7.03 Joint venture note gives The Joint venture 1 lodging property [n] rooms; Item 1, the MD&A rooms table and last year's note give [n]
Company A · a US-listed consumer leisure company · Drafting slip
In brief
Note 11 describes the Joint venture 1 joint venture lodging property as a [n] unit lodging property. Item 1 calls it the [n]-room lodging property, the prior-year note said [n], and the MD&A rooms table counts [n] rooms under joint-venture management contracts, which is the [n]-room Joint venture 2 plus a [n]-room Joint venture 1. The [n] in Note 11 appears to repeat the Joint venture 2 room count.
The evidence, as filed
Screenshot withheld to protect the company’s identity. Even with names, figures and dates boxed out, the wording on these pages could be searched back to the filer. Pages relied on: Form 10-K 2024 (prior year), page 80; Form 10-K 2025, page 37; Form 10-K 2025, page 8; Form 10-K 2025, page 81.
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
Note 11: Joint venture 1 is 'a [n] unit' Lodging property; Item 1: 'The [n]-room lodging property'; MD&A: [n] joint-venture rooms; prior-year note: [n]. | Note 11 should read 'a [n] unit full-service lodging property', consistent with Item 1, the MD&A and the prior-year note. |
Why it matters
An inconsistent property fact inside the audited notes; no amount is affected.
Exposure
Drafting slip only.
Our workings
the current note gives Joint venture 1 [n] rooms and gives the Joint venture 2 lodging property [n] rooms in the same note.
Item 1 and the prior-year note give Joint venture 1 [n] rooms, and the MD&A rooms table shows [n] rooms under management contracts with joint ventures in fiscal 2025 and fiscal 2024 against [n] in fiscal 2023, before Joint venture 1 was acquired.
[n] is the [n] Joint venture 2 rooms plus [n] Joint venture 1 rooms, so the [n] for Joint venture 1 in the note is a copy slip from the Joint venture 2 sentence.
Management’s best defense, and our reply
Room counts change with renovations and the note may have been updated for a reconfiguration of the lodging property. That would not explain why Item 1 of the same report still says [n] and the MD&A rooms table still totals [n]. However, if the room count really changed, Item 1 and the MD&A table are wrong instead, and one of the three places still needs correcting.
The fix
- Change '[n] unit' to '[n] unit' in Note 11.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Note 11 gives the Joint venture 1 lodging property [n] rooms | Document | Form 10-K 2025, page 81 |
| 2 | The same note gives the Joint venture 2 lodging property [n] rooms | Document | Form 10-K 2025, page 81 |
| 3 | Item 1 gives The Joint venture 1 lodging property [n] rooms | Document | Form 10-K 2025, page 8 |
| 4 | MD&A rooms table: [n] joint-venture rooms in fiscal 2025 and 2024, [n] (Joint venture 2 only) in fiscal 2023 | Document | Form 10-K 2025, page 37 |
| 5 | The prior-year note gave Joint venture 1 [n] rooms | Document | Form 10-K 2024 (prior year), page 80 |
Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.
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