Filing Signals

Source: SEC EDGAR Compiled 2026-11-13 17:17 UTC 23 automated checks passing

SEC comment letters429 letters

What the SEC staff is asking about

When the staff reviews a company's annual or quarterly report they may write to it with questions about the accounting. Those letters, and the company's replies, are published on EDGAR. Here they are grouped by the accounting topic raised — a view EDGAR itself does not offer, because it shows letters one filing at a time.

A comment letter is not a finding. The SEC is required to review every reporting company at least once every three years, so receiving one is routine and most reviews close with no change to the accounts. A letter records a question that was asked, nothing more. This page reports what was asked; it draws no conclusion about the answer.

These are historic, not current. Letters are released only after the review closes — no earlier than 20 business days after, and in this set a median of 204 days passed between the letter being written and appearing on EDGAR (range 30–855). Every entry shows both dates.

Reviews
267
Letters
429
Companies
200
From the staff
241
Median lag
204d

Topics raiseda letter may raise several

Topics are assigned by matching accounting terms in the letter, so a letter may carry more than one and an unusual phrasing can be missed. The letter itself, its date and the filing it reviews are read from the filing.

MD&A 220
Non-GAAP measures 155
Segment reporting 136
Income taxes 100
Fair value 94
Goodwill and impairment 91
Internal control 65
Business combinations 64
Inventory 60
Revenue recognition 58
Leases 40
Share-based compensation 21
Going concern 13
Crypto assets 6

Recent reviews 60 of 267

The 60 most recent reviews are shown. The topic counts above are drawn from all 429 letters; the complete list is on the comment letter page.

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SEC comment letter 6 letters

Enovis Corporation Form 10-K for the Fiscal Year Ended Decem

Enovis CORP ENOV ·3 from the staff, 3 in reply

Business combinationsFair valueInventoryMD&ANon-GAAP measuresSegment reporting

  1. Company published 2026-11-10

    Please revise future filings to reconcile Adjusted EBITDA to the most comparable GAAP measure, net loss. In addition, we note that you present Adjusted EBITDA margin without presenting the most directly comparative GAAP measure. Please revise future filings to present the GAAP measure, which appears to be net income (loss) margin, with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation…
  2. Company published 2026-11-10

    Please tell us whether gross profit and operating loss (GAAP) by reportable segment are reported to the CODM and the extent to which each measure is used to evaluate segment performance and allocate resources. If either of these measures are considered by the CODM when assessing performance and allocating resources, please explain how you determined the appropriate measure to report under ASC 280-10-50-28A. Finally…
  3. Company published 2026-11-10

    We have reviewed your response to comment 2 and we believe that the non-GAAP adjustment for the purchase of royalty interest is inconsistent with Question 100.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please remove this non-GAAP adjustment from your presentation of Adjusted EBITDA and Adjusted Net Income in future filings, including the presentation in the press release on…
  4. SEC staff published 2026-11-10

    Please revise future filings to reconcile Adjusted EBITDA to the most comparable GAAP measure, net loss. In addition, we note that you present Adjusted EBITDA margin without presenting the most directly comparative GAAP measure. Please revise future filings to present the GAAP measure, which appears to be net income (loss) margin, with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation…
  5. SEC staff published 2026-11-10

    Please tell us whether gross profit and operating loss (GAAP) by reportable segment are reported to the CODM and the extent to which each measure is used to evaluate segment performance and allocate resources. If either of these measures are considered by the CODM when assessing performance and allocating resources, please explain how you determined the appropriate measure to report under ASC 280- 10-50-28A.…
  6. SEC staff published 2026-11-10

    We have reviewed your response to comment 2 and we believe that the non-GAAP adjustment for the purchase of royalty interest is inconsistent with Question 100.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please remove this non-GAAP adjustment from your presentation of Adjusted EBITDA and Adjusted Net Income in future filings, including the presentation in the press release on…
SEC comment letter 2 letters

Enovis Corporation Form 10-Q for the Fiscal Quarter Ended Ap

Enovis CORP ENOV ·1 from the staff, 1 in reply

MD&ANon-GAAP measures

  1. Company published 2026-11-10

  2. SEC staff published 2026-11-10

SEC comment letter 1 letter

Polen Credit Opportunities Fund Annual Report on Form N-CSR

Polen Credit Opportunities Fund ·0 from the staff, 1 in reply

Fair valueSegment reporting

  1. Company published 2026-11-09

    Please explain how all personnel at the Adviser are “a group” for purposes of determination of the chief operating decision maker. Please cite applicable U.S. GAAP in the analysis and if the CODM was incorrectly identified, please correct in future reports with the Commission. Response: The Fund has updated its CODM, including in its semi-annual report to shareholders for the period ended October 31, 2025 (the…
SEC comment letter 2 letters

Yatra Online, Inc. Form 20-F for the Fiscal Year Ended March

Yatra Online, Inc. YTRA ·0 from the staff, 2 in reply

Goodwill and impairmentIncome taxesNon-GAAP measuresShare-based compensation

  1. Company published 2026-11-03

    Please revise to replace Net Revenue Margin % with Adjusted Margin %. RESPONSE: The Company respectfully acknowledges the Staff’s comment and confirms that beginning with its Annual Report on Form 20-F for the fiscal year ended March 31, 2025 (the “2026 20-F”) it will replace Net Revenue Margin % with Adjusted Margin %. Results from Operations, page 99 2. We refer to your discussions of Adjusted EBITDA Profit on…
  2. Company published 2026-11-03

    We note your response to comment 3. Question 102.11 of the Corporation Finance Interpretations on Non-GAAP Financial Measures prohibits adjustments to arrive at a non-GAAP measure to be shown net of taxes. We also note the adjustment for the impact of taxes should only represent tax amounts that impact non-GAAP adjustments, not the entire income tax provision. Additionally, your reconciliation begins with…
SEC comment letter 2 letters

Yatra Online, Inc. Form 20-F for the fiscal year ended March

Yatra Online, Inc. YTRA ·2 from the staff, 0 in reply

Income taxesNon-GAAP measures

  1. SEC staff published 2026-11-03

    Please revise to replace Net Revenue Margin % with Adjusted Margin %. Results from Operations, page 99 2. We refer to your discussions of Adjusted EBTIDA Profit on pages 99 and 101. When presenting a non-IFRS measure, you are required to present the most directly comparable IFRS measure with equal or greater prominence. Please revise these presentations to comply with Question 102.10 of the Corporation Finance…
  2. SEC staff published 2026-11-03

    We note your response to comment 3. Question 102.11 of the Corporation Finance Interpretations on Non-GAAP Financial Measures prohibits adjustments to arrive at a non-GAAP measure to be shown net of taxes. We also note the adjustment for the impact of taxes should only represent tax amounts that impact non-GAAP adjustments, not the entire income tax provision. Additionally, your reconciliation begins with…
SEC comment letter 1 letter

Exxon Mobil Corporation Form 10-K for the Fiscal Year Ended

EXXON MOBIL CORP ·0 from the staff, 1 in reply

Income taxes

  1. Company published 2026-10-29

    We note that you identify foreign income tax rate differentials for operations in the United Arab Emirates and Qatar in your reconciliation on page 105, and although taxes paid in Canada and Guyana are reported on page 106, tax rate differentials were not identified for these jurisdictions in your reconciliation. However, if the taxes paid in Canada and Guyana are representative of the income tax expense and if the…
SEC comment letter 1 letter

Exxon Mobil Corporation Form 10-K for the Fiscal Year ended

EXXON MOBIL CORP ·1 from the staff, 0 in reply

Income taxes

  1. SEC staff published 2026-10-29

    We note that you identify foreign income tax rate differentials for operations in the United Arab Emirates and Qatar in your reconciliation on page 105, and although taxes paid in Canada and Guyana are reported on page 106, tax rate differentials were not identified for these jurisdictions in your reconciliation. However, if the taxes paid in Canada and Guyana are representative of the income tax expense and if the…
SEC comment letter 1 letter

The Real Brokerage Inc. Form 40-F for the Fiscal Year Ended

Real Brokerage Inc ·0 from the staff, 1 in reply

Fair valueRevenue recognitionShare-based compensation

  1. Company published 2026-10-28

    We note the Company has a revenue sharing plan where its agents can receive additional income from real estate transactions consummated by agents they have attracted to the Company and that the amounts paid to agents are included as part of marketing expenses. Please tell us how you determined these amounts are not considered a cost of sales citing all relevant accounting literature within your response. Include…
SEC comment letter 1 letter

Quanta Services, Inc. Form 10-K for the Year Ended December

QUANTA SERVICES, INC. PWR ·0 from the staff, 1 in reply

Revenue recognition

  1. Company published 2026-10-28

    We note that 66.1% of your $23.76 billion remaining performance obligations as of December 31, 2025 is expected to be recognized within the next 12 months. Please tell us in what periods you expect to recognize the remaining 33.9% and how your current disclosures reflect the appropriate time bands for your arrangements. In that regard, please tell us how you considered disclosure around revenue expected to be…
SEC comment letter 1 letter

Quanta Services, Inc. Form 10-K for the fiscal year ended De

QUANTA SERVICES, INC. PWR ·1 from the staff, 0 in reply

Revenue recognition

  1. SEC staff published 2026-10-28

    We note that 66.1% of your $23.76 billion remaining performance obligations as of December 31, 2025 is expected to be recognized within the next 12 months. Please tell us in what periods you expect to recognize the remaining 33.9% and how your current disclosures reflect the appropriate time bands for your arrangements. In that regard, please tell us how you considered disclosure around revenue expected to be…
SEC comment letter 1 letter

Priority Technology Holdings, Inc. Form 10-K for the Fiscal

Priority Technology Holdings, Inc. PRTH ·0 from the staff, 1 in reply

Business combinationsGoodwill and impairmentIncome taxesMD&ANon-GAAP measuresSegment reportingShare-based compensation

  1. Company published 2026-10-28

SEC comment letter 1 letter

Eos Energy Enterprises, Inc. Form 10-K for the Year Ended De

Eos Energy Enterprises, Inc. EOSE ·0 from the staff, 1 in reply

Fair value

  1. Company published 2026-10-28

    We note your disclosure on page 74 that in November 2025, the Company settled $200,000 aggregate principal amount of the $250,000 outstanding May 2025 Convertible Notes for $564,648 and that the settlement was accounted for as an induced conversion in accordance with ASC 470-20 Debt with Conversion and Other Options. We also note that the induced conversion resulted in the recognition of an inducement expense of…
SEC comment letter 1 letter

Bilibili Inc. Form 20-F for the Fiscal Year Ended December 3

Bilibili Inc. BILI ·1 from the staff, 0 in reply

Fair valueGoodwill and impairmentIncome taxesMD&A

  1. SEC staff published 2026-10-28

    We note your disclosure of the underlying factors behind the change in “Net investment loss, net (including impairments”, which primarily includes return earned on financial products issued by banks and other financial institutions and the fair value change of investments. In that regard, please quantify the amounts related to these factors as well as any amount due to impairments and their reasons in future filings…
SEC comment letter 1 letter

Avantor, Inc. Form 10-K for the Fiscal Year Ended December 3

Avantor, Inc. AVTR ·0 from the staff, 1 in reply

Fair valueGoodwill and impairmentMD&ANon-GAAP measures

  1. Company published 2026-10-28

    We note your presentation of adjusted operating income, adjusted operating income margin, and adjusted net leverage without also presenting the most directly comparable financial measure calculated and presented in accordance with US GAAP. Please confirm that you will provide the disclosures required by Item 10(e)(1)(i)(A) of Regulation S-K for each non-GAAP measure presented. page | 2 Response: The Company…
SEC comment letter 1 letter

Avantor, Inc. Form 10-K for Fiscal Year Ended December 31, 2

Avantor, Inc. AVTR ·1 from the staff, 0 in reply

Goodwill and impairmentMD&ANon-GAAP measures

  1. SEC staff published 2026-10-28

    We note your presentation of adjusted operating income, adjusted operating income margin, and adjusted net leverage without also presenting the most directly comparable financial measure calculated and presented in accordance with US GAAP. Please confirm that you will provide the disclosures required by Item 10(e)(1)(i)(A) of Regulation S-K for each non-GAAP measure presented. Form 10-K for Fiscal Year Ended…
SEC comment letter 2 letters

INNO HOLDINGS INC. Form 10-K for the Fiscal Year Ended Septe

INNO HOLDINGS INC. INHD ·1 from the staff, 1 in reply

Business combinationsGoing concernIncome taxesLeasesMD&A

  1. Company published 2026-10-22

    Please revise your filing to include a separate Enforceability section that discloses the difficulty of bringing actions and enforcing judgements against you and your officers and directors given they are located in China. Please show us your proposed revision in your response. Response: In response to the Staff’s comment, we propose to include the following Enforceability section in Item 1. Business: “Enforcement…
  2. SEC staff published 2026-10-22

    Please revise your filing to include a separate Enforceability section that discloses the difficulty of bringing actions and enforcing judgements against you and your officers and directors given they are located in China. Please show us your proposed revision in your response. Risk Factors, page 9 6. Given the Chinese government’s significant oversight and discretion over the conduct and operations of your…
SEC comment letter 1 letter

Summit Therapeutics Inc. Form 10-K for the fiscal year ended

Summit Therapeutics Inc. SMMT ·1 from the staff, 0 in reply

MD&A

  1. SEC staff published 2026-10-21

    We note these collaborations were entered into prior to the filing of your Form 10-K and are highlighted in your fourth quarter of 2025 earnings release, earnings call and accompanying slides/presentation. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 70 Results of Operations, page 73 Your research and development (R&D) expenses increased more then 220% during 2025 and…
SEC comment letter 4 letters

Sandisk Corporation Form 10-K for the Fiscal Year Ended June

Sandisk Corp SNDK ·2 from the staff, 2 in reply

Goodwill and impairmentIncome taxesSegment reportingShare-based compensation

  1. Company published 2026-10-21

  2. Company published 2026-10-21

    We note from your proposed revised disclosures that you intend to include these expenses within “Other segment items.” Please tell us the qualitative and quantitative factors considered in determining that Stock-based compensation and Goodwill impairment are not significant segment expenses required to be disclosed in accordance with ASC 280-10-50-26A. • It appears that the CODM is regularly provided with the…
  3. SEC staff published 2026-10-21

  4. SEC staff published 2026-10-21

    We note from your proposed revised disclosures that you intend to include these expenses within “Other segment items.” Please tell us the qualitative and quantitative factors considered in determining that Stock-based compensation and Goodwill impairment are not significant segment expenses required to be disclosed in accordance with ASC 280-10-50-26A. 1. • It appears that the CODM is regularly provided with the…
SEC comment letter 1 letter

ScanSource Inc. Form 10-K for the Fiscal Year Ended June 30,

SCANSOURCE, INC. SCSC ·1 from the staff, 0 in reply

Segment reporting

  1. SEC staff published 2026-10-21

    Please advise. (16) Segment Information, page 79 2. Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses your reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance. In closing, we remind you that the company and…
SEC comment letter 1 letter

DoorDash, Inc. Form 10-K for the Year Ended December 31, 202

DoorDash, Inc. DASH ·0 from the staff, 1 in reply

Goodwill and impairmentInternal control

  1. Company published 2026-10-21

    We note that management’s evaluation of internal control over financial reporting excluded SevenRooms and Deliveroo in accordance with SEC guidance permitting exclusion of acquisitions in management’s final assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred. Please tell us how your auditors considered this information in providing their report pursuant to…
SEC comment letter 1 letter

DoorDash, Inc. Form 10-K for the Fiscal Year Ended December

DoorDash, Inc. DASH ·1 from the staff, 0 in reply

Internal control

  1. SEC staff published 2026-10-21

    We note that management's evaluation of internal control over financial reporting excluded SevenRooms and Deliveroo in accordance with SEC guidance permitting exclusion of acquisitions in management's final assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred. Please tell us how your auditors considered this information in providing their report pursuant to…
SEC comment letter 2 letters

Copart, Inc. Form 10-K for the Fiscal Year Ended July 31, 20

COPART INC CPRT ·1 from the staff, 1 in reply

Segment reporting

  1. Company published 2026-10-21

    Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses your reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance. The Company respectfully acknowledges the Staff’s comment and the requirements of ASC 280-10-50-29.f…
  2. SEC staff published 2026-10-21

    Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses your reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance. 2. Please confirm that the expenses presented are the significant segment expenses provided to your…
SEC comment letter 3 letters

AleAnna, Inc. Form 10-K for the Fiscal Year ended December 3

AleAnna, Inc. ANNA ·2 from the staff, 1 in reply

Business combinationsFair valueGoodwill and impairmentInternal control

  1. Company published 2026-10-21

    We note your response to prior comment three, concerning the change in the mix of consideration exchanged in the reverse merger, relative to the structure disclosed in the Form S-4, and your views on whether this was a material change that would have required the filing of a post-effective amendment to the registration statement. You appear to acknowledge the change in interests though represent that “…the resulting…
  2. SEC staff published 2026-10-21

    We note that you have identified material weaknesses in your disclosure controls and procedures and internal control over financial reporting. You state that you are in "the early stages of designing and implementing a plan to remediate the material weaknesses" and provide four summary points of your plan. However, you also indicate that you are unsure about whether your plan will resolve the issues as you will have…
  3. SEC staff published 2026-10-21

    We note your response to prior comment three, concerning the change in the mix of consideration exchanged in the reverse merger, relative to the structure disclosed in the Form S-4, and your views on whether this was a material change that would have required the filing of a post-effective amendment to the registration statement. You appear to acknowledge the change in interests though represent that “…the resulting…
SEC comment letter 1 letter

Telix Pharmaceuticals Limited Form 20-F for Fiscal Year Ende

Telix Pharmaceuticals Ltd TLX ·1 from the staff, 0 in reply

Non-GAAP measures

  1. SEC staff published 2026-10-20

    We note that you present Adjusted EBITDAR, a non-IFRS measure, that adjusts for costs associated with research and development costs and revenue from contracts with customers. Please tell us how you considered the guidance in Item 10(e) of Regulation S-K and Question 100.01 of the Non-GAAP Corporation Finance Interpretations in presenting this non-IFRS measure and explain why these adjustments are appropriate. In…
SEC comment letter 2 letters

McDonald’s Corporation Form 10-K for Fiscal Year Ended Decem

MCDONALDS CORP MCD ·1 from the staff, 1 in reply

MD&A

  1. Company published 2026-10-20

  2. SEC staff published 2026-10-20

SEC comment letter 2 letters

Kimberly-Clark Corporation Form 10-K for the Year Ended Dece

KIMBERLY CLARK CORP KMB ·1 from the staff, 1 in reply

Revenue recognitionSegment reporting

  1. Company published 2026-10-20

    Please revise future filings to ensure your disclosures appropriately address the guidance in ASC 606. The Company acknowledges the Staff’s comment and advises the Staff that the Company will revise its disclosure in future filings, commencing with the Form 10-K for the fiscal year ending December 31, 2026, to better address the guidance in ASC 606. By way of illustration, the Company provides the below example as…
  2. SEC staff published 2026-10-20

    Please revise future filings to ensure your disclosures appropriately address the guidance in ASC 606. Note 16. Segment Reporting, page 79 2. Pursuant to ASC 280-10-50-41(b), please disclose entity-wide information concerning long-lived assets by geographic area in future filings. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures…
SEC comment letter 2 letters

Choice Hotels International, Inc. Form 10-K for the year end

CHOICE HOTELS INTERNATIONAL INC /DE CHH ·1 from the staff, 1 in reply

Business combinationsFair valueIncome taxesMD&ANon-GAAP measuresShare-based compensation

  1. Company published 2026-10-20

    Please tell us what consideration you have given to including a discussion, within your results of operations, of any known trends or uncertainties that have had or are reasonably likely to have a material effect on your revenues, expenses or net income. Your response should address, but not necessarily be limited to, what consideration you gave to discussing the impact of reduced government and international…
  2. SEC staff published 2026-10-20

    Please tell us what consideration you have given to including a discussion, within your results of operations, of any known trends or uncertainties that have had or are reasonably likely to have a material effect on your revenues, expenses or net income. Your response should address, but not necessarily be limited to, what consideration you gave to discussing the impact of reduced government and international…
SEC comment letter 1 letter

Applied Optoelectronics, Inc. Form 10-K for the Fiscal Year

APPLIED OPTOELECTRONICS, INC. AAOI ·0 from the staff, 1 in reply

InventoryMD&A

  1. Company published 2026-10-20

    Please revise future filings to provide a more informative discussion and analysis of cash flows from operating activities, including changes in working capital components, for the periods presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Ensure your disclosures are not merely…
SEC comment letter 1 letter

Applied Optoelectronics, Inc. Form 10-K for the Year Ended D

APPLIED OPTOELECTRONICS, INC. AAOI ·1 from the staff, 0 in reply

InventoryMD&A

  1. SEC staff published 2026-10-20

    Please revise future filings to provide a more informative discussion and analysis of cash flows from operating activities, including changes in working capital components, for the periods presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Ensure your disclosures are not merely…
SEC comment letter 1 letter

Vail Resorts, Inc. Form 10-K for Fiscal Year Ended July 31,

VAIL RESORTS INC MTN ·1 from the staff, 0 in reply

MD&ANon-GAAP measures

  1. SEC staff published 2026-10-16

SEC comment letter 12 letters

Century Aluminum Company Form 10-K for the Fiscal Year Ended

CENTURY ALUMINUM CO CENX ·5 from the staff, 7 in reply

Business combinationsFair valueGoodwill and impairmentIncome taxesInternal controlInventoryLeasesMD&ANon-GAAP measuresSegment reporting

  1. Company published 2026-10-15

    We note that you do not include S-K 1300 mineral property disclosure for your 55% interest in Jamalco, including bauxite mining and alumina production in Jamaica. Please refer to Item 1301 of Regulation S-K regarding required mineral property disclosures and provide your materiality analysis associated with this property. Please note that the analysis should include all related activities from exploration through…
  2. Company published 2026-10-15

    We note your response to prior comment 4 and have the following comments: · Please provide us with a more detailed analysis of your primary beneficiary determination, including identification of the activities that most significantly impact Jamalco's economic performance and a description of how decisions are made regarding each activity. Provide us with a copy of the agreement that sets forth the rights and…
  3. Company published 2026-10-15

    We have reviewed your response to prior comment 1. In your response to the fifth bullet point, you indicate that you consolidate “the mineral properties and related raw and unfinished inventories through control of Jamalco, net of liabilities” and proportionately consolidate “the undivided interests in individual fixed assets that are jointly held by the Company and the Government of Jamaica.” • Provide us with your…
  4. Company published 2026-10-15

    We note from your response to prior comment 1 your consideration of the January 19- 20, 2000 EITF meeting which indicates an “investor should display on a proportionate gross basis those assets and liabilities in its balance sheet and the related results of operations in its income statement.” Although one of the specified conditions to apply proportionate consolidation is that “no separate legal entity exists,” you…
  5. Company published 2026-10-15

    We have reviewed your response to prior comment 1 and have the following comments. We note that you did not record any lease right-of-use assets or intangible assets related to Jamalco’s right to use the Co-Tenancy Assets owned by the venture partner at no cost. Please tell us your consideration of ASC 842 and ASC 360 in determining that no such assets were required to be recognized. In addition, confirm to us the…
  6. Company published 2026-10-15

    We note your responses to prior comments 1-3. We believe the Production Assets should be accounted for as part of the Jamalco JV. Considering your total assets would increase by approximately 9% and total equity would increase by approximately 20% as a result of accounting for the Production Assets as part of the Jamalco JV, we believe that the error is material. Please restate your financial statements accordingly.…
  7. Company published 2026-10-15

  8. SEC staff published 2026-10-15

    We note that you do not include S-K 1300 mineral property disclosure for your 55% interest in Jamalco, including bauxite mining and alumina production in Jamaica. Please refer to Item 1301 of Regulation S-K regarding required mineral property disclosures, and provide your materiality analysis associated with this property. Please note that the analysis should include all related activities from exploration through…
  9. SEC staff published 2026-10-15

    We note your response to prior comment 4 and have the following comments: • Please provide us with a more detailed analysis of your primary beneficiary determination, including identification of the activities that most significantly impact Jamalco's economic performance and a description of how decisions are made regarding each activity. Provide us with a copy of the agreement that sets forth the rights and…
  10. SEC staff published 2026-10-15

    We have reviewed your response to prior comment 1. In your response to the fifth bullet point, you indicate that you consolidate "the mineral properties and related raw and unfinished inventories through control of Jamalco, net of liabilities" and proportionately consolidate "the undivided interests in individual fixed assets that are jointly held by the Company and the Government of Jamaica." Provide us with your…
  11. SEC staff published 2026-10-15

    We note from your response to prior comment 1 your consideration of the January 19- 20, 2000 EITF meeting which indicates an “investor should display on a proportionate gross basis those assets and liabilities in its balance sheet and the related results of operations in its income statement.” Although one of the specified conditions to apply proportionate consolidation is that “no separate legal entity exists,” you…
  12. SEC staff published 2026-10-15

    We have reviewed your response to prior comment 1 and have the following comments. We note that you did not record any lease right-of-use assets or intangible assets related to Jamalco’s right to use the Co-Tenancy Assets owned by the venture partner at no cost. Please tell us your consideration of ASC 842 and ASC 360 in determining that no such assets were required to be recognized. In addition, confirm to us the…
SEC comment letter 1 letter

OneConstruction Group Ltd Form 20-F for the Fiscal Year Ende

OneConstruction Group Ltd ONEG ·1 from the staff, 0 in reply

Revenue recognition

  1. SEC staff published 2026-10-14

    We note your discussion of defects liability periods on page 43. Please tell us what consideration you gave to addressing your accounting policy for defects liability periods within your revenue recognition policy. 3. Concentration of Risks, page F-12 2. We note that over 38% of your accounts receivable balance as of March 31, 2025, $8.9M, is due from a single customer, and that your revenues from that customer…
SEC comment letter 1 letter

Valvoline Inc. Form 10-K for the Fiscal Year Ended September

VALVOLINE INC VVV ·0 from the staff, 1 in reply

Business combinationsFair valueGoodwill and impairmentInventorySegment reporting

  1. Company published 2026-09-30

    We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the…
SEC comment letter 1 letter

Valvoline Inc. Form 10-K for the Fiscal Year ended September

VALVOLINE INC VVV ·1 from the staff, 0 in reply

Fair valueGoodwill and impairmentMD&A

  1. SEC staff published 2026-09-30

    We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the…
SEC comment letter 1 letter

UniFirst Corporation Form 10-K for Fiscal Year Ended August

UNIFIRST CORP UNF ·1 from the staff, 0 in reply

Segment reporting

  1. SEC staff published 2026-09-30

    We note that the CODM uses segment revenues and segment operating income to assess performance and allocate resources. Please tell us how you considered the guidance in ASC 280-10-50-29(f) and the example at 280-10-55-54(c) to discuss how the CODM uses this measure in assessing performance and deciding how to allocate resources. 2. Please disclose the significant segment expenses categories and amounts that are…
SEC comment letter 2 letters

NetApp, Inc. Form 10-K for the Year Ended April 25, 2025 For

NetApp, Inc. NTAP ·1 from the staff, 1 in reply

Income taxesMD&ASegment reportingShare-based compensation

  1. Company published 2026-09-30

    We note that you provided this information in Exhibit 99.1 to your Form 8-Ks filed on May 29, 2025 and February 26, 2026. Revenues from the U.S. public sector markets represented 11% of net revenues in each of the fiscal years ended April 25, 2025 (“FY25”), April 26, 2024, and April 28, 2023. The U.S. public sector includes revenue from both 1) the U.S. federal government and 2) U.S. state governments, local…
  2. SEC staff published 2026-09-30

    We note that you provided this information in Exhibit 99.1 to your Form 8-Ks filed on May 29, 2025 and February 26, 2026. Audited Financial Statements 15. Segment, Geographic, and Significant Customer Information, page 83 It appears that your Hybrid Cloud segment offers several subcategories of products including all-flash arrays and hybrid flash products. We note the similarities in your storage infrastructure…
SEC comment letter 1 letter

Waton Financial Limited Form 20-F for Fiscal Year Ended Marc

Waton Financial Ltd WTF ·1 from the staff, 0 in reply

Crypto assetsFair valueGoodwill and impairmentMD&ANon-GAAP measures

  1. SEC staff published 2026-09-29

    We note your disclosure of the non-GAAP financial measures 'Adjusted Net Income' and 'Adjusted Net Loss' in your business overview on page 45 when discussing results of operations in the periods presented. Please represent to us that, in future filings, you will provide all the non-GAAP disclosures required by Item 10(e)(1)(i) of Regulation S-K. Notes to Consolidated Financial Statements Note 2. Summary of…
SEC comment letter 1 letter

ROCKWELL AUTOMATION, INC. Form 10-K filed November 12, 2025,

ROCKWELL AUTOMATION, INC ROK ·0 from the staff, 1 in reply

Business combinationsFair valueGoodwill and impairmentIncome taxesInventoryMD&ANon-GAAP measuresSegment reporting

  1. Company published 2026-09-29

    We note your presentation of total segment operating earnings. When this measure is presented outside of the ASC 280 disclosures in the notes to the financial statements, it must comply with all non-GAAP guidance. In this regard, please address the following: • This measure excludes corporate and other costs. As such, it appears to exclude normal, recurring, cash operating expenses and, as such, does not comply with…
SEC comment letter 1 letter

Frontier Group Holdings, Inc. Form 10-K for the Fiscal Year

Frontier Group Holdings, Inc. ULCC ·1 from the staff, 0 in reply

Leases

  1. SEC staff published 2026-09-29

    We note your disclosure indicating that you consider all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash and cash equivalents, although also indicating that “items with maturities greater than three months” that are readily convertible to known amounts of cash (including money market funds and time deposits) are also reported as cash and cash…
SEC comment letter 1 letter

Fortune Brands Innovations, Inc. Form 10-K for the year ende

Fortune Brands Innovations, Inc. FBIN ·1 from the staff, 0 in reply

Fair valueGoodwill and impairmentIncome taxesInventoryMD&ANon-GAAP measuresSegment reporting

  1. SEC staff published 2026-09-29

    Please revise accordingly. Refer to Item 303(b)(2) of Regulation S-K and and SEC Release No. 33-8350 for guidance. Critical Accounting Estimates Goodwill and Indefinite-lived Intangible Assets, page 36 2. We note your disclosure on page 36 that the significant assumptions that are used to determine the estimated fair value of reporting units for impairment testing are forecasted revenue growth rates, operating…
SEC comment letter 1 letter

Reddit, Inc. Form 10-K for the Fiscal Year Ended December 31

Reddit, Inc. RDDT ·1 from the staff, 0 in reply

Income taxesMD&A

  1. SEC staff published 2026-09-25

    We note your discussion of financial results and that you attribute the increase in revenues to an "increase in impressions delivered and to a lesser extent, an increase in pricing." Please revise to further describe material changes to a line item for the underlying reasons for such changes in both quantitative and qualitative terms, including the impact of offsetting factors. For example, because “impressions…
SEC comment letter 1 letter

Graphene & Solar Technologies Ltd Form 10-K for the Fiscal Y

Graphene & Solar Technologies Ltd GSTX ·1 from the staff, 0 in reply

Business combinationsInternal controlMD&A

  1. SEC staff published 2026-09-25

    We note that you have disclosures indicating your CEO and CFO evaluated disclosure controls and procedures and internal control over financial reporting and determined that neither were effective as of the end of the period covered by your report. However, you have not provided all of the required certifications that pertain not only to these matters but which must also attest to the truthfulness and completeness of…
SEC comment letter 2 letters

Aehr Test Systems, Inc. Form 10-K for the Fiscal Year Ended

AEHR TEST SYSTEMS AEHR ·1 from the staff, 1 in reply

Income taxesInventoryMD&ASegment reporting

  1. Company published 2026-09-25

    We note your disclosure that you released a valuation allowance of $21.9 million during the fiscal year ended May 31, 2024, based on your conclusion that it is more likely than not that your deferred tax assets will be realized. However, we see that you reported pretax losses in the fiscal year ended May 30, 2025, which continue through the six months ended November 28, 2025. Please update your Critical Accounting…
  2. SEC staff published 2026-09-25

    We note your disclosure that you released a valuation allowance of $21.9 Million during the fiscal year ended May 31, 2024, based on your conclusion that it is more likely than not that your deferred tax assets will be realized. However, we see that you reported pretax losses in the fiscal year ended May 30, 2025, which continue through the six months ended November 28, 2025. Please update your Critical Accounting…
SEC comment letter 2 letters

Magnitude International Ltd Form 20-F for the fiscal year en

Magnitude International Ltd MAGH ·2 from the staff, 0 in reply

Internal control

  1. SEC staff published 2026-09-24

    Please tell us why cybersecurity disclosure is not applicable given that Item 16K applies to annual reports on Form 20-F, or amend your filing to include the applicable cybersecurity disclosures. See Instruction to Item 16K of Form 20-F. Exhibits We note the certifications required by Rules 13a-14 and 15d-14 of the Exchange Act have been omitted from your Form 20-F. Please file an amended Form 20-F in its entirety…
  2. SEC staff published 2026-09-24

    We note your response to our prior comment 1 and your amendment to your filing in response to our prior comments 1, 2, and 3 to include a conclusion regarding the effectiveness of your disclosure controls and procedures, include cybersecurity disclosures, and include the certifications from your principal executive officer and principal financial officer. In light of the amendment to address such previously omitted…
SEC comment letter 1 letter

Maximus, Inc. Form 10-K for the Fiscal Year Ended September

MAXIMUS, INC. MMS ·1 from the staff, 0 in reply

MD&ANon-GAAP measuresSegment reporting

  1. SEC staff published 2026-09-24

    We note that you believe providing measures that exclude the impact of amortization is useful to investors in evaluating your core operations and results; however, these measures include revenue from core operations generated in part by acquired assets. Please revise to clarify that although amortization of intangible assets acquired through acquisitions is being excluded from the non-GAAP measures, the revenue…
SEC comment letter 1 letter

Electromed, Inc. Form 10-K For the Fiscal Year Ended June 30

Electromed, Inc. ELMD ·1 from the staff, 0 in reply

MD&ARevenue recognition

  1. SEC staff published 2026-09-24

    We note the increase in Homecare revenue was due to an increase in direct sales representatives and higher net revenues per approval. Please describe for us and in future filings the amount of increase that is due to higher volume versus higher net revenues per approval. Please also describe the reasons for the higher net revenues per approval. Financial Statements Accounts Receivable, page F-8 2. Please provide us…
SEC comment letter 1 letter

Atkore Inc. Form 10-K for the Year Ended September 30, 2025

Atkore Inc. ATKR ·1 from the staff, 0 in reply

Fair valueGoodwill and impairmentMD&A

  1. SEC staff published 2026-09-24

    We note the discussion of economic conditions influencing your operations beginning on page 37. You indicate that you generally sell your products on a spot basis and as such, were exposed to sales prices on your products that decreased faster than the cost of the related raw materials. We further note the analysis of segment results indicates the Electrical segment's average selling price decreased while its input…
SEC comment letter 1 letter

Under Armour, Inc. Form 10-K for the Fiscal Year Ended March

Under Armour, Inc. UAA ·1 from the staff, 0 in reply

Fair valueGoodwill and impairment

  1. SEC staff published 2026-09-23

    We note your disclosure that in conducting an annual impairment test, you first review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying amount, and if factors indicate that is the case, or if you choose to bypass the qualitative assessment, you perform a quantitative impairment test. We further…
SEC comment letter 2 letters

Johnson Controls International plc Form 10-K for the Fiscal

Johnson Controls International plc JCI ·1 from the staff, 1 in reply

MD&ANon-GAAP measuresSegment reporting

  1. Company published 2026-09-23

    We note your disclosure on page 6 indicates that management uses backlog and orders as tools to monitor the performance of the business and provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Please revise to include a qualitative and quantitative discussion of such metrics for each period presented to enhance a readers understanding of your business…
  2. SEC staff published 2026-09-23

    We note your disclosure on page 6 indicates that management uses backlog and orders as tools to monitor the performance of the business and provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Please revise to include a qualitative and quantitative discussion of such metrics for each period presented to enhance a readers understanding of your business…
SEC comment letter 1 letter

INSULET CORP Form 10-K for Fiscal Year Ended December 31, 20

INSULET CORP PODD ·1 from the staff, 0 in reply

Segment reporting

  1. SEC staff published 2026-09-23

SEC comment letter 1 letter

Costco Wholesale Corporation Form 10-K for Fiscal Year Ended

COSTCO WHOLESALE CORP /NEW COST ·1 from the staff, 0 in reply

MD&ASegment reporting

  1. SEC staff published 2026-09-23

    Please revise as appropriate. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
SEC comment letter 1 letter

Affirm Holdings, Inc. Form 10-K for the Fiscal Year Ended Ju

Affirm Holdings, Inc. AFRM ·1 from the staff, 0 in reply

MD&A

  1. SEC staff published 2026-09-23

    Please revise, in future filings, to provide a discussion of financial condition and changes in financial condition for the periods presented in accordance with Item 303(b) of Regulation S-K. As it relates to changes in your loan balance from period to period, include quantification and discussion of factors driving the change by loan product (e.g., Pay-in-X, 0% annual percentage rate (“APR”) monthly installment…
SEC comment letter 1 letter

Amdocs Limited Form 20-F for Fiscal Year Ended September 30,

AMDOCS LTD DOX ·0 from the staff, 1 in reply

Income taxesRevenue recognitionSegment reporting

  1. Company published 2026-09-23

    We note you quantify and discuss managed service backlog and renewals in your earnings releases and investor presentations. In addition, in Exhibit 99.1 of the Form 6-K furnished on December 16, 2025, you refer to near 100% renewal rates as one of your strategic pillars and include 12-month backlog in your list of key financial highlights. Please tell us whether these metrics are key performance indicators used in…
SEC comment letter 1 letter

Amdocs Limited Form 20-F for the Fiscal Year Ended September

AMDOCS LTD DOX ·1 from the staff, 0 in reply

Revenue recognitionSegment reporting

  1. SEC staff published 2026-09-23

    We note you quantify and discuss managed service backlog and renewals in your earnings releases and investor presentations. In addition, in Exhibit 99.1 of the Form 6-K furnished on December 16, 2025, you refer to near 100% renewal rates as one of your strategic pillars and include 12-month backlog in your list of key financial highlights. Please tell us whether these metrics are key performance indicators used in…
SEC comment letter 1 letter

Warner Music Group Corp. Form 10-K for Fiscal Year Ended Sep

Warner Music Group Corp. WMG ·1 from the staff, 0 in reply

MD&ANon-GAAP measuresSegment reporting

  1. SEC staff published 2026-09-17

    We note that you have presented adjusted OIBDA on a segment basis. This measure appears to be an additional profit/(loss) measure that is not calculated in accordance with GAAP. Please reconcile this measure to the most directly comparable GAAP measure in accordance with Item 10(e) of Regulation S-K and Regulation G. Notes to Consolidated Financial Statements 17. Segment Information, page 115 2. Please revise your…
SEC comment letter 4 letters

Tilray Brands, Inc. Form 10-K for the fiscal year ended May

Tilray Brands, Inc. TLRY ·2 from the staff, 2 in reply

Business combinationsFair valueMD&ANon-GAAP measuresSegment reporting

  1. Company published 2026-09-17

    Please explain to us in detail and revise your future filings as necessary to describe the events that transpired during the three months ended August 31, 2025 that resulted in your determination that the $15.0 million payout was no longer likely to occur at all. In this regard, we note you mention only "Montauk's current operating results" from page 20 of your November 30, 2025 Form 10-Q. The Company respectfully…
  2. Company published 2026-09-17

  3. SEC staff published 2026-09-17

    Please explain to us in detail and revise your future filings as necessary to describe the events that transpired during the three months ended August 31, 2025 that resulted in your determination that the $15.0 million payout was no longer likely to occur at all. In this regard, we note you mention only "Montauk's current operating results" from page 20 of your November 30, 2025 Form 10-Q. Form 10-K for the fiscal…
  4. SEC staff published 2026-09-17