Sec Form 1a Regulation A Offering Statement (Page 16 of 29) in pdf

(b) Segment Data. If the issuer is required by generally accepted accounting principles to include segment

information in its ﬁnancial statements, an appropriate cross-reference must be included in the description of

business.

extent that the industry guides are codiﬁed into Regulation S-K, the Regulation S-K industry disclosure items

must be followed.

(d) For offerings of limited partnership or limited liability company interests, an issuer must comply with the

Commission’s interpretive views on substantive disclosure requirements set forth in Securities Act Release No.

6900 (June 17, 1991).

Item 8.

Description of Property

State brieﬂy the location and general character of any principal plants or other material physical properties of

the issuer and its subsidiaries. If any such property is not held in fee or is held subject to any major encum-

brance, so state and brieﬂy describe how held. Include information regarding the suitability, adequacy, produc-

tive capacity and extent of utilization of the properties and facilities used in the issuer’s business.

Instruction to Item 8:

Detailed descriptions of the physical characteristics of individual properties or legal descriptions by

metes and bounds are not required and should not be given.

Item 9.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Discuss the issuer’s ﬁnancial condition, changes in ﬁnancial condition and results of operations for each year

and interim period for which ﬁnancial statements are required, including the causes of material changes from

year to year or period to period in ﬁnancial statement line items, to the extent necessary for an understanding of

the issuer’s business as a whole. Information provided also must relate to the segment information of the issuer.

Provide the information speciﬁed below as well as such other information that is necessary for an investor’s

understanding of the issuer’s ﬁnancial condition, changes in ﬁnancial condition and results of operations.

(a) Operating results. Provide information regarding signiﬁcant factors, including unusual or infrequent events

or transactions or new developments, materially affecting the issuer’s income from operations, and, in each

case, indicating the extent to which income was so affected. Describe any other signiﬁcant component of rev-

enue or expenses necessary to understand the issuer’s results of operations. To the extent that the ﬁ nancial state-

ments disclose material changes in net sales or revenues, provide a narrative discussion of the extent to which

such changes are attributable to changes in prices or to changes in the volume or amount of products or services

being sold or to the introduction of new products or services.

Instruction to Item 9(a):

1. The discussion and analysis shall focus speciﬁcally on material events and uncertainties known to manage-

ment that would cause reported ﬁ nancial information not to be necessarily indicative of future operating results

or of future ﬁnancial condition. This would include descriptions and amounts of (A) matters that would have an

impact on future operations that have not had an impact in the past, and (B) matters that have had an impact on

Sec Form 1a Regulation A Offering Statement Page 16