LYFT, INC. FILES (8-K) Disclosing Non-Reliance on Previous Financials, Audits or Interim Review, Regulation FD Disclosure
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As part of preparing the Q1'22 consolidated financial statements of
(the "Company" or "Lyft") an error was identified related to the accounting of
losses ceded under the Quota Share Reinsurance Agreement (the "Reinsurance
Agreement") with
legacy portfolio of auto insurance policies. All references in this document
refer to GAAP financial measures unless otherwise noted. The error resulted in
the understatement of cost of revenue and net loss in the quarter and year ended
"Affected Periods").
As a result of this error, on
Committee") of the Board of Directors of
Company's management, concluded that
of and for the year ended
(the "2021 10-K") as well as the Company's condensed consolidated financial
statements as of and for the quarter ended
months then ended) included in its Q3'21 Form 10-Q should no longer be relied
upon. The Company plans to restate its consolidated financial statements as of
and for the year ended
2021 10-K to be filed with the
"Amendment"). The Amendment will also include restated quarterly financial
information as of
ended. Any previously issued or filed reports, press releases, earnings releases
and investor presentations or other communications describing
consolidated financial statements and other related financial information
covering the Affected Periods should no longer be relied upon.
In terms of the specific impacts, this error resulted in a
understatement of cost of revenue, loss from operations, loss before income
taxes, and net loss on
three months ended
understatement of the same items for the three months ended
Taken together, the impact for full year 2021 was a
of the same financial line items. On the Company's consolidated balance sheets
there was a corresponding understatement of accumulated deficit and of accrued
and other current liabilities of
cash flows from operating activities, investing activities, financing activities
or its ending cash balance in the Affected Periods.
The error does not impact the Company's consolidated financial statements for
either Q1 or Q2 of 2021 or for any period before then. It also does not affect
Furthermore,
impacted by this matter, including its Contribution, Contribution Margin and
Adjusted EBITDA. Neither the changes nor the restatement of
statements affect the Company's compliance with the financial covenants
contained in its outstanding debt instruments or compliance with any other
material agreement of the Company or its subsidiaries.
As a result of this restatement,
effectiveness of the Company's disclosure controls and procedures as well as its
internal control over financial reporting as of
has concluded that the Company's disclosure controls and procedures were not
effective as of
control over financial reporting was not effective as of
to the following material weakness. Specifically, there was a lack of an
effectively designed control activity over the evaluation of the impact of the
terms of the Reinsurance Agreement on the accounting and reporting of the excess
benefits of the Reinsurance Transaction. The Company will amend the related
disclosures included in Item 9A of the Amendment to reflect this material
weakness and will also include information about the Company's remediation
actions.
this Item 4.02 with the Company's independent registered accounting firm,
Item 7.01 Regulation FD Disclosure
This error and the accounting treatment contemplated by the restatement
described in Item 4.02 above have no impact on the outlook commentary the
Company shared on its
--------------------------------------------------------------------------------
Contribution Margin and Adjusted EBITDA. As previously announced,
release its financial results for Q1'22 after the close of market on
May 3, 2022
The information in Item 7.01 of this current report on Form 8-K shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
any general incorporation language in such filing.
Forward Looking Statements
Certain statements included in this report that are not historical facts are
forward-looking statements for purposes of the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding management's expectations on the impact
of the restatement on the Company's previously issued financial statements and
results for the quarter ended
Annual Report on Form 10-K, plans to remediate the material weakness with
respect to the Company's internal control over financial reporting and the
impact of these matters on the Company's outlook commentary. These statements
are based on various assumptions, whether or not identified in this report, and
on the current expectations of management. Forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements, including but not
limited to, the discovery of additional information relevant to the Affected
Periods; changes in the effects of the restatement on the Company's financial
statements or financial results; higher than expected charges after completing
the restatement process; delay in the amended filing due to the Company's
efforts to complete the restatement; and the other risks detailed from time to
time in the Company's reports filed with the
Form 10-K for the year ended
files with the
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. These forward-looking statements speak only as
of the date hereof, and the Company expressly disclaims any obligation to update
these forward-looking statements other than required by law.
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AMERISAFE INC – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations.
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