CompUSA 2015 Annual Report Download - page 18
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TheCompany'sAuditCommittee,withtheassistanceofindependentoutsidecounsel,hasbeencooperatingwitharequestbytheUSAOthatitassist
theUSAO’sinvestigationintoallegationsarisingfromtheFiorentinoinvestigationregardingpossibleexecutiveofficerconflictsofinterestandinternal
controls and books and records violations. The Company’s Audit Committee, along with the Audit Committee’s independent outside counsel,
conductedaninvestigationoftheallegationsanditscounselpresentedtheAuditCommittee’sfindingstotheUSAOinJuly2015.TheCompanyhas
been advised that the Audit Committee investigation has found no evidence of executive officer conflicts of interest, and no material evidence of
internalcontrolsviolationsorbooksandrecordsviolations.TheAuditCommitteeconsidersitsinvestigationtobeclosedatthistimeandtheCompany
hasbeenadvisedtherehasbeennofurthercontactfromtheUSAO.Notwithstanding,itisnotpossibleatthistimetopredictiforwhentheUSAOwill
concludeitsinvestigation;whatsubject(s)willbeinvestigated;whatactions,ifany,maybetakenbythegovernmentasaresultofitsinvestigation;or
whetheranyofthesematterswillhaveamaterialadverseimpactontheCompany.
·Our profitability can be adversely affected by changes in our income tax exposure due to changes in tax rates or laws, changes in our effective tax rate
due to changes in the mix of earnings among different countries, restrictions on utilization of tax benefits and changes in valuation of our deferred tax
assets and liabilities.
Changes in our incometax expense due to changes inthe mix of U.S. andnon-U.S. revenues and profitability, changes intax rates or exposure to
additionalincometaxliabilitiescouldaffectourprofitability.WearesubjecttoincometaxesintheUnitedStatesandvariousforeignjurisdictions.
Oureffectivetaxratehasbeeninthepastandcouldbeinthefutureadverselyaffectedbychangesinthemixofearningsincountrieswithdiffering
statutorytaxrates,restrictionsonutilizationoftaxbenefits,changesinthevaluationofdeferredtaxassetsandliabilities,changesintaxlawsorby
material audit assessments. The carrying value of our deferred tax assets is dependent on our ability to generate future taxable income in those
jurisdictions.Inaddition,theamountofincometaxeswepayissubjecttoauditinourvariousjurisdictionsandamaterialassessmentbyataxauthority
couldaffectourprofitability.
·Changes in accounting standards or practices, as well as new accounting pronouncements or interpretations, may require us to account for and report
our financial results in a different manner in the future, which may be less favorable than the manner used historically.
Achangeinaccountingstandardsorpracticescanhaveasignificanteffectonourreportedresultsofoperations.Newaccountingpronouncementsand
interpretationsofexistingaccountingrulesandpracticeshaveoccurredandmayoccurinthefuture.Changestoexistingrulesmayadverselyaffectour
reportedfinancialresults.
·Concentration of Ownership and Control Limits Stockholders Ability to Influence Corporate Actions
RichardLeeds,RobertLeeds,andBruceLeeds(eacharebrothersanddirectorsandexecutiveofficersoftheCompany),togetherwithtrustsforthe
benefitofcertainmembersoftheirrespectivefamiliesandotherentitiescontrolledbythem,controlapproximately68.6%ofthevotingpowerofour
outstanding common stock. Due to such holdings, the Leeds brothers together with these trusts and entities are able to determine the outcome of
virtually all matters submitted to stockholders for approval, including the election of directors, the appointment of management, amendment ofour
articlesofincorporation,significantcorporatetransactions(suchasamergerorothersaleofourcompanyorourassets),thepaymentsofdividendson
our common stock and the entering into of extraordinary transactions. Further, a s a "controlled company" under NYSE rules, the Company has
elected to opt-out of certain New York Stock Exchange listing standards that, among other things, require listed companies to have a majority of
independent directors on their board; the Company does however currently have an independent Audit, Compensation Committee and Corporate
GovernanceandNominatingCommittees.
·Risk of Thin Trading and Volatility of our Common Stock Could Impact Stockholder Value
OurcommonstockiscurrentlylistedontheNYSEandisthinlytraded.Volatilityofthinlytradedstocksistypicallyhigherthanthevolatilityofmore
liquid stocks with higher trading volumes. The trading of relatively small quantities of shares of common stock by our stockholders may
disproportionatelyinfluencethepriceofthosesharesineitherdirection.Thismayresultinvolatilityinourstockpriceandcouldexacerbatetheother
volatility-inducingfactorsdescribedbelow.Themarketpriceofourcommonstockcouldbesubjecttosignificantfluctuationsasaresultofbeingthinly
traded.
Item 1B. Unresolved Staff Comments.
None.
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