company engineers and Mayo Clinic surgeons, scientists, and operating
room staff. The teams researched, designed, and rapidly iterated multiple
prototypes in order to develop unique features intended to address major gaps in
current surgical lighting solutions. In 2021, the Company continues to further
develop and work on the intelligent medical lighting system in order to assess
system performance and work toward obtaining any necessary approvals.

                                                                            

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OTHER


Automotive revenues represent approximately 98% - 99% of the Company's total
revenue, consisting of interior and exterior electrochromic automatic-dimming
rearview mirrors and automotive electronics.

The Company continues to experience pricing pressure from its automotive
customers and competitors, which will continue to cause downward pressure on its
sales and profit margins. The Company works continuously to offset these price
reductions with engineering and purchasing cost reductions, productivity
improvements, and increases in unit sales volume, but there is no assurance the
Company will be able to do so in the future.

Because the Company sells its products throughout the world, and automotive
manufacturing is highly dependent on economic conditions, the Company can be
affected by uncertain economic conditions that can reduce demand for its
products. The Company has been likewise affected by the COVID-19 pandemic and
industry-wide parts shortages and global supply constraints.

The Company believes that its patents and trade secrets provide it with a
competitive advantage in dimmable devices, electronics and other features that
it offers for the automotive, aerospace and medical industry. Claims of patent
infringement can be costly and time-consuming to address. To that end, the
Company obtains intellectual property rights in the ordinary course of business
to strengthen its intellectual property portfolio and to minimize the risk of
infringement.

The Company has no significant off-balance sheet arrangements or commitments that have not been recognized in its consolidated financial statements.

31

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OUTLOOK


The Company's most recent forecasts for light vehicle production for the fourth
quarter of 2021, and full years 2021 and 2022 are based on the mid-October 2021
IHS Markit light vehicle production forecast for light vehicle production in
North America, Europe, Japan/Korea and China. Fourth quarter of 2021, and
calendar years 2021 and 2022 forecasted light vehicle production volumes are
shown below:
                               Light Vehicle Production (per IHS Markit 

Production forecast of light motor vehicles in mid-October)

                                                                          (in Millions)
                                                                                                                                            2022 vs     2021 vs
                                                                                                                                             2021        2020
Region                   Q4 2021      Q4 2020      % Change           Calendar Year 2022   Calendar Year 2021   Calendar Year 2020         % Change    % Change
North America             3.20         3.85             (17) %              15.24                13.00                13.02                     17  %        -  %
Europe                    4.04         5.24             (23) %              18.60                16.02                16.57                     16  %       (3) %
Japan and Korea           2.66         3.23             (18) %              11.29                10.76                11.21                      5  %       (4) %
China                     6.28         7.82             (20) %              24.50                23.28                23.59                      5  %       (1) %
Total Light Vehicle
Production               16.18        20.14             (20) %              69.63                63.06                64.39                     10  %       (2) %



Based on the aforementioned light vehicle production forecast and the results
for the first nine months of 2021, the Company has provided updated guidance for
the second half of 2021 as shown below, which replaces all previous guidance
given. This guidance includes manual adjustments to the Company's forecasts as a
result of customer order changes and the Company's estimates of the impact that
global supply constraints will have on overall light vehicle production. The
Company has also updated its cost and profitability model to include impacts
stemming from these expected lower vehicle production levels, elevated raw
material prices, freight expenses and labor costs. In addition, over the last
several quarters, the Company has been closely monitoring the tariff discussions
between the US and the EU with respect to EU Regulation 2018/0886, which was
scheduled to go into effect on June 1, 2021. The EU, however, suspended the
implementation until November 30, 2021 as part of on-going discussions. The
Company remains hopeful that a trade agreement can be reached before this date
so that the increased tariffs do not take effect. The guidance for the second
half of 2021 is as follows, which does not take into account the aforementioned
potential increased tariff costs:

•Revenue is expected to be between $770 million and $840 million
•Gross Margin is expected to be between 35% and 36%
•Operating Expenses are expected to be approximately $105 to $108 million
•Estimated Annual Tax Rate, which assumes no changes to the statutory rate, is
expected to be between 15% and 16%
•Capital Expenditures are expected to be between $50 and $60 million
•Depreciation and Amortization is expected to be between $48 and $52 million

Ongoing uncertainties remain around the impact of the COVID-19 pandemic on
customer demand and restrictions on operations. COVID-19 has created
unprecedented circumstances for the Company's industries, which included massive
changes to production levels at its customers that occurred in a very short time
period. Beyond the impact of the COVID-19 pandemic, other ongoing uncertainties
remain including: light vehicle production levels; industry-wide parts shortages
and global supply chain constraints; impacts of already in place and potential
additional future tariffs; impacts of regulation changes; automotive plant
shutdowns; vehicle sales rates in Europe, Asia and North America; OEM strategies
and cost pressures; customer inventory management and the impact of potential
automotive customer (including their Tier 1 suppliers) and supplier
bankruptcies; work stoppages; etc., all of which could disrupt shipments to
these customers and make forecasting difficult.

In accordance with the previously announced share repurchase plan, the Company
continue to will consider the appropriateness of any share repurchases for the
remainder of 2021. This determination will take into account macroeconomic
issues (including the impact of the COVID-19 pandemic and industry-wide parts
shortages and global supply chain constraints), market trends, and other factors
that the Company deems appropriate (including the market price of the stock,
anti-dilutive effect of repurchases, tax rates, and
                                                                            

32

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available cash). As previously announced, the Company's Board of Directors
authorized the repurchase of an additional 25,000,000 shares under the plan. As
of September 30, 2021, the Company has 25.4 million shares remaining available
for repurchase under the previously announced share repurchase plan.
Additionally, based on the mid-October 2021 light vehicle production estimates
for 2022, the Company is providing revenue guidance for 2022, despite the fact
that there continues to be significant uncertainty regarding macroeconomic
conditions, underlying overall consumer demand for light vehicles worldwide, and
the continued impact from the COVID-19 pandemic. The Company estimates that
revenue for calendar year 2022 will be approximately 15% - 20% higher than the
updated 2021 estimated revenue estimates of $1.68 - $1.75 billion.
                                                                            

33

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CRITICAL ACCOUNTING POLICIES:
The preparation of the Company's consolidated condensed financial statements
contained in this report, which have been prepared in accordance with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. On an ongoing basis, management evaluates
these estimates. Estimates are based on historical experience and/or on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that may not be readily apparent from other
sources. Historically, actual results have not been materially different from
the Company's estimates. However, actual results may differ from these estimates
under different assumptions or conditions.
The Company has identified critical accounting policies used in determining
estimates and assumptions in the amounts reported in its Management's Discussion
and Analysis of Financial Condition and Results of Operations in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2020.

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Commissioner Roisman talks about cybersecurity | Cooley LLP https://urabandai-ss.com/commissioner-roisman-talks-about-cybersecurity-cooley-llp/ https://urabandai-ss.com/commissioner-roisman-talks-about-cybersecurity-cooley-llp/#respond Wed, 03 Nov 2021 18:05:14 +0000 https://urabandai-ss.com/commissioner-roisman-talks-about-cybersecurity-cooley-llp/

During an address to the LA County Bar Association on Friday, SEC Commissioner Elad Roisman addressed some of the challenges associated with cybersecurity and cyber breaches and similar events. In his presentation, Roisman considers cybersecurity in a variety of contexts, such as exchanges, investment advisers, and brokers, but his discussion of cybersecurity in the context of state-owned enterprises is of the utmost interest here. While the SEC has imposed some principle-based requirements and issued guidelines on cybersecurity disclosure, Roisman believes there are more guidelines and even regulations that the SEC should consider “to ensure that companies understand [the SEC’s] expectations and investors benefit from increased disclosure and protection by companies.

Cyber ​​threats cover a wide area, explains Roisman: they can involve “simple account intrusions that seek to steal assets from an investor’s or client’s accounts; ransomware attacks that seek to disable business operations in order to extract payments; and even acts of “hacktivism” that disrupt services to assert a political point of view. Cyber ​​events can often be difficult to detect, difficult to measure quickly, and may involve reporting obligations to multiple government agencies and stakeholders. ”

While public companies have general disclosure obligations under securities laws, they may also have a responsibility to “take steps to prevent and mitigate the damage caused by these threats.” Roisman observes that “it has become increasingly important for market participants to work with lawyers and other experts to prepare for potential cyber attacks before they occur, that is, to design a cyberthreat monitoring plan, respond to potential breaches and understand when information needs to be reported outside the organization and to whom.

Regarding disclosure guidelines, although there is currently no explicit disclosure mandate regarding cybersecurity risks and cyber incidents, observes Roisman, the SEC issued guidelines in 2018 that specify that companies can be obliged to disclose these risks and incidents under Reg SK and Reg. SX, which require disclosure of risk factors, business and operations, MD&A and other matters. According to Roisman, the adoption and implementation of effective disclosure controls and procedures, which in turn rely on “engaged and informed officers, directors and others”, is a “necessary precondition” to provide adequate and timely disclosure.

Cybersecurity, Roisman notes, may also involve internal control over financial reporting, highlighting the SEC’s 2018 21 (a) report regarding nine companies that were victims of cyber fraud as a result of transferring their employees’ funds to pay. false “invoices” in response. deceptive electronic communications.

And Roisman observes, law enforcement has also “brought two notable settled actions this summer involving disclosures of state-owned companies regarding cybersecurity incidents.” Here, Roisman highlighted recent cases against First American Financial Corporation and Pearson plc.

Finally, Roisman points to the emergence in the SEC’s most recent regulatory program of potential cybersecurity regulation. (See this post from PubCo.) While he denies having laid eyes on a draft proposal, he has his own ideas that he hopes to see in the anticipated proposal, including these points:

“First, we need to clearly define any new legal obligation. Second, we must ensure that these obligations do not create inconsistencies with the requirements established by our sister government agencies. Third, we must recognize that some registrants have more resources than others, and we must not try to define the resource requirements of an entity. And finally, as the businesses of issuers vary, the cybersecurity risks they face will also vary, and therefore a principled rule would likely work better. “

In particular, Roisman stresses the importance of working with other regulators, law enforcement and the national security community to ensure that the SEC’s proposal does not conflict with their mandates, such as a warning against disclosure by law enforcement or national security agencies. He also cautioned that any disclosure requirements should focus on obtaining Equipment information and tailored to avoid the disclosure of a “roadmap on how to infiltrate a registrant’s systems”.

In conclusion, Roisman offers a few ideas that businesses might consider undertaking right now. For example, companies may want to identify in advance experts they can call in the event of a cyber incident. In his view, this type of effort would be “prudent and diligent”. Another proactive way to mitigate potential harm would be through tabletop exercises. While these activities do not necessarily cover all circumstances, “they provide a level of proactive procedures and actions that a business can undertake in recognition of this potential risk.”

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Eric Sturdza Investments appoints new fund management team for Strategic Europe Quality Fund https://urabandai-ss.com/eric-sturdza-investments-appoints-new-fund-management-team-for-strategic-europe-quality-fund/ https://urabandai-ss.com/eric-sturdza-investments-appoints-new-fund-management-team-for-strategic-europe-quality-fund/#respond Tue, 02 Nov 2021 08:01:03 +0000 https://urabandai-ss.com/eric-sturdza-investments-appoints-new-fund-management-team-for-strategic-europe-quality-fund/

DGAP-News: EI Sturdza Strategic Management Limited / Keyword (s): Funds / Staff EI Sturdza Strategic Management Limited: Eric Sturdza Investments appoints a new fund management team for Strategic Europe Quality Fund 2021-11-02 / 09:00 The sender is solely responsible for the content of this advertisement.

————————————————– ————————————————– ——————-

Eric Sturdza Investments appoints new fund management team for Strategic Europe Quality Fund Frankfurt, November 2, 2021 – Eric Sturdza Investments has appointed a new investment team for its flagship fund in Europe, Strategic Europe Quality Fund. Phileas Asset Management (“Phileas”), an experienced portfolio management team specializing in European equities, led by the founders of Phileas Ludovic Labal and Cyril Bertrand and based in Paris, takes over the management of the Fund. The portfolio manager previously responsible for the Strategic Europe Quality fund, Willem Vinke of Lofoten Asset Management, has resigned from his post for personal reasons. Eric Sturdza Investments selected the new team after extensive selection and due diligence as part of a planned succession process.

Phileas Asset Management’s investment strategy for the Strategic Europe Quality Fund aims to maintain a concentrated portfolio of 30 to 40 quality stocks of European companies. The investment team follows a bottom-up, fundamentally-based selection process to identify undervalued stocks with positive growth potential and a solid financial base.

In the future, sustainability will be taken into account more in the Strategic Quality Fund for Europe. The ESG approach pursued by Eric Sturdza Investments must be supplemented by another ESG strategy developed by Phileas. The Phileas investment team sees itself as an active shareholder with an eye for engagement and voting rights on ESG issues as well.

As part of this new appointment, Eric Sturdza Investments will also take this opportunity to remove the 5 basis point research fees currently charged to the Fund and also reduce the minimum investment criteria associated with SI share classes by 25 million. to 10 million euros.

“We are delighted to be working with the Phileas team,” said Andrew Fish, Managing Director of Eric Sturdza Investments. “Their appointment marks a shift in the positioning of our flagship strategy on European equities in the market, while retaining the overall strategy and investment approach that has been so consistent for investors. The long experience of Ludovic Labal and Cyril Bertrand in producing returns while integrating an ESG forward-looking approach throughout their investment process is closely aligned with what is important to our investors and with ethics that are at the heart of our business today. ”

Ludovic Labal, Partner and Fund Manager at Phileas Asset Management, added: “We are very happy to work with Eric Sturdza Investments and to integrate our own robust ESG approach into the fund, while also aiming to maintain the strong returns of strategic quality Europe. The Fund has historically delivered to its investors. ”

About IE Sturdza

EI Sturdza Strategic Management Limited (EISSML) was founded in November 1999 and belongs to the Eric Sturdza group with headquarters in Geneva. In total, the Group manages USD 6.2 billion (as of December 2020). The EISSML is responsible for the Group’s fund distribution activities, currently relying on exclusive partnerships with selected portfolio managers, all leaders in their field and with a solid and long-term history. EISSML provides its portfolio managers with a comprehensive infrastructure that allows them to focus on pure portfolio management. Since its founding over 20 years ago, the investment company has won numerous awards.

Please find more information on https://ericsturdza.com

Press contact edicto GmbH Dr. Sönke Knop / Jessica Pommer Eschersheimer Landstraße 42 60322 Frankfurt am Main Tel. +49 (69) 905 505-57 jpommer@edicto.de

Disclaimer

The registered office of Eric Sturdza Investments is authorized to provide investment management and advisory services to collective investment undertakings in accordance with applicable laws and regulations and is regulated by the Guernsey Financial Services Commission with registration number: 35985 , having its registered office at 3 ^ rd Floor, Maison Trinity, Rue du Pré, St Peter Port, Guernsey GY1 1LT Channel Islands. The content of this document is based on sources of information believed to be reliable and is provided without warranty of any kind. Any opinion, estimate or forecast may be changed at any time without notice. If in doubt, please seek independent advice. It is intended to provide the professional investor with general information about the specific capabilities of Phileas, but has not been prepared by Eric Sturdza Investments as an investment research and does not constitute an investment recommendation or advice for buy or sell certain securities or investment products and / or adopt any investment strategy and / or legal, accounting or tax advice. This material may not be copied or used without the prior written consent of Eric Sturdza Investments. Detailed information on the Strategic Europe Quality Fund and the associated risks are contained in the prospectus. The prospectus and key investor information document of the Strategic Europe Quality Fund can be obtained free of charge at www.ericsturdza.com.

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2021-11-02 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this advertisement. DGAP’s distribution services include regulatory announcements, financial / corporate news, and press releases. Archives on www.dgap.de

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Language:     English 
Company:      E.I. Sturdza Strategic Management Limited 
              3rd Floor, Maison Trinity, Rue du Pre 
              GY1 1LT St Peter Port 
              Guernsey (Kanalinsel) 
Phone:        +44 1481 722 322 
Fax:          +44 1481 710 884 
E-mail:       info@eisturdza.com 
Internet:     www.eisturdza.com 
EQS News ID:  1245183 
 
End of News   DGAP News Service 
=------------ 

1245183 02-11-2021

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November 02, 2021 04:00 ET (08:00 GMT)

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