SEC Company Response from COLUMBIA BANKING SYSTEM, INC. (COLB) (CIK 0000887343) (COLB) — Oct 31, 2011
COLUMBIA BANKING SYSTEM, INC. (COLB) (CIK 0000887343)
Date: Oct. 31, 2011 · CIK: 0000887343 · Accession: 0000887343-11-000005
AI Filing Summary & Sentiment
File numbers found in text: 000-20288
Referenced dates: August 31, 2011
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Filed March 21, 2011 Form 10-Q for the Fiscal Quarter Ended June 30, 2011 Filed August 8, 2011 File No. 000-20288
Dear Ms. McHale:
This letter sets forth the responses of Columbia Banking System, Inc. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission (“SEC”), Division of Corporation Finance (“Division”) contained in your letter dated August 31, 2011 regarding the Form 10-K filed by the Company for the fiscal year ended December 31, 2010, the Definitive Proxy Statement on Schedule 14A filed March 21, 2011 and the Form 10-Q filed by the Company for the fiscal quarter ended June 30, 2011. For convenience and ease of review, we have reprinted below the text of each comment in your correspondence, followed by the Company's response.
Comment No.1:
Form 10-K for the Fiscal Year Ended December 31, 2010
General
1.
Please tell us why you did not check the box on the first page of your 10-K to indicate whether you have submitted electronically and posted on your corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 2
Response No. 1:
Our understanding is that a company should not check the cover page box related to interactive data file compliance until it is required to submit those files. Accordingly, the Company first checked the cover page box in question with its Form 10-Q for the fiscal quarter ended March 31, 2011. Please see response to Comment No. 10 below for additional information related to the Company's requirement to submit interactive data.
Comment No. 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
General
2.
In future filings, please include the separately-captioned section addressing off-balance sheet arrangements in the Management's Discussion and Analysis section of your report. Please refer to Item 303(a)(4)(i) of Regulation S-K.
Response No. 2:
We have reviewed Item 303(a)(4)(i)of Regulation S-K and will include the separately-captioned section addressing off-balance sheet arrangements in the Management's Discussion and Analysis section of future filings.
Proposed Revised Disclosure No. 2:
Off-Balance Sheet Arrangements
In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the consolidated balance sheets.
Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company evaluates each client's creditworthiness on a case-by-case basis.
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
The Company had off-balance sheet loan commitments aggregating $612.0 million at December 31, 2010, an increase from $587.5.0 million at December 31, 2009. In addition, the Company had $31.2 million outstanding in standby letters of credit at December 31, 2010, a decrease from $32.9 million at December 31, 2009.
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 3
Comment No. 3
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Originated Loans, page 66
3.
In regard to your restructured loans, please tell us and revise your future filings to address the following:
•
Provide a robust discussion of your restructured loan activities. Your discussion should include in tabular format quantification of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and discussion of your successes or failures with the different types of concessions at 12/31/10, 3/31/11 and 6/30/11; and
•
Disclose your policy regarding how many payments the borrower needs to make on restructured loans before returning loans to accrual status.
Response No. 3:
When modifying customer loans, we may provide multiple concessions for each modification. For example, a single loan modification may include rate reduction, term extension and, occasionally, principal reduction. Historically, we have not tracked modifications by type of concession and we do not believe the type of concession will necessarily be predictive of re-default. Further, loan modifications do not comprise a significant component of our loan portfolio. The following table summarizes our troubled debt restructurings at each date, respectively:
(in thousands)
June 30, 2011
March 31, 2011
December 31, 2010
Nonaccrual, restructured loans
$
4,775
$
7,304
$
10,525
Restructured loans accruing interest
6,681
6,739
6,505
Total restructured loans
$
11,456
$
14,043
$
17,031
Loans are returned to an accrual status when receipt of principal and interest payments, as they become contractually due, is probable based on the preponderance of evidence in the credit analysis, the borrower's successful past performance, or favorable performance under the modified terms of the loan agreement exceeds six months. The following is an excerpt from our policy which specifically addresses this issue.
“The Bank may return a non-performing loan to accrual status if the loan is restructured in a legitimate “troubled debt restructuring” and the borrower performs satisfactorily for some period of time under the restructured terms, as follows:
1.
The borrower is to demonstrate the ability to satisfactorily service the restructured loan. A period of payment performance is generally necessary in order to make an assessment of
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 4
collectability that would permit returning the loan to accrual status. Thus, the borrower must demonstrate an ability to service the restructured debt before the Bank can consider returning the loan to accrual status. This ability is usually demonstrated by some period of repayment under the restructured loan terms. Generally, this period is at least six months for a monthly amortizing loan.
2.
There is to be no reasonable doubt as to the ultimate collectability of the restructured principal amount. As long as any reasonable doubt exists as to the ultimate collectability of the restructured loan balance, returning the loan to accrual status is not appropriate nor is it appropriate to recognize interest income as received when such doubt exists.”
Comment No. 4
Item 11. Executive Compensation (incorporate by reference to the Definitive Proxy Statement filed March 21, 2011)
Compensation Discussion and Analysis
Key Elements
Short-Term Incentives, page 28
4.
In future filings, please expand your discussion to provide additional analysis of the effect of individual performance on incentive compensation. We note that your disclosure suggests that it is a significant factor considered by the company. You should provide additional detail and an analysis of how individual performance contributed to actual compensation for the named executive officers. For example, disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the company considered in its evaluation. See Item 402(b)(2)(vii) of Regulation S-K.
Response No. 4:
In future filings, to the extent that individual performance is a significant factor, we will expand our discussion of short-term incentive compensation to provide additional analysis of the effect of individual performance on incentive compensation. The expanded discussion will include additional detail and analysis of how individual performance contributed to actual compensation for the named executive officers, specifying any quantitative and qualitative elements of individual performance, and specific strategic contributions to the Company considered in the Company's evaluation.
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 5
Proposed Revised Disclosure No. 4:
The following is an example of disclosure that could be included in future filings, to the extent relevant:
The cash bonus payouts to the Named Executives for 20XX were based in part on the following elements of individual performance and specific contributions to Columbia's overall performance in 20XX.
Named Executive
Individual Performance Elements and Contributions
CEO
• Led Columbia to earnings per share that exceeded budget and peer median.
CFO
• Drove reduction in expenses and increased performance of the securities portfolio.
NEO
• Successfully integrated the operations of acquisitions.
NEO
• Improved the resolution of problem credits and successfully managed FDIC loss-share compliance.
NEO
• Successfully integrated over XXX employees who joined Columbia through acquisitions.
Comment No. 5
Summary Compensation Table, page 35
5.
In the preceding pages, you describe what appears to be a non-equity compensation plan but you have recorded awards under this plan in the bonus column of the Summary Compensation Table. In future filings, please add a non-equity compensation plan column or explain to the staff why this is not appropriate.
Response No. 5:
In future filings, when non-equity incentive plan compensation has been earned by any named executive officer for services during the fiscal year, we will report such compensation under a column for non-equity incentive plan compensation as required by Regulation S-K Item 402(c)(2)(vii). The amounts shown in the “Bonus” column of the 2010 Summary Compensation Table represent discretionary bonuses awarded to the named executive officers for 2010 performance.
The Company did not make any non-equity incentive plan awards to named executive officers for 2010 because, at the beginning of 2010 and through most of the year, the Company was subject to the compensation restrictions under the rules applicable to participants in the U.S. Treasury Capital Purchase Program (“CPP Rules”), including but not limited to a prohibition on paying or accruing any cash incentive awards to the named executives other than Mr. Roberts, who the Personnel and Compensation Committee of the Company's Board of Directors (the “Committee”) determined to treat consistently with the other named executives in this respect. Because no cash incentive awards were permitted to be paid or accrued under the CPP Rules during the time the Company's preferred stock issued to the Treasury (the “Treasury Preferred Stock”) was outstanding (i.e., through August 11, 2010), particularly in early 2010 when the Committee made decisions
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 6
regarding allocations among various elements of total direct compensation for the named executives, no “non-equity incentive plan” within the meaning of Regulation S-K Item 402(a)(6) was established for 2010 and therefore no non-equity incentive plan awards were made for 2010 performance. The Company developed scorecards with performance goals and weightings covering the named executives as a means of driving and assessing their performance against critical goals and to provide a reference for the Committee to use in determining 2010 cash incentive awards, if any, in the event Columbia redeemed the Treasury Preferred Stock during 2010, as was the case. In early 2011, the Committee determined to award discretionary bonuses to all named executives, using the Company's performance against the goals established for the Chief Executive Officer for 2010 as a reference to assess Company and executive performance.
Comment No. 6
6.
Please amend your 10-K to reflect the correct compensation for your executive officers. We note that Mr. Nelson's compensation figures for 2009 and 2010 do not appear to add up to the total reflected in your table.
Response No. 6:
We will amend our 2010 Form 10-K to correctly report Mr. Nelson's bonus of $91,450 as 2010 bonus compensation. Although the printed proxy statement delivered to shareholders was correct, the EDGAR filing of the proxy statement prepared by the Company's financial printer inadvertently reported that bonus amount as 2009 compensation.
Comment No. 7
2010 Grants of Plan-Based Awards, page 36
7.
We note your disclosure in this section; however, the triggering event for the GPBA table is the date on which the compensation committee approved the plan-based award, not the date on which cash or stock was actually paid. In addition, you appear to have paid awards in connection with a non-equity incentive plan which would require disclosure in this table of the threshold, target and maximum amounts payable. If you believe that disclosure of the performance targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide supplemental analysis supporting your conclusion. In particular, your competitive harm analysis should justify why you do not intend to disclose what appear to be historical financial performance objectives, and it should clearly explain the nexus between disclosure of the historical performance objectives and the competitive harm that is likely to result from disclosure.
Response No. 7:
The timing of the regular annual equity incentive award grant for 2010 was shifted such that equity incentive awards for named executive officers were approved by the Committee and granted to the named executive officers on December 29, 2009. As such, they were reported in the 2009 Grants of Plan-Based Awards table in the Company's definitive proxy statement filed March 22, 2010.
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 7
The Committee did not approve any awards reportable in the Grants of Plan-Based Awards table for 2010.
As discussed in our response to Comment 5 above, we did not grant any non-equity incentive plan awards for 2010.
Comment No. 8
Item 13. Certain Relationships and Related Transactions, and Director Independence
(incorporated by reference to the Definitive Proxy Statement filed March 21, 2011)
Interest of Management in Certain Transactions, page 49
8.
Please revise the title of this section to alert the reader to the fact that the disclosures required by Item 404 cover transactions for more than just “management” (security holders covered by Item 403(a) of Regulation S-K are also covered).
Response No. 8:
In future filings we will revis
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filename1.htm
COLB SEC Comment Letter Response 2011
Via EDGAR
October 31, 2011
Ms. Kathryn McHale
Staff Attorney
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Mail Stop 4561
Re: Columbia Banking System, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 1, 2011
Definitive Proxy Statement on Schedule 14A
Filed March 21, 2011
Form 10-Q for the Fiscal Quarter Ended June 30, 2011
Filed August 8, 2011
File No. 000-20288
Dear Ms. McHale:
This letter sets forth the responses of Columbia Banking System, Inc. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission (“SEC”), Division of Corporation Finance (“Division”) contained in your letter dated August 31, 2011 regarding the Form 10-K filed by the Company for the fiscal year ended December 31, 2010, the Definitive Proxy Statement on Schedule 14A filed March 21, 2011 and the Form 10-Q filed by the Company for the fiscal quarter ended June 30, 2011. For convenience and ease of review, we have reprinted below the text of each comment in your correspondence, followed by the Company's response.
Comment No.1:
Form 10-K for the Fiscal Year Ended December 31, 2010
General
1.
Please tell us why you did not check the box on the first page of your 10-K to indicate whether you have submitted electronically and posted on your corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
1
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 2
Response No. 1:
Our understanding is that a company should not check the cover page box related to interactive data file compliance until it is required to submit those files. Accordingly, the Company first checked the cover page box in question with its Form 10-Q for the fiscal quarter ended March 31, 2011. Please see response to Comment No. 10 below for additional information related to the Company's requirement to submit interactive data.
Comment No. 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
General
2.
In future filings, please include the separately-captioned section addressing off-balance sheet arrangements in the Management's Discussion and Analysis section of your report. Please refer to Item 303(a)(4)(i) of Regulation S-K.
Response No. 2:
We have reviewed Item 303(a)(4)(i)of Regulation S-K and will include the separately-captioned section addressing off-balance sheet arrangements in the Management's Discussion and Analysis section of future filings.
Proposed Revised Disclosure No. 2:
Off-Balance Sheet Arrangements
In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the consolidated balance sheets.
Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company evaluates each client's creditworthiness on a case-by-case basis.
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
The Company had off-balance sheet loan commitments aggregating $612.0 million at December 31, 2010, an increase from $587.5.0 million at December 31, 2009. In addition, the Company had $31.2 million outstanding in standby letters of credit at December 31, 2010, a decrease from $32.9 million at December 31, 2009.
2
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 3
Comment No. 3
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Originated Loans, page 66
3.
In regard to your restructured loans, please tell us and revise your future filings to address the following:
•
Provide a robust discussion of your restructured loan activities. Your discussion should include in tabular format quantification of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and discussion of your successes or failures with the different types of concessions at 12/31/10, 3/31/11 and 6/30/11; and
•
Disclose your policy regarding how many payments the borrower needs to make on restructured loans before returning loans to accrual status.
Response No. 3:
When modifying customer loans, we may provide multiple concessions for each modification. For example, a single loan modification may include rate reduction, term extension and, occasionally, principal reduction. Historically, we have not tracked modifications by type of concession and we do not believe the type of concession will necessarily be predictive of re-default. Further, loan modifications do not comprise a significant component of our loan portfolio. The following table summarizes our troubled debt restructurings at each date, respectively:
(in thousands)
June 30, 2011
March 31, 2011
December 31, 2010
Nonaccrual, restructured loans
$
4,775
$
7,304
$
10,525
Restructured loans accruing interest
6,681
6,739
6,505
Total restructured loans
$
11,456
$
14,043
$
17,031
Loans are returned to an accrual status when receipt of principal and interest payments, as they become contractually due, is probable based on the preponderance of evidence in the credit analysis, the borrower's successful past performance, or favorable performance under the modified terms of the loan agreement exceeds six months. The following is an excerpt from our policy which specifically addresses this issue.
“The Bank may return a non-performing loan to accrual status if the loan is restructured in a legitimate “troubled debt restructuring” and the borrower performs satisfactorily for some period of time under the restructured terms, as follows:
1.
The borrower is to demonstrate the ability to satisfactorily service the restructured loan. A period of payment performance is generally necessary in order to make an assessment of
3
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 4
collectability that would permit returning the loan to accrual status. Thus, the borrower must demonstrate an ability to service the restructured debt before the Bank can consider returning the loan to accrual status. This ability is usually demonstrated by some period of repayment under the restructured loan terms. Generally, this period is at least six months for a monthly amortizing loan.
2.
There is to be no reasonable doubt as to the ultimate collectability of the restructured principal amount. As long as any reasonable doubt exists as to the ultimate collectability of the restructured loan balance, returning the loan to accrual status is not appropriate nor is it appropriate to recognize interest income as received when such doubt exists.”
Comment No. 4
Item 11. Executive Compensation (incorporate by reference to the Definitive Proxy Statement filed March 21, 2011)
Compensation Discussion and Analysis
Key Elements
Short-Term Incentives, page 28
4.
In future filings, please expand your discussion to provide additional analysis of the effect of individual performance on incentive compensation. We note that your disclosure suggests that it is a significant factor considered by the company. You should provide additional detail and an analysis of how individual performance contributed to actual compensation for the named executive officers. For example, disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the company considered in its evaluation. See Item 402(b)(2)(vii) of Regulation S-K.
Response No. 4:
In future filings, to the extent that individual performance is a significant factor, we will expand our discussion of short-term incentive compensation to provide additional analysis of the effect of individual performance on incentive compensation. The expanded discussion will include additional detail and analysis of how individual performance contributed to actual compensation for the named executive officers, specifying any quantitative and qualitative elements of individual performance, and specific strategic contributions to the Company considered in the Company's evaluation.
4
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 5
Proposed Revised Disclosure No. 4:
The following is an example of disclosure that could be included in future filings, to the extent relevant:
The cash bonus payouts to the Named Executives for 20XX were based in part on the following elements of individual performance and specific contributions to Columbia's overall performance in 20XX.
Named Executive
Individual Performance Elements and Contributions
CEO
• Led Columbia to earnings per share that exceeded budget and peer median.
CFO
• Drove reduction in expenses and increased performance of the securities portfolio.
NEO
• Successfully integrated the operations of acquisitions.
NEO
• Improved the resolution of problem credits and successfully managed FDIC loss-share compliance.
NEO
• Successfully integrated over XXX employees who joined Columbia through acquisitions.
Comment No. 5
Summary Compensation Table, page 35
5.
In the preceding pages, you describe what appears to be a non-equity compensation plan but you have recorded awards under this plan in the bonus column of the Summary Compensation Table. In future filings, please add a non-equity compensation plan column or explain to the staff why this is not appropriate.
Response No. 5:
In future filings, when non-equity incentive plan compensation has been earned by any named executive officer for services during the fiscal year, we will report such compensation under a column for non-equity incentive plan compensation as required by Regulation S-K Item 402(c)(2)(vii). The amounts shown in the “Bonus” column of the 2010 Summary Compensation Table represent discretionary bonuses awarded to the named executive officers for 2010 performance.
The Company did not make any non-equity incentive plan awards to named executive officers for 2010 because, at the beginning of 2010 and through most of the year, the Company was subject to the compensation restrictions under the rules applicable to participants in the U.S. Treasury Capital Purchase Program (“CPP Rules”), including but not limited to a prohibition on paying or accruing any cash incentive awards to the named executives other than Mr. Roberts, who the Personnel and Compensation Committee of the Company's Board of Directors (the “Committee”) determined to treat consistently with the other named executives in this respect. Because no cash incentive awards were permitted to be paid or accrued under the CPP Rules during the time the Company's preferred stock issued to the Treasury (the “Treasury Preferred Stock”) was outstanding (i.e., through August 11, 2010), particularly in early 2010 when the Committee made decisions
5
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 6
regarding allocations among various elements of total direct compensation for the named executives, no “non-equity incentive plan” within the meaning of Regulation S-K Item 402(a)(6) was established for 2010 and therefore no non-equity incentive plan awards were made for 2010 performance. The Company developed scorecards with performance goals and weightings covering the named executives as a means of driving and assessing their performance against critical goals and to provide a reference for the Committee to use in determining 2010 cash incentive awards, if any, in the event Columbia redeemed the Treasury Preferred Stock during 2010, as was the case. In early 2011, the Committee determined to award discretionary bonuses to all named executives, using the Company's performance against the goals established for the Chief Executive Officer for 2010 as a reference to assess Company and executive performance.
Comment No. 6
6.
Please amend your 10-K to reflect the correct compensation for your executive officers. We note that Mr. Nelson's compensation figures for 2009 and 2010 do not appear to add up to the total reflected in your table.
Response No. 6:
We will amend our 2010 Form 10-K to correctly report Mr. Nelson's bonus of $91,450 as 2010 bonus compensation. Although the printed proxy statement delivered to shareholders was correct, the EDGAR filing of the proxy statement prepared by the Company's financial printer inadvertently reported that bonus amount as 2009 compensation.
Comment No. 7
2010 Grants of Plan-Based Awards, page 36
7.
We note your disclosure in this section; however, the triggering event for the GPBA table is the date on which the compensation committee approved the plan-based award, not the date on which cash or stock was actually paid. In addition, you appear to have paid awards in connection with a non-equity incentive plan which would require disclosure in this table of the threshold, target and maximum amounts payable. If you believe that disclosure of the performance targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide supplemental analysis supporting your conclusion. In particular, your competitive harm analysis should justify why you do not intend to disclose what appear to be historical financial performance objectives, and it should clearly explain the nexus between disclosure of the historical performance objectives and the competitive harm that is likely to result from disclosure.
Response No. 7:
The timing of the regular annual equity incentive award grant for 2010 was shifted such that equity incentive awards for named executive officers were approved by the Committee and granted to the named executive officers on December 29, 2009. As such, they were reported in the 2009 Grants of Plan-Based Awards table in the Company's definitive proxy statement filed March 22, 2010.
6
Ms. Kathryn McHale, Staff Attorney
United States Securities and Exchange Commission
Page 7
The Committee did not approve any awards reportable in the Grants of Plan-Based Awards table for 2010.
As discussed in our response to Comment 5 above, we did not grant any non-equity incentive plan awards for 2010.
Comment No. 8
Item 13. Certain Relationships and Related Transactions, and Director Independence
(incorporated by reference to the Definitive Proxy Statement filed March 21, 2011)
Interest of Management in Certain Transactions, page 49
8.
Please revise the title of this section to alert the reader to the fact that the disclosures required by Item 404 cover transactions for more than just “management” (security holders covered by Item 403(a) of Regulation S-K are also covered).
Response No. 8:
In future filings we will revis