The Company was incorporated in the State of Nevada on July 1, 1999, and
established a fiscal year end of December 31.
To date the Company has little operations or revenues and consequently has
incurred recurring losses from operations. No revenues are anticipated until we
complete the financing we endeavor to obtain, as described in the Form 10-K, and
implement our initial business plan. The ability of the Company to continue as a
going concern is dependent on raising capital to fund our business plan and
ultimately to attain profitable operations. Accordingly, these factors raise
substantial doubt as to the Company's ability to continue as a going concern.
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Our activities have been financed from related-party loans and the proceeds of
share subscriptions. During October 2015, the Company raised a total of $300,500
in cash from offerings of our common stock. We have no outstanding loans.
The Company plans to raise additional funds through debt or equity offerings.
There is no guarantee that the Company will be able to raise any capital through
this or any other offerings.
PLAN OF OPERATION
We are an early stage corporation and have generated revenues of $237,980 from
our business during the years ended December 31, 2020. We have developed and
operate an online ticketing platform named Gagfare.com, which provides a
ticketing system for individuals and agencies to search, book and issue flight
tickets and other services. During the 12 months following the date of filing of
this Annual Report on Form 10-K, will be focused on attempting to raise
$10,000,000 of funds to expand our business. We have no assurance that future
financing will materialize. If that financing is not available, we may be unable
to continue. However, if such public financing is not available, we could fail
to satisfy our future cash requirements. We have no assurance that future
financing will materialize. If that financing is not available we may be unable
to continue. Management believes that if subsequent private placements are
successful, we will be able to generate sales revenue within the following
twelve months thereof. However, additional equity financing may not be available
to us on acceptable terms or at all, and thus we could fail to satisfy our
future cash requirements.
If we are unsuccessful in raising the additional proceeds through a private
placement offering we will then have to seek additional funds through debt
financing, which would be highly difficult for an early-stage company to secure.
Therefore, the Company is highly dependent upon the success of the anticipated
private placement offering and failure thereof would result in the Company
having to seek capital from other sources such as debt financing, which may not
even be available to the Company. However, if such financing were available,
because we are an early stage company, it would likely have to pay additional
costs associated with high risk loans and be subject to an above market interest
rate. At such time these funds are required, management would evaluate the terms
of such debt financing and determine whether the business could sustain
operations and growth and manage the debt load. If we cannot raise additional
proceeds via a private placement of its common stock or secure debt financing it
would be required to cease business operations. As a result, investors in our
common stock would lose all of their investment.
With new investors joining, the Company is operating a travel services
businesses, which includes an online ticketing platform Gagfare, which provides
to travelers a "Book Now, Pay Later" business model, for travelers to secure the
best fares and reserve flights well ahead of time. The Company will also become
the driving force behind a bold new hospitality concept that takes nature lovers
and intrepid travelers to exciting new and established destinations. The curated
collection of boutique properties, each with a focus on diving, sustainability,
conservation, and cultural authenticity, offers a thoroughly contemporary travel
experience that is intrinsically linked to the destination, its heritage and its
RESULTS OF OPERATIONS
Comparison of the Years ended December 31, 2020 and 2019
As of December 31, 2020, we suffered from a working capital deficit of $160,860.
As a result, our continuation as a going concern is dependent upon improving our
profitability and the continuing financial support from our stockholders or
other capital sources. Management believes that the continuing financial support
from the existing shareholders and external financing will provide the
additional cash to meet our obligations as they become due. Our financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets and liabilities that may
result in the Company not being able to continue as a going concern.
The following table sets forth certain operational data for the years ended
December 31, 2020 and 2019:
Years Ended December 31,
Revenues $ 237,980 $ 183
Cost of revenue (233,757 ) -
Gross profit 4,223 183
Total operating expenses (4,175,996 ) (23,066 )
Other income 22,826 3,372
Loss before Income Taxes (4,148,947 ) (19,511 )
Income tax expense - -
Net loss (4,148,947 ) (19,511 )
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Revenue. We generated revenues of $237,980 and $183 for the years ended December
31, 2020 and 2019.
Cost of Revenue. Cost of revenue for the years ended December 31, 2020 and 2019,
was $233,757 and $0, respectively. Cost of revenue increased primarily as a
result of the increase in our business volume.
Gross Profit. We achieved a gross profit of $4,223 and $183 for the years ended
December 31, 2020 and 2019, respectively. The increase in gross profit is
primarily attributable to the increase in our business volume.
General and Administrative Expenses ("G&A"). We incurred G&A expenses of
$4,175,996 and $23,066 for the years ended December 31, 2020 and 2019,
respectively. The increase in G&A is primarily attributable to the stock-based
Income Tax Expense. Our income tax expenses for the years ended December 31,
2020 and 2019 were $0.
Net Loss. During the year ended December 31, 2020, we incurred a net loss of
$4,148,947, as compared to $19,511 for the same period ended December 31, 2019.
Liquidity and Capital Resources
As of December 31, 2020, we had cash and cash equivalents of $64,496, accounts
receivable of $374, deposits, prepayments and other receivables of $19,953.
We believe that our current cash and other sources of liquidity discussed below
are adequate to support general operations for at least the next 12 months.
Years Ended December 31,
Net cash provided used in operating activities $ (71,248 ) $ (12,457 )
Net cash provided by investing activities
Net cash provided by financing activities 126,732 16,871
Net Cash Used In Operating Activities.
For the year ended December 31, 2020, net cash used in operating activities was
$71,248, which consisted primarily of a net loss of $4,148,947, offset by a
stock-based compensation of $4,074,000, amortization of convertible note
discount, a decrease in accounts receivables of $129, an increase in deposits,
prepayments and other receivables of $8,482 and an increase in accrued expenses
and other payables of $11,608.
For the year ended December 31, 2019, net cash used in operating activities was
$12,457, which consisted primarily of a net loss of $19,511, offset by a
decrease in accounts receivables of $7,672, a decrease in deposits, prepayments
and other receivables of $7,357 and an increase in accrued expenses and other
payable of $7,975.
We expect to continue to rely on cash generated through financing from our
existing shareholders and private placements of our securities, however, to
finance our operations and future acquisitions.
Net Cash Provided By Investing Activities.
For the year ended December 31, 2020, there is no net cash provided by investing
For the year ended December 31, 2019, there is no net cash provided by investing
Net Cash Provided By Financing Activities.
For the year ended December 31, 2020, net cash provided by financing activities
was $126,732 consisting primarily of $22,840 repayment to related companies of
the Company, offset by $116,572 advances from a director and proceed from
issuance of convertible bonds of $33,000.
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For the year ended December 31, 2019, net cash provided by financing activities
was $16,871, consisting primarily of $37,392 repayment to related companies of
the Company and offset by $54,263 advances from a director.
Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to
guarantee the payment obligations of any third parties. In addition, we have not
entered into any derivative contracts that are indexed to our own shares and
classified as shareholders' equity, or that are not reflected in our financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. Moreover, we do not have any variable
interest in an unconsolidated entity that provides financing, liquidity, market
risk or credit support to us or engages in leasing, hedging or research and
development services with us.
We continue to evaluate the impact of the COVID-19 pandemic on the industry and
our Company and have concluded that while it is reasonably possible that the
virus could have a negative effect on our financial position and results of our
operations, the specific impact is not readily determinable as of the date of
this filing. Our financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Critical Accounting Policies and Estimates
· Basis of presentation
These accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America ("US GAAP").
· Use of estimates and assumptions
In preparing these consolidated financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenues and expenses during the years reported. Actual
results may differ from these estimates.
· Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiaries. All significant inter-company balances and
transactions within the Company have been eliminated upon consolidation.
· Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand
deposits placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.
· Accounts receivable
Accounts receivable are recorded at the invoiced amount and do not bear
interest, which are due within contractual payment terms, generally 30 to 90
days from completion of service. Credit is extended based on evaluation of a
customer's financial condition, the customer credit-worthiness and their payment
history. Accounts receivable outstanding longer than the contractual payment
terms are considered past due. Past due balances over 90 days and over a
specified amount are reviewed individually for collectibility. At the end of
fiscal year, the Company specifically evaluates individual customer's financial
condition, credit history, and the current economic conditions to monitor the
progress of the collection of accounts receivables. The Company will consider
the allowance for doubtful accounts for any estimated losses resulting from the
inability of its customers to make required payments. For the receivables that
are past due or not being paid according to payment terms, the appropriate
actions are taken to exhaust all means of collection, including seeking legal
resolution in a court of law. Account balances are charged off against the
allowance after all means of collection have been exhausted and the potential
for recovery is considered remote. The Company does not have any
off-balance-sheet credit exposure related to its customers. As of December 31,
2020 and 2019, there was no allowance for doubtful accounts.
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· Revenue recognition
The Company adopted Accounting Standards Codification ("ASC") 606 - Revenue from
Contracts with Customers" ("ASC 606") as of January 1, 2019 using the modified
retrospective method. This method allows the Company to apply ASC 606 to new
contracts entered into after January 1, 2019, and to its existing contracts for
which revenue earned through December 31, 2018 has been recognized under the
guidance in effect prior to the effective date of ASC 606. The revenue
recognition processes the Company applied prior to adoption of ASC 606 align
with the recognition and measurement guidance of the new standard, therefore
adoption of ASC 606 did not require a cumulative adjustment to opening equity.
Under ASC 606, a performance obligation is a promise within a contract to
transfer a distinct good or service, or a series of distinct goods and services,
to a customer. Revenue is recognized when performance obligations are satisfied
and the customer obtains control of promised goods or services. The amount of
revenue recognized reflects the consideration to which the Company expects to be
entitled to receive in exchange for goods or services. Under the standard, a
contract's transaction price is allocated to each distinct performance
obligation. To determine revenue recognition for arrangements that the Company
determines are within the scope of ASC 606, the Company performs the following
• identify the contract with a customer;
• identify the performance obligations in the contract;
• determine the transaction price;
• allocate the transaction price to performance obligations in the contract;
• recognize revenue as the performance obligation is satisfied.
The Company records its revenue from booking income upon the ticket booking
service is rendered to travelers. The Company also records its revenue from the
sale of air tickets upon the confirmation and issuance of tickets to the
· Income taxes
The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13,
which addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the consolidated financial
statements. Under paragraph 740-10-25-13, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in
the consolidated financial statements from such a position should be measured
based on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13
also provides guidance on de-recognition, classification, interest and penalties
on income taxes, accounting in interim periods and requires increased
disclosures. The Company had no material adjustments to its liabilities for
unrecognized income tax benefits according to the provisions of paragraph
The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying balance sheets, as
well as tax credit carry-backs and carry-forwards. The Company periodically
reviews the recoverability of deferred tax assets recorded on its balance sheets
and provides valuation allowances as management deems necessary.
· Foreign currencies translation
Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the
dates of the transaction. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency using the applicable exchange rates at the balance sheet dates. The
resulting exchange differences are recorded in the consolidated statement of
The reporting currency of the Company is United States Dollar ("US$") and the
accompanying consolidated financial statements have been expressed in US$. In
addition, the Company is operating in Hong Kong and Singapore and maintains its
books and record in its local currency, Hong Kong Dollars ("HKD") and Singapore
Dollars ("SGD"), which are a functional currency as being the primary currency
of the economic environment in which their operations are conducted. In general,
for consolidation purposes, assets and liabilities of its subsidiary whose
functional currency is not US$ are translated into US$, in accordance with ASC
Topic 830-30, " Translation of Financial Statement", using the exchange rate on
the balance sheet date. Revenues and expenses are translated at average rates
prevailing during the period. The gains and losses resulting from translation of
financial statements of foreign subsidiary are recorded as a separate component
of accumulated other comprehensive income within the statements of changes in
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· Net loss per share
The Company calculates net loss per share in accordance with ASC Topic 260,
"Earnings per Share." Basic loss per share is computed by dividing the net loss
by the weighted-average number of common shares outstanding during the period.
Diluted loss per share is computed similar to basic income per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common stock equivalents had
been issued and if the additional common shares were dilutive.
· Comprehensive income
ASC Topic 220, "Comprehensive Income", establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period
from non-owner sources. Accumulated other comprehensive income, as presented in
the accompanying consolidated statements of changes in shareholders' equity,
consists of changes in unrealized gains and losses on foreign currency
translation. This comprehensive income is not included in the computation of
income tax expense or benefit.
The Company adopted Topic 842, Leases ("ASC 842"), using the modified
retrospective approach through a cumulative-effect adjustment and utilizing the
effective date of January 1, 2019 as its date of initial application, with prior
periods unchanged and presented in accordance with the previous guidance in
Topic 840, Leases ("ASC 840").
At the inception of an arrangement, the Company determines whether the
arrangement is or contains a lease based on the unique facts and circumstances
present. Leases with a term greater than one year are recognized on the balance
sheet as right-of-use ("ROU") assets, lease liabilities and long-term lease
liabilities. The Company has elected not to recognize on the balance sheet
leases with terms of one year or less. Operating lease liabilities and their
corresponding right-of-use assets are recorded based on the present value of
lease payments over the expected remaining lease term. However, certain
adjustments to the right-of-use asset may be required for items such as prepaid
or accrued lease payments. The interest rate implicit in lease contracts is
typically not readily determinable. As a result, the Company utilizes its
incremental borrowing rates, which are the rates incurred to borrow on a
collateralized basis over a similar term an amount equal to the lease payments
in a similar economic environment.
In accordance with the guidance in ASC 842, components of a lease should be
split into three categories: lease components (e.g. land, building, etc.),
non-lease components (e.g. common area maintenance, consumables, etc.), and
non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed
and in-substance fixed contract consideration (including any related to
non-components) must be allocated based on the respective relative fair values
to the lease components and non-lease components.
Lease expense is recognized on a straight-line basis over the lease terms. Lease
expense includes amortization of the ROU assets and accretion of the lease
liabilities. Amortization of ROU assets is calculated as the periodic lease cost
less accretion of the lease liability. The amortized period for ROU assets is
limited to the expected lease term.
The Company has elected a practical expedient to combine the lease and non-lease
components into a single lease component. The Company also elected the
short-term lease measurement and recognition exemption and does not establish
ROU assets or lease liabilities for operating leases with terms of 12 months or
· Retirement plan costs
Contributions to retirement plans (which are defined contribution plans) are
charged to general and administrative expenses in the accompanying statements of
operation as the related employee service is provided.
· Share-based compensation
The Company follows ASC 718, Compensation-Stock Compensation ("ASC 718"), which
requires the measurement and recognition of compensation expense for all
share-based payment awards, including restricted stock units, based on estimated
grant date fair values. Restricted stock units are valued using the market price
of the Company's common shares on the date of grant. The Company records
compensation expense, net of estimated forfeitures, over the requisite service
· Related parties
The Company follows the ASC 850-10, Related Party for the identification of
related parties and disclosure of related party transactions.
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Pursuant to section 850-10-20 the related parties include a) affiliates of the
Company; b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of section 825-10-15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension
and Income-sharing trusts that are managed by or under the trusteeship of
management; d) principal owners of the Company; e) management of the Company; f)
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g) other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
The consolidated financial statements shall include disclosures of material
related party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of business. However,
disclosure of transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required in those
statements. The disclosures shall include: a) the nature of the relationship(s)
involved; b) a description of the transactions, including transactions to which
no amounts or nominal amounts were ascribed, for each of the periods for which
income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements;
c) the dollar amounts of transactions for each of the periods for which income
statements are presented and the effects of any change in the method of
establishing the terms from that used in the preceding period; and d) amount due
from or to related parties as of the date of each balance sheet presented and,
if not otherwise apparent, the terms and manner of settlement.
· Commitments and contingencies
The Company follows the ASC 450-20, Commitments to report accounting for
contingencies. Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will
only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits
of any legal proceedings or un-asserted claims as well as the perceived merits
of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's consolidated financial
statements. If the assessment indicates that a potentially material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be
Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time that these
matters will have a material adverse effect on the Company's financial position,
results of operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company's business,
financial position, and results of operations or cash flows.
· Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification
("Paragraph 820-10-35-37") to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards
Codification establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, paragraph 820-10-35-37 of the FASB
Accounting Standards Codification establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest priority to
quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. The three (3) levels of fair
value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting
Standards Codification are described below:
Level 1 Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets
included in Level 1, which are either directly or
indirectly observable as of the reporting date.
Level 3 Pricing inputs that are generally observable inputs and
not corroborated by market data.
Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.
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The carrying amounts of the Company's financial assets and liabilities, such as
cash and cash equivalents, accounts receivable, deposits, prepayment and other
receivables, amount due from a director and operating lease right-of-use assets,
approximate their fair values because of the short maturity of these
· Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial
Accounting Standard Board ("FASB") or other standard setting bodies and adopted
by the Company as of the specified effective date. Unless otherwise discussed,
the Company believes that the impact of recently issued standards that are not
yet effective will not have a material impact on its financial position or
results of operations upon adoption.
Recently Adopted Accounting Standards
In June 2016, the FASB issued guidance that affects loans, trade receivables and
any other financial assets that have the contractual right to receive cash.
Under the new guidance, an entity is required to recognize expected credit
losses rather than incurred losses for financial assets. The new guidance is
effective for fiscal years beginning after December 15, 2019 and interim periods
within those fiscal years. The Company adopted the new guidance effective
January 1, 2020, with no material impact to the Company's consolidated financial
position, results of operations or cash flows.
In August 2018, the FASB issued guidance which modifies certain disclosure
requirements over fair value measurements. The guidance is effective for fiscal
years beginning after December 15, 2019, including all interim periods within
that fiscal year. The Company adopted the new guidance effective January 1,
2020. The Company does not currently classify any of its derivative contracts or
restoration plan assets as Level 3 assets or liabilities, nor did the Company
have any transfers amongst fair value levels during the year ended December 31,
2020. As a result, the guidance did not have an impact on Company's the fair
value measurement disclosures upon adoption.
In January 2017, the FASB issued guidance which eliminates the second step from
the traditional two-step goodwill impairment test. Under current guidance, an
entity performed the first step of the goodwill impairment test by comparing the
fair value of a reporting unit with its carrying amount; if an impairment loss
was indicated, the entity computed the implied fair value of goodwill to
determine whether an impairment loss existed, and if so, the amount to
recognize. Under the new guidance, an impairment loss is recognized for the
amount by which the carrying amount exceeds the reporting unit's fair value (the
Step 1 test), with no further testing required. Any impairment loss recognized
is limited to the amount of goodwill allocated to the reporting unit. The new
guidance is effective for public companies that are Securities and Exchange
Commission ("SEC") registrants for fiscal years beginning after December 15,
2019. The Company adopted the new guidance on January 1, 2020, and applied the
guidance prospectively to its goodwill impairment tests.
Accounting Standards Not Yet Adopted as of December 31, 2020
In December 2019, the FASB issued new guidance to simplify the accounting for
income taxes by removing certain exceptions to the general principles and also
simplification of areas such as franchise taxes, step-up in tax basis goodwill,
separate entity financial statements and interim recognition of enactment of tax
laws or rate changes. The new guidance is effective for fiscal years beginning
after December 15, 2020 and interim periods within those fiscal years, with
early adoption permitted. The Company is currently evaluating the impact of this
new guidance on its consolidated financial statements.
In March 2020, the FASB issued guidance to address certain accounting
consequences from the anticipated transition from the use of the London
Interbank Offered Rate ("LIBOR") and other interbank offered rates to
alternative reference rates. The new guidance contains practical expedients for
reference rate reform related activities that impact debt, leases, derivatives
and other contracts. The guidance is optional and may be elected over time as
reference rate reform activities occur. During the year ended December 31, 2020,
the Company elected to apply the hedge accounting expedients related to
probability and the assessments of effectiveness for future LIBOR-indexed cash
flows to assume that the index upon which future hedged transactions will be
based on matches the index of the corresponding derivatives. Application of
these expedients preserves the presentation of derivatives consistent with past
presentation. The Company continues to evaluate the impact of the guidance and
may apply other elections as applicable as additional changes in the market
The Company believes that other recent accounting pronouncement will not have a
material effect on the Company's consolidated financial position, results of
operations and cash flows.
None through date of this filing.
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