02:59, 01.14.24
i feel as if i am repenting for sins i was not aware i committed.
maybe that’s a lie. but i have yet to be told what my penance is.
maybe it’s crying myself to sleep like i have been the last few nights, listening to the songs we’ve shared for years on repeat, wondering what i did wrong. wondering why you were the one to leave this time.
i don’t think i’ve ever missed you like this, not as a lover, but as my best friend.
i’m so fucking sad all the time, and all i want is my best friend to tell me i’m going to be okay.
you were supposed to take me with you. it was supposed to be you and me running far away and never looking back. you said you wouldn’t go without me.
it’s not too late.
please come back for me.
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What are Emerging Growth Companies and how is the cap on their annual gross revenue indexed to inflation?
Emerging Growth Companies (EGCs) are a new category of issuers created by the Jumpstart Our Business Startups (JOBS) Act.
To name a few exemptions EGCs are permitted:
to include less extensive narrative disclosure than required of other reporting companies, particularly in executive compensation
to provide audited financial statements for two fiscal years. Other reporting companies are required to provide audited financial statements for three fiscal years
not to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b)
to defer complying with certain changes in accounting standards
One of the requirements for a company to continue as an EGC for the first five fiscal years after it completes an IPO is if it has "total annual gross revenues" of less than $1.235 billion during its most recently completed fiscal year. “Total annual gross revenues” means total revenues as presented on the statement of comprehensive income under U.S. GAAP (or IFRS as issued by the IASB, if used as the basis of reporting by a foreign private issuer).
The JOBS Act requires the SEC to make inflation adjustments every five years to the annual gross revenue amount used to determine EGC status, to reflect the changes in the Consumer Price Index for All Urban Consumers (“CPI-U”) published by the Bureau of Labor Statistics (“BLS”). The adjusted gross revenue threshold must be set to the nearest $1,000,000 during its most recently completed fiscal year. In 2017, the Commission increased the annual gross revenue amount from $1,000,000,000 to $1,070,000,000. On September 9, 2022, the SEC adopted amendments to Securities Act Rule 405 and Exchange Act Rule 12b-2 to reflect another inflation-adjusted annual gross revenue threshold from $1,070,000,000 to $1,235,000,000.
The new EGC gross revenue threshold amendments are determined by:
1. Determine the appropriate CPI-U for December of the calendar year preceding the year of adjustment
Example - When making the inflation adjustment for the EGC revenue threshold in 2022, use the CPI-U for December 2021, which was 278.802. Then use the CPI-U for December of 2011, the calendar year before the EGC definition was established by the JOBS Act, which was 225.672 (“2011 CPI-U”)
2. Calculate the cost-of-living adjustment or inflation factor - Divide the 2021 CPI-U ( 278.802) by the 2011 CPI-U ( 225.672) which will result in the inflation factor of 1.23543.
3. Calculate the inflation adjustment, multiply the initial EGC gross revenue threshold, $1,000,000,000, by the inflation factor 1.23543, the product of which would be $1,235,430,000.
The increase in EGC gross revenue threshold from the initial threshold of $1 billion would be $235,430,000 rounded to $235,000,000 under the statutory rounding convention.
4. Add the rounded increase of $235,000,000 to the initial EGC revenue threshold of $1,000,000,000 which yields an inflation adjusted EGC revenue threshold of $1.235billion
The above methodology is consistent with the methodology the Commission used in 2017 when the first increase to reflect an inflation-adjusted annual gross revenue threshold was administered.
Sources :
Final Rules Inflation Adjustments under Titles I and III of the JOBS Act
INFLATION ADJUSTMENTS AND OTHER TECHNICAL AMENDMENTS UNDER Titles I and III of the JOBS Act
SEC Adopts JOBS Act Inflation Adjustments
Emerging Growth Companies
About The Author
Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several companies at different stages with their accounting and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com and has guest blogged at different startup platforms such as The Startup Garage and Belmont Acquisitions.
DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA.It should not be relied upon as legal advise because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.
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