Sphere 3D Corp (ANY)

[ChairmanoftheBored]

As stated on the CC, S3D was notified that the disclosure of goals or guidance to the public may constitute Forward Looking Information under applicable Canadian securities laws. Under such rules S3D would be required to describe in detail the material factors and assumptions supporting such FLI. S3D believes in this case providing such additional details would include commercially sensitive information about products and services. This competitively sensitive information relating to S3D and potentially to it's partners could cause material harm if made available. In addition this type of disclosure could be in violation of current Non-Disclosure Agreements with partners and or customers.

This is made clear per Ontario Securities Commission SN 51-721.
Clear identification of FLI, detailed disclosure of entity-specific material factors and assumptions, updating FLI, and providing comparisons is important, required information for reporting issuers.

Example #2a – Boilerplate disclosure (incorrect FLI)
In fiscal 2013, the Company anticipates meeting the following target:
Total sales to increase by 5.0% to 6.0%

Example #2a – Entity-specific disclosure (correct)
The following represents forward-looking information and users are cautioned that actual results may vary. In fiscal 2013, the Company expects total sales to increase by 5.0% to 6.0%. This expectation is based on samestore sales growth of between 3.0% and 4.0% and the introduction of new brands to our city centre stores. It is expected that new brands will contribute to the increase in sales and will be offset by increased competition from U.S. retailers. Key performance indicator for the Company includes retail sales per square foot; this target assumes an average sale per square foot of $45. An increase of 25 basis points in interest rates may cause the sales target to decrease by 1-2%.

As well as National Instrument 52-110 Audit Committees requires that an audit committee review an issuer’s financial statements, MD&A, and interim and annual profit or loss press releases before a reporting issuer publicly discloses this information. This includes FLI included in the MD&A or in a press release.

Also, the argument of not breaking out revenue is ridiculous. This was and is common practice in the cloud space. Microsoft still won't say how much of growth is due to Azure. MS Commercial cloud ARR (the division that covers cloud services sold to businesses, which includes Office 365, Azure and Dynamics) is at $8 billion, up from $6.3 billion last quarter, and $5.5 billion the quarter before.