Accounting Principles – Tomasz Pietak http://www.tomaszpietak.com/ Fri, 10 Sep 2021 18:45:00 +0000 en-US hourly 1 https://wordpress.org/?v=5.8 https://www.tomaszpietak.com/wp-content/uploads/2021/08/Tomasz-Pietak-icon-150x150.jpg Accounting Principles – Tomasz Pietak http://www.tomaszpietak.com/ 32 32 Levi & Korsinsky, LLP Reminds Investors of Class Actions on Behalf of Shareholders https://www.tomaszpietak.com/levi-korsinsky-llp-reminds-investors-of-class-actions-on-behalf-of-shareholders/ https://www.tomaszpietak.com/levi-korsinsky-llp-reminds-investors-of-class-actions-on-behalf-of-shareholders/#respond Fri, 10 Sep 2021 18:45:00 +0000 https://www.tomaszpietak.com/levi-korsinsky-llp-reminds-investors-of-class-actions-on-behalf-of-shareholders/ NEW YORK, NY / ACCESSWIRE / September 10, 2021 / Levi & Korsinsky, LLP announces that class actions have been filed on behalf of shareholders of the following publicly traded companies. Shareholders interested in serving as principal plaintiff have until the time limits indicated to apply to court. Further details on the cases can be […]]]>

NEW YORK, NY / ACCESSWIRE / September 10, 2021 / Levi & Korsinsky, LLP announces that class actions have been filed on behalf of shareholders of the following publicly traded companies. Shareholders interested in serving as principal plaintiff have until the time limits indicated to apply to court. Further details on the cases can be found at the links provided. There is no cost or obligation for you.

Shareholders live, click here: https://www.zlk.com/pslra-1/live-ventures-incorporated-loss-submission-form?prid=19492&wire=1
ATIP Shareholders, click here: https://www.zlk.com/pslra-1/ati-physical-therapy-inc-fka-fortress-value-acquisition-corp-ii-loss-submission-form?prid=19492&wire=1
SPPI shareholders Click here: https://www.zlk.com/pslra-1/spectrum-pharmaceuticals-inc-loss-submission-form?prid=19492&wire=1

* ADDITIONAL INFORMATION BELOW *

Live Ventures Incorporated (NASDAQ: LIVE)

LIVE Lawsuit on behalf of: investors who bought from December 28, 2016 to August 3, 2021
Lead Applicant Deadline : October 12, 2021
TO LEARN MORE, VISIT: https://www.zlk.com/pslra-1/live-ventures-incorporated-loss-submission-form?prid=19492&wire=1

According to the complaint filed, during the Class Period, Live Ventures Incorporated made materially false and / or misleading statements and / or failed to disclose that: 1) Live’s earnings per share for fiscal 2016 n was actually only $ 6.33 per share; (2) the Company used an artificially low number of shares to increase earnings per share by 40%; (3) Live had overstated pre-tax earnings for fiscal 2016 by 20% by including $ 915,500 of “other income” related to certain changes that were not negotiated until after the end of the fiscal year; (4) The acquisition of ApplianceSmart by Live was not finalized during the first quarter of 2017; (5) the use of December 30, 2017 as the “acquisition date” and the recognition of its income did not comply with generally accepted accounting principles; (6) By falsely stating that the acquisition was completed during the quarter, Live recognized a windfall purchase gain, which allowed the Company to report positive net income in what would otherwise have been a unprofitable quarter; (7) between fiscal 2016 and fiscal 2018, the CEO of Live received approximately 94% more in compensation than was disclosed to investors; and (8) as a result of the foregoing, the Defendants’ positive statements regarding the business, operations and prospects of the Company were substantially misleading and / or lacked reasonable basis.

ATI Physical Therapy, Inc. f / k / a Fortress Value Acquisition Corp. II (NYSE: ATIP)

This lawsuit is on behalf of investors who: (a) bought or otherwise acquired securities of ATI between April 1, 2021 and July 23, 2021 inclusive and / or (b) held class A ordinary shares of FVAC as of May 24, 2021 and were eligible to vote at FVAC’s special meeting on June 15, 2021.
Lead Applicant Deadline : October 15, 2021
TO LEARN MORE, VISIT: https://www.zlk.com/pslra-1/ati-physical-therapy-inc-fka-fortress-value-acquisition-corp-ii-loss-submission-form?prid=19492&wire = 1

According to the complaint filed, (1) ATI was experiencing attrition among its physiotherapists; (2) ATI faces increasing competition for clinicians in the workforce; (3) due to the above, the Company had difficulty retaining therapists and incurred increased labor costs; (4) due to the labor shortage, the Company would open fewer new clinics; and (5) as a result of the foregoing, the Defendants’ positive statements regarding the business, operations and prospects of the Company were substantially misleading and / or lacked reasonable basis.

Spectrum Pharmaceuticals, Inc. (NASDAQ: SPPI)

SPPI action on behalf of: investors who bought from December 27, 2018 to August 5, 2021
Lead Applicant Deadline : November 1, 2021
TO LEARN MORE, VISIT: https://www.zlk.com/pslra-1/spectrum-pharmaceuticals-inc-loss-submission-form?prid=19492&wire=1

According to the complaint filed, during the Class Period, Spectrum Pharmaceuticals, Inc. made materially false and / or misleading statements and / or failed to disclose that: (i) the ROLONTIS manufacturing facility , an experimental analogue of granulocyte colony stimulating factor, maintained deficient controls and / or procedures; (ii) the aforementioned shortcomings reduced the likelihood that the Food and Drug Administration would approve ROLONTIS (“BLA”) Biologics License Application in its current form; (iii) Spectrum had therefore greatly overestimated the prospects for approval of ROLONTIS BLA; and (iv) accordingly, the Company’s public statements were materially false and misleading at all material times.

You have until the lead applicant’s deadline to ask the court to appoint you as the lead applicant. Your ability to participate in any recovery does not require you to serve as the principal applicant.

Levi & Korsinsky is a nationally recognized firm with offices in New York, California, Connecticut and Washington DC. Lawyer advertising. Past results do not guarantee similar results.

CONTACT:
Levi & Korsinsky, LLP
Joseph E. Levi, Esq.
Edouard Korsinsky, Esq.
55 Broadway, 10th floor
New York, New York 10006
jlevi@levikorsinsky.com
Phone. : (212) 363-7500
Fax: (212) 363-7171
www.zlk.com

THE SOURCE: Levi & Korsinsky, LLP

See the source version on accesswire.com:
https://www.accesswire.com/663594/CLASS-ACTION-UPDATE-for-LIVE-ATIP-and-SPPI-Levi-Korsinsky-LLP-Reminds-Investors-of-Class-Actions-on-Behalf-of- Shareholders


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3 of the biggest problems CFOs face when it comes to financial reporting https://www.tomaszpietak.com/3-of-the-biggest-problems-cfos-face-when-it-comes-to-financial-reporting/ https://www.tomaszpietak.com/3-of-the-biggest-problems-cfos-face-when-it-comes-to-financial-reporting/#respond Tue, 07 Sep 2021 19:05:56 +0000 https://www.tomaszpietak.com/3-of-the-biggest-problems-cfos-face-when-it-comes-to-financial-reporting/ Among the many positions that keep a business running smoothly, few are more important than that of CFO. Regardless of industry or company size, managing a company’s financial and reporting tasks is what ensures a successful future. Of course, anyone who has actually worked in this field knows that financial reporting is fraught with challenges. […]]]>

Among the many positions that keep a business running smoothly, few are more important than that of CFO. Regardless of industry or company size, managing a company’s financial and reporting tasks is what ensures a successful future.

Of course, anyone who has actually worked in this field knows that financial reporting is fraught with challenges. Finding ways to overcome these common obstacles is essential to improving the quality of your work and ensuring the stability of the business as a whole.

1. Data from multiple platforms

While technology has dramatically streamlined financial reporting in many ways, the sheer amount of data now available – and the number of platforms used to obtain that data – present new challenges for CFOs.

For example, in a global survey by Workday of 400 CFOs, 32% of respondents cited data collection as the biggest challenge they faced in reporting. Perhaps even more surprisingly, in another report (also from Workday), 47 percent of CFOs said they manually aggregate their data, although an increasing percentage drew information from three to five sources.

Potential sources of financial data include the company’s website, CRM platforms, ERM software, and other tools that track transactions and interactions with customers. Unfortunately for CFOs, many of these platforms also track a wide range of non-financial information. While this information can prove invaluable in other areas (such as helping to identify bottlenecks in the sales process), it further complicates the CFO’s job.

Obviously, entering this information manually can take a long time. Tools like DataRails dramatically simplify data collection by integrating with CRM platforms and pre-existing general ledger systems to automatically collect information in a single report that analysts and executives can access in the familiar environment. ‘an Excel spreadsheet. This can greatly reduce manual labor, leaving more time for high-level tasks. It also reduces the risk of human error.

2. Keep abreast of regulatory changes

Regulatory changes are a constant concern for CFOs, especially when it comes to maintaining compliance with government reports, United States Generally Accepted Accounting Principles (US GAAP), and International Financial Reporting Standards. The more a business operates, the more a CFO will need to monitor and know about regulatory standards.

As part of this, CFOs need to ensure that the rest of the business understands the changes in reporting standards and what they mean for the business as a whole. For local and consolidated reporting, the CFO should take the initiative to educate the organization and secure buy-in, while preparing the business with the right technological tools.

As Thorsten Hein explains for FEI, CFOs need to fully embrace AI and analytics to improve compliance across the enterprise. In this context, he suggests, “Integrate teams and reports. The larger the company, the more heterogeneous the IT landscape, the greater the data issues. Integrating actuarial, financial and IT departments is essential to centralize reporting, eliminate data and interpretation issues, and provide a consistent and holistic view across the organization.

CFOs also need to take the lead in improving their organization’s data skills while aligning and standardizing processes, including the use of automation tools where appropriate. A proactive approach helps the business stay compliant, even as standards change to reflect new technologies and new economic realities.

3. Turn reports into action

A spreadsheet filled with financial data tells a story, but quite often it can be difficult to figure out exactly what that story is. Even more difficult for CFOs is communicating vital financial information in a way that will prompt them to make meaningful decisions. Accurate financial data provides valuable information about the health of the business as a whole.

As Deniz Caglar, Matt Mani and Josh Peters write for Strategy + business, “You [the CFO] help the business turn down many activities so that the most important ones can thrive. The deciding factor is strategic value. Economies of scale and the weight of the market are no longer the formidable barriers to entry they once were. Resource allocation must now prioritize a company’s most distinctive capabilities, those differentiating things it does particularly well that allow it to outperform its competitors over time.

Unfortunately, turning data into action isn’t always that easy. A McKinsey report found that while four in ten CFOs saw strategic leadership as their greatest value, non-financial leadership still mostly associated CFOs with “traditional finance activities”.

To drive performance and decision making, CFOs need to present financial data in a clear and actionable way. This could include changes as simple as visual dashboards that communicate information better to the implementation of predictive budgeting tools that can forecast results and performance based on certain actions. Such tools are essential to ensure that financial information is not overlooked by other members of the C-suite.

Improve financial reporting, improve the business

Optimizing your financial reporting capabilities ultimately reduces the risk of errors, improves the way you use your time, and makes it easier to get meaningful information from your data. By adopting the right financial reporting tools and updating your processes, you can gain efficiency and transparency.

By helping the whole organization to better understand your company’s financial situation, you can ensure greater stability in the years to come.


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Ollie Bargain Outlet: BARGAIN OUTLET HOLDINGS, INC. Management’s Discussion and Analysis of Financial Position and Operating Results (Form 10-Q) https://www.tomaszpietak.com/ollie-bargain-outlet-bargain-outlet-holdings-inc-managements-discussion-and-analysis-of-financial-position-and-operating-results-form-10-q/ https://www.tomaszpietak.com/ollie-bargain-outlet-bargain-outlet-holdings-inc-managements-discussion-and-analysis-of-financial-position-and-operating-results-form-10-q/#respond Tue, 31 Aug 2021 21:12:14 +0000 https://www.tomaszpietak.com/ollie-bargain-outlet-bargain-outlet-holdings-inc-managements-discussion-and-analysis-of-financial-position-and-operating-results-form-10-q/ The following discussion and analysis of the financial condition and results of our operations should be read together with the financial statements and related notes of Ollie's Bargain Outlet Holdings, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and the related notes included in our […]]]>
The following discussion and analysis of the financial condition and results of
our operations should be read together with the financial statements and related
notes of Ollie's Bargain Outlet Holdings, Inc. included in Item 1 of this
Quarterly Report on Form 10-Q and with our audited financial statements and the
related notes included in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, or SEC, on March 24, 2021 ("Annual Report").
As used in this Quarterly Report on Form 10-Q, except where the context
otherwise requires or where otherwise indicated, the terms "Ollie's," the
"Company," "we," "our" and "us" refer to Ollie's Bargain Outlet Holdings, Inc.
and subsidiaries.

We operate on a fiscal calendar widely used by the retail industry that results
in a fiscal year consisting of a 52- or 53-week period ending on the Saturday
nearer to January 31 of the following year. References to "2021" refer to the
52-week period of January 31, 2021 to January 29, 2022.  References to "2020"
refer to the 52-week period of February 2, 2020 to January 30, 2021.  References
to the "second quarter of fiscal 2021" and the "second quarter of fiscal 2020"
refer to the thirteen weeks of May 2, 2021 to July 31, 2021 and May 3, 2020 to
August 1, 2020, respectively.  Year-to-date periods ended July 31, 2021 and
August 1, 2020 refer to the twenty-six weeks of January 31, 2021 to July 31,
2021 and February 2, 2020 to August 1, 2020, respectively.  Historical results
are not necessarily indicative of the results to be expected for any future
period and results for any interim period may not necessarily be indicative of
the results that may be expected for a full year.

Caution Regarding Forward-Looking Statements


This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as "could," "may,"
"might," "will," "likely," "anticipates," "intends," "plans," "seeks,"
"believes," "estimates," "expects," "continues," "projects" and similar
references to future periods, prospects, financial performance and industry
outlook. Forward-looking statements are based on our current expectations and
assumptions regarding our business, the economy and other future conditions.
Because forward-looking statements relate to the future, by their nature, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, our actual results may differ materially
from those contemplated by the forward-looking statements. Important factors
that could cause actual results to differ materially from those in the
forward-looking statements include regional, national or global political,
economic, business, competitive, market and regulatory conditions, including,
but not limited to, legislation, national trade policy, and the following: our
failure to adequately procure and manage our inventory or anticipate consumer
demand; changes in consumer confidence and spending; risks associated with our
status as a "brick and mortar" only retailer; risks associated with intense
competition; our failure to open new profitable stores, or successfully enter
new markets, on a timely basis or at all; the risks associated with doing
business with international manufacturers and suppliers including, but not
limited to, transportation and shipping challenges, and potential increases in
tariffs on imported goods; outbreak of viruses or widespread illness, including
the continued impact of COVID-19 and continuing or renewed regulatory responses
thereto; our inability to operate our stores due to civil unrest and related
protests or disturbances; our failure to properly hire and to retain key
personnel and other qualified personnel; our inability to obtain favorable lease
terms for our properties; the failure to timely acquire, develop and open, the
loss of, or disruption or interruption in the operations of, our centralized
distribution centers; fluctuations in comparable store sales and results of
operations, including on a quarterly basis; risks associated with our lack of
operations in the growing online retail marketplace; risks associated with
litigation, the expense of defense, and potential for adverse outcomes; our
inability to successfully develop or implement our marketing, advertising and
promotional efforts; the seasonal nature of our business; risks associated with
the timely and effective deployment, protection, and defense of computer
networks and other electronic systems, including e-mail; changes in government
regulations, procedures and requirements; risks associated with natural
disasters, whether or not caused by climate change; and our ability to service
indebtedness and to comply with our financial covenants together with each of
the other factors set forth under "Item 1A - Risk Factors" contained herein and
in our filings with the SEC, including our Annual Report. Any forward-looking
statement made by us in this Quarterly Report on Form 10-Q speaks only as of the
date on which such statement is made. Factors or events that could cause our
actual results to differ may emerge from time to time, and it is not possible
for us to predict all of them. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by law.  You are
advised, however, to consult any further disclosures we make on related subjects
in our public announcements and SEC filings.

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Overview


Ollie's is a highly differentiated and fast-growing, extreme value retailer of
brand name merchandise at drastically reduced prices.  Known for our assortment
of products offered as "Good Stuff Cheap," we offer customers a broad selection
of brand name products, including housewares, food, books and stationery, bed
and bath, flooring, toys and hardware.  Our differentiated go-to market strategy
is characterized by a unique, fun and engaging treasure hunt shopping
experience, compelling customer value proposition and witty, humorous in-store
signage and advertising campaigns.

COVID-19 Update


The COVID-19 pandemic has significantly impacted the U.S. and global economies,
resulting in business slowdowns or shutdowns, reduced economic activity, changes
in consumer behavior, and changes in the mindset and availability of the labor
force.  We continue to monitor the impact of the pandemic on our business,
including on our associates, customers, business partners and supply chain.

We continue to take measures to protect the health and safety of our associates
and customers, a primary concern of our management team.  We have also taken
measures to support the communities that we serve to address the challenges
posed by the pandemic.

After the onset of the pandemic, our net sales benefited from increased consumer spending associated with federal stimulus funds for said pandemic.

TO

this time, there is uncertainty with regard to the continuation of these
stimulus measures and, as a result, there may be potential changes in consumer
spending behavior or demand.  In addition, we are experiencing labor pressures
at both our stores and distribution centers, and we are experiencing supply
chain disruptions due to COVID-19 and related measures.  We are increasing our
hiring efforts in certain impacted markets and working closely with our
suppliers and transportation partners to mitigate the impact of the supply chain
challenges.  The potential significance and duration of these elevated costs is
uncertain, and we will continue to assess and respond to current and evolving
conditions.

As we continue to monitor the COVID-19 pandemic and potentially take actions
based on the requirements and recommendations of federal, state and local
authorities, we intend to focus on managing the business for future, long-term
growth.  In certain circumstances, there may be developments outside our
control, including resurgences of COVID-19 and, in particular, new and more
contagious or vaccine resistant variants, requiring us to refine our
operations.  As such, given the evolving nature of the pandemic, we cannot
reasonably estimate its impact on our financial condition, results of operations
or cash flows in the future.  Refer to Part I, Item 1A. Risk Factors of our 2020
Form 10-K for a full discussion of the risks associated with the COVID-19
pandemic.

Our growth strategy

Since Ollie’s founding in 1982, we have grown organically by filling existing markets and leveraging our brand awareness, marketing and infrastructure to expand into new markets in the contiguous states. We expanded to 409 stores located in 28 states as of July 31, 2021.


Our stores are supported by three distribution centers, one each in York, PA,
Commerce, GA and Lancaster, TX. We believe our distribution capabilities can
support a range of 500 to 600 stores over the next several years.

We have invested in our associates, infrastructure, distribution network and
information systems to allow us to continue to rapidly grow our store footprint,
including:

• develop our merchant purchasing team to increase our access to the brand name / closing

   merchandise;



• add members to our management team;

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• extend the capacity of our distribution centers to their current level of 2.2 million

   square feet; and



• invest in information technology, accounting and warehouse management

   systems.



Our business model has produced consistent and predictable store growth over the
past several years, during both strong and weaker economic cycles.  We plan to
continue to enhance our competitive positioning and drive growth in sales and
profitability by executing on the following strategies:

• increase our store base;

• increase our bargain offers; and

• Leverage and develop Ollie’s Army, our customer loyalty program.




We have a proven portable, flexible and highly profitable store model that has
produced consistent financial results and returns.  Our new store model targets
a store size between 25,000 to 35,000 square feet and an average initial cash
investment of approximately $1.0 million, which includes store fixtures and
equipment, store-level and distribution center inventory (net of payables) and
pre-opening expenses.  We target new store sales of approximately $4 million in
their first full year of operations.

While we are focused on driving comparable store sales and managing our
expenses, our revenue and profitability growth will primarily come from opening
new stores.  The core elements of our business model are procuring great deals,
offering extreme values to our customers and creating consistent, predictable
store growth and margins.  In addition, our new stores generally open strong,
immediately contributing to the growth in net sales and profitability of our
business.  We plan to achieve continued net sales growth, including comparable
stores sales, by adding stores to our store base and by continuing to provide
quality merchandise at a value for our customers as we scale and gain more
access to purchase directly from major manufacturers.  We also plan to leverage
and expand our Ollie's Army database marketing strategies.  In addition, we plan
to continue to manage our selling, general and administrative expenses ("SG&A")
by continuing to make process improvements and by maintaining our standard
policy of reviewing our operating costs.

Our ability to grow and our results of operations may be impacted by additional
factors and uncertainties, such as consumer spending habits, which are subject
to macroeconomic conditions and changes in discretionary income.  Our customers'
discretionary income is primarily impacted by gas prices, wages and consumer
trends and preferences, which fluctuate depending on the environment. The
potential consolidation of our competitors or other changes in our competitive
landscape could also impact our results of operations or our ability to grow,
even though we compete with a broad range of retailers.

Our key competitive advantage is our direct buying relationships with many major
manufacturers, wholesalers, distributors, brokers and retailers for our brand
name and closeout products and unbranded goods.  We also augment our product mix
with private label brands.  As we continue to grow, we believe our increased
scale will provide us with even greater access to brand name and closeout
products as major manufacturers seek a single buyer to acquire an entire deal.

How we evaluate the performance of our activities and our main articles

We take into account various financial and operational measures to assess the performance of our business. The main metrics we use are number of new stores, net sales, comparable store sales, gross margin and gross margin, selling and administrative expenses, pre-opening costs, profit and loss. operating, EBITDA and Adjusted EBITDA.

Number of new stores


The number of new stores reflects the number of stores opened during a
particular reporting period.  Before we open new stores, we incur pre-opening
expenses described below under "Pre-Opening Expenses" and we make an initial
investment in inventory.  We also make initial capital investments in fixtures
and equipment, which we amortize over time.

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We expect new store growth to be the primary driver of our sales growth.  Our
initial lease terms are approximately seven years with options to renew for
three to five successive five-year periods.  Our portable and predictable real
estate model focuses on backfilling existing markets and entering new markets in
contiguous states.  Our new stores often open with higher sales levels as a
result of greater advertising and promotional spend in connection with grand
opening events, but decline shortly thereafter to our new store model levels.

Net sales


Ollie's recognizes retail sales in its stores when merchandise is sold and the
customer takes possession of the merchandise.  Also included in net sales is
revenue allocated to certain redeemed discounts earned via the Ollie's Army
loyalty program and gift card breakage.  Net sales are presented net of returns
and sales tax.  Net sales consist of sales from comparable stores and
non-comparable stores, described below under "Comparable Store Sales."  Growth
of our net sales is primarily driven by expansion of our store base in existing
and new markets.  As we continue to grow, we believe we will have greater access
to brand name and closeout merchandise and an increased deal selection,
resulting in more potential offerings for our customers.  Net sales are impacted
by product mix, merchandise mix and availability, as well as promotional
activities and the spending habits of our customers. Our broad selection of
offerings across diverse product categories supports growth in net sales by
attracting new customers, which results in higher spending levels and frequency
of shopping visits from our customers, including Ollie's Army members.

The spending habits of our customers are subject to macroeconomic conditions and
changes in discretionary income.  Our customers' discretionary income is
primarily impacted by gas prices, wages, and consumer trends and preferences,
which fluctuate depending on the environment.  However, because we offer a broad
selection of merchandise at extreme values, we believe we are less impacted than
other retailers by economic cycles that correspond with declines in general
consumer spending habits.  We believe we also benefit from periods of increased
consumer spending.

Comparable Store Sales

Comparable store sales measure performance of a store during the current
reporting period against the performance of the same store in the corresponding
period of the previous year.  Comparable store sales consist of net sales from
our stores beginning on the first day of the sixteenth full fiscal month
following the store's opening, which is when we believe comparability is
achieved.  Comparable store sales are impacted by the same factors that impact
net sales.

We define comparable stores as stores that:

• have been redeveloped while remaining open;

• are closed for five days or less in a fiscal month;

• are temporarily closed and relocated to their respective catchment areas; and

• have increased, but are not significantly different in size, within their

   current locations.



Non-comparable store sales consist of new store sales and sales for stores not
open for a full 15 months.  Stores which are closed temporarily, but for more
than five days in any fiscal month, are included in non-comparable store sales
beginning in the fiscal month in which the temporary closure begins until the
first full month of operation once the store re-opens, at which time they are
included in comparable store sales.

Opening new stores is the primary component of our growth strategy and as we
continue to execute on our growth strategy, we expect a significant portion of
our sales growth will be attributable to non-comparable store sales.
Accordingly, comparable store sales are only one measure we use to assess the
success of our growth strategy.

Gross profit and gross margin


Gross profit is equal to our net sales less our cost of sales.  Cost of sales
includes merchandise costs, inventory markdowns, shrinkage and transportation,
distribution and warehousing costs, including depreciation. Gross margin is
gross profit as a percentage of our net sales. Gross margin is a measure used by
management to indicate whether we are selling merchandise at an appropriate
gross profit.

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In addition, our gross margin is affected by product line, as some products generally offer higher gross margins, by our product line and availability, and by the cost of our merchandise, which may vary.


Our gross profit is variable in nature and generally follows changes in net
sales.  We regularly analyze the components of gross profit, as well as gross
margin.  Specifically, our product margin and merchandise mix is reviewed by our
merchant team and senior management, ensuring strict adherence to internal
margin goals.  Our disciplined buying approach has produced consistent gross
margins and we believe helps to mitigate adverse impacts on gross profit and
results of operation.

The components of our cost of sales may not be comparable to the components of
cost of sales or similar measures of our competitors and other retailers.  As a
result, our gross profit and gross margin may not be comparable to similar data
made available by our competitors and other retailers.

Selling, general and administrative expenses


SG&A are comprised of payroll and benefits for store, field support and support
center associates.  SG&A also include marketing and advertising expense,
occupancy costs for stores and the store support center, insurance, corporate
infrastructure and other general expenses. The components of our SG&A remain
relatively consistent per store and for each new store opening. The components
of our SG&A may not be comparable to the components of similar measures of other
retailers.  Consolidated SG&A generally increase as we grow our store base and
as our net sales increase. A significant portion of our expenses is primarily
fixed in nature, and we expect to continue to maintain strict discipline while
carefully monitoring SG&A as a percentage of net sales.  We expect that our SG&A
will continue to increase in future periods with future growth.

Depreciation charges


Property and equipment are stated at original cost less accumulated depreciation
and amortization. Depreciation and amortization expenses are calculated over the
estimated useful lives of the related assets, or in the case of leasehold
improvements, the lesser of the useful lives or the remaining term of the lease.
Expenditures for additions, renewals, and betterments are capitalized;
expenditures for maintenance and repairs are charged to expense as incurred.
Depreciation and amortization are computed on the straight-line method for
financial reporting purposes. Depreciation as it relates to our distribution
centers is included within cost of sales on the condensed consolidated
statements of income.

Pre-opening fees


Pre-opening expenses consist of expenses of opening new stores and distribution
centers, as well as store closing costs.  For opening new stores, pre-opening
expenses include grand opening advertising costs, payroll expenses, travel
expenses, employee training costs, rent expenses and store setup costs.
Pre-opening expenses for new stores are expensed as they are incurred, which is
typically within 30 to 45 days of opening a new store. For opening distribution
centers, pre-opening expenses primarily include inventory transportation costs,
employee travel expenses and occupancy costs.  Store closing costs primarily
consist of insurance deductibles, rent and store payroll.

Operating result


Operating income is gross profit less SG&A, depreciation and amortization and
pre-opening expenses.  Operating income excludes net interest income or expense
and income tax expense or benefit.  We use operating income as an indicator of
the productivity of our business and our ability to manage expenses.

                                       18

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Index

EBITDA and adjusted EBITDA


EBITDA and Adjusted EBITDA are key metrics used by management and our Board to
assess our financial performance.  EBITDA and Adjusted EBITDA are also
frequently used by analysts, investors and other interested parties to evaluate
companies in our industry.  We use Adjusted EBITDA to supplement U.S. generally
accepted accounting principles ("GAAP") measures of performance to evaluate the
effectiveness of our business strategies, to make budgeting decisions, to
evaluate our performance in connection with compensation decisions and to
compare our performance against that of other peer companies using similar
measures.  Management believes it is useful to investors and analysts to
evaluate these non-GAAP measures on the same basis as management uses to
evaluate the Company's operating results.  We believe that excluding items from
operating income, net income and net income per diluted share that may not be
indicative of, or are unrelated to, our core operating results, and that may
vary in frequency or magnitude, enhances the comparability of our results and
provides a better baseline for analyzing trends in our business.

We define EBITDA as net income before net interest income or expense,
depreciation and amortization expenses and income taxes.  Adjusted EBITDA
represents EBITDA as further adjusted for non-cash stock-based compensation
expense.  EBITDA and Adjusted EBITDA are non-GAAP measures and may not be
comparable to similar measures reported by other companies.  EBITDA and Adjusted
EBITDA have limitations as analytical tools, and you should not consider them in
isolation or as a substitute for analysis of our results as reported under GAAP.
In the future we may incur expenses or charges such as those added back to
calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be
construed as an inference that our future results will be unaffected by these
items. For further discussion of EBITDA and Adjusted EBITDA and for
reconciliations of net income, the most directly comparable GAAP measure, to
EBITDA and Adjusted EBITDA, see "Results of Operations."

Factors affecting the comparability of our operating results

Our results over the past two years have been affected by the following factors, which must be understood in order to assess the comparability of our performance and financial condition from period to period.

Historical results

Historical results are not necessarily representative of expected results for a future period.


Store Openings and Closings

We opened 12 and six new stores in the second quarters of fiscal 2021 and fiscal
2020, respectively. In connection with these store openings, we incurred
expenses of $2.5 million and $1.5 million for the second quarters of fiscal 2021
and fiscal 2020, respectively. We opened 23 new stores, including two relocated
stores, in the twenty-six weeks ended July 31, 2021. We opened 23 new stores and
closed two stores, one as planned and one closed temporarily due to smoke damage
from a fire at an adjacent tenant, in the twenty-six weeks ended August 1, 2020.
In connection with these store openings and closings, we incurred expenses of
$5.1 million and $5.3 million for the twenty-six weeks ended July 31, 2021 and
August 1, 2020, respectively.

Seasonality


Our business is seasonal in nature and demand is generally the highest in our
fourth fiscal quarter due to the holiday sales season.  To prepare for the
holiday sales season, we must order and keep in stock more merchandise than we
carry during other times of the year and generally engage in additional
marketing efforts.  We expect inventory levels, along with accounts payable and
accrued expenses, to reach their highest levels in our third and fourth fiscal
quarters in anticipation of increased net sales during the holiday sales
season.  As a result of this seasonality, and generally because of variation in
consumer spending habits, we experience fluctuations in net sales and working
capital requirements during the year.  Because we offer a broad selection of
merchandise at extreme values, we believe we are less impacted than other
retailers by economic cycles which correspond with declines in general consumer
spending habits and we believe we still benefit from periods of increased
consumer spending.

Results of operations

The following tables summarize the key elements of our operating results for the periods indicated, both in dollars and as a percentage of our net sales.

                                       19

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Index

We derived the condensed consolidated statements of income for the thirteen and
twenty-six weeks ended July 31, 2021 and August 1, 2020 from our unaudited
condensed consolidated financial statements and related notes.  Our historical
results are not necessarily indicative of the results that may be expected in
the future.

                                              Thirteen weeks ended           Twenty-six weeks ended
                                            July 31,       August 1,        July 31,        August 1,
                                              2021            2020            2021             2020
                                                             ( dollars in thousands)
Condensed consolidated statements of
income data:
Net sales                                  $  415,881      $  529,313     $    868,373      $  878,676
Cost of sales                                 252,846         322,471          522,728         531,468
Gross profit                                  163,035         206,842          345,645         347,208
Selling, general and administrative
expenses                                      110,119         109,149          214,489         198,869
Depreciation and amortization expenses          4,669           4,122            9,153           8,066
Pre-opening expenses                            2,541           1,545            5,076           5,267
Operating income                               45,706          92,026          116,927         135,006
Interest expense (income), net                     66             (26 )             41            (109 )
Income before income taxes                     45,640          92,052          116,886         135,115
Income tax expense (benefit)                   11,317          (7,331 )         27,343           2,276
Net income                                 $   34,323      $   99,383     $     89,543      $  132,839
Percentage of net sales (1):
Net sales                                       100.0 %         100.0 %          100.0 %         100.0 %
Cost of sales                                    60.8            60.9             60.2            60.5
Gross profit                                     39.2            39.1             39.8            39.5
Selling, general and administrative
expenses                                         26.5            20.6             24.7            22.6
Depreciation and amortization expenses            1.1             0.8              1.1             0.9
Pre-opening expenses                              0.6             0.3              0.6             0.6
Operating income                                 11.0            17.4             13.5            15.4
Interest expense (income), net                      -               -                -               -
Income before income taxes                       11.0            17.4             13.5            15.4
Income tax expense (benefit)                      2.7            (1.4 )            3.1             0.3
Net income                                        8.3 %          18.8 %           10.3 %          15.1 %
Select operating data:
New store openings                                 12               6               23              23
Number of closed stores                             -               -               (2 )            (2 )
Number of stores open at end of period            409             366              409             366
Average net sales per store (2)            $    1,024      $    1,454     $      2,173      $    2,441
Comparable stores sales change                  (28.0 )%         43.3 %     

(9.3)% 20.2%

————————————————– ——————————

(1) Items may not add to totals due to rounding.

(2) Average net sales per store represent the weighted average of total net sales

weekly sales divided by the number of stores open at the end of each week for

     the respective periods presented.



                                       20

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Index

The following table provides a reconciliation of our net income to Adjusted EBITDA for the periods presented:


                                                 Thirteen weeks ended            Twenty-six weeks ended
                                              July 31,         August 1,        July 31,        August 1,
                                                2021             2020             2021             2020
                                                                ( dollars in thousands)
Net income                                   $    34,323      $    99,383     $     89,543      $  132,839
Interest expense (income), net                        66              (26 )             41            (109 )
Depreciation and amortization expenses (1)         6,094            5,653           12,012          11,063
Income tax expense (benefit)                      11,317           (7,331 )         27,343           2,276
EBITDA                                            51,800           97,679          128,939         146,069
Non-cash stock-based compensation expense          2,312            1,727            4,332           3,046
Adjusted EBITDA                              $    54,112      $    99,406     $    133,271      $  149,115


(1) Includes depreciation and amortization relating to our distribution centers,

     which is included within cost of sales on our condensed consolidated
     statements of income.


Second quarter of fiscal 2021 vs. second quarter of fiscal 2020

Net sales


Net sales decreased to $415.9 million in the second quarter of fiscal 2021 from
$529.3 million in the second quarter of fiscal 2020, a decrease of $113.4
million, or 21.4%.  The decrease was the result of a comparable store sales
decrease of $139.4 million offset by an increase in non-comparable store sales
of $26.0 million.  The increase in non-comparable store sales was driven by new
store unit growth.

Comparable store sales decreased 28.0% in the second quarter of fiscal 2021
compared with a 43.3% increase in the second quarter of fiscal 2020.  In the
second quarter of fiscal 2020, we benefited from increased consumer spending
associated with federal economic stimulus funds for the COVID-19 pandemic and
having our stores open during the quarter while other retailers were closed for
a portion of the period.

The decrease in comparable store sales in the quarter consisted of a decrease in
both the number of transactions and average transaction size.  Sales in our
health and beauty aids and housewares departments significantly decreased during
the quarter due to a surge of COVID-related personal protective equipment and
cleaning supplies sales in the prior year.

Gross profit and gross margin


Gross profit decreased to $163.0 million in the second quarter of fiscal 2021
from $206.8 million in the second quarter of fiscal 2020, a decrease of $43.8
million, or 21.2%. Gross margin increased 10 basis points to 39.2% in the second
quarter of fiscal 2021 from 39.1% in the second quarter of fiscal 2020.  The
increase in gross margin in the second quarter of fiscal 2021 is due to
improvement in the merchandise margin, partially offset by deleveraging of
supply chain costs, primarily the result of higher transportation expenses.

Selling, general and administrative expenses


SG&A increased to $110.1 million in the second quarter of fiscal 2021 from
$109.1 million in the second quarter of fiscal 2020, an increase of $1.0
million, or 0.9%, primarily driven by an increased number of stores and
partially offset by tight expense controls throughout the organization.  As a
percentage of net sales, SG&A increased 590 basis points to 26.5% in the second
quarter of fiscal 2021 from 20.6% in the second quarter of fiscal 2020.  The
increase was primarily due to significant deleveraging as a result of the
decrease in sales.

                                       21

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Index

Pre-opening fees


Pre-opening expenses for new stores increased to $2.5 million in the second
quarter of fiscal 2021 from $1.5 million in the second quarter of fiscal 2020
due to the comparative number and timing of new stores.  We opened 12 and six
new stores in the second quarters of fiscal 2021 and fiscal 2020, respectively.
As a percentage of net sales, pre-opening expenses increased 30 basis points to
0.6% in the second quarter of fiscal 2021 from 0.3% in the second quarter of
fiscal 2020.

Income tax expense (Advantage)


Income tax expense in the second quarter of fiscal 2021 was $11.3 million
compared to income tax benefit of $7.3 million in the second quarter of fiscal
2020.  The effective tax rates for the second quarters of fiscal 2021 and fiscal
2020 were 24.8% and (8.0)%, respectively.  The variance in the effective tax
rates in the quarters was primarily due to a significant decrease in excess tax
benefits related to stock-based compensation.  The prior year effective tax rate
was impacted by tax benefits due to the exercise of stock options by the estate
of the Company's former chief executive officer.  Discrete tax benefits totaled
$0.4 million and $30.5 million in the second quarter of fiscal 2021 and the
second quarter of fiscal 2020, respectively.

Net revenue

As a result of the above, net profit decreased to $ 34.3 million in the second quarter of fiscal year 2021 of $ 99.4 million in the second quarter of fiscal 2020, a decrease of $ 65.1 million or 65.5%.

Adjusted EBITDA


Adjusted EBITDA decreased to $54.1 million in the second quarter of fiscal 2021
from $99.4 million in the second quarter of fiscal 2020, a decrease of $45.3
million, or 45.6%.

Twenty-six weeks 2021 versus twenty-six weeks 2020

Net sales


Net sales decreased to $868.4 million in the twenty-six weeks ended July 31,
2021 from $878.7 million in the twenty-six weeks ended August 1, 2020, a
decrease of $10.3 million, or 1.2%.  The decrease was the result of a comparable
store sales decrease of $77.0 million and a non-comparable store sales increase
of $66.7 million.  The increase in non-comparable store sales was driven by new
store unit growth and strong new store performance.

Comparable store sales decreased 9.3% in the twenty-six weeks ended July 31,
2021 compared with a 20.2% increase in the twenty-six weeks ended August 1,
2020.  In fiscal 2020, we benefited from increased consumer spending associated
with federal economic stimulus funds for the COVID-19 pandemic and having our
stores open while other retailers were closed for a portion of the period.

The decrease in comparable store sales in the twenty-six weeks ended July 31,
2021 consisted of a decrease in both the number of transactions and average
transaction size.  Sales in our health and beauty aids and housewares
departments significantly decreased in the twenty-six weeks ended July 31, 2021
due to a surge of COVID-related personal protective equipment and cleaning
supplies sales in the prior year.

Gross profit and gross margin


Gross profit decreased to $345.6 million in the twenty-six weeks ended July 31,
2021 from $347.2 million in the twenty-six weeks ended August 1, 2020, a
decrease of $1.6 million, or 0.5%. Gross margin increased 30 basis points to
39.8% in the twenty-six weeks ended July 31, 2021 from 39.5% in the twenty-six
weeks ended August 1, 2020.  The increase in gross margin in the twenty-six
weeks ended July 31, 2021 is due to improvement in the merchandise margin,
partially offset by increases in and deleveraging of supply chain costs,
primarily the result of higher transportation expenses.

Selling, general and administrative expenses


SG&A increased to $214.5 million in the twenty-six weeks ended July 31, 2021
from $198.9 million in the twenty-six weeks ended August 1, 2020, an increase of
$15.6 million, or 7.9%, primarily driven by an increased number of stores and
partially offset by tight expense controls throughout the organization.  As a
percentage of net sales, SG&A increased 210 basis points to 24.7% in the
twenty-six weeks ended July 31, 2021 from 22.6% in the twenty-six weeks ended
August 1, 2020.  The increase was primarily due to a significant deleveraging as
a result of the decrease in sales.

                                       22

————————————————– ——————————

Index

Pre-opening fees


Pre-opening expenses for new stores decreased to $5.1 million in the twenty-six
weeks ended July 31, 2021 from $5.3 million in the twenty-six weeks ended August
1, 2020 due to the comparative number and timing of new stores.  During the
twenty-six weeks ended July 31, 2021, we opened 23 stores, including two
relocated stores. During the twenty-six weeks ended August 1, 2020, we opened 23
stores and closed two stores, one as planned and one closed temporarily due to
smoke damage from a fire at an adjacent tenant.  As a percentage of net sales,
pre-opening expenses were 0.6% in both the twenty-six weeks ended July 31, 2021
and August 1, 2020.

Income Tax Expense

Income tax expense in the twenty-six weeks ended July 31, 2021 was $27.3 million
compared to income tax expense of $2.3 million in the twenty-six weeks ended
August 1, 2020.  The effective tax rates for the twenty-six weeks ended July 31,
2021 and August 1, 2020 were 23.4% and 1.7%, respectively. The variance in the
effective tax rates in the twenty-six week periods was primarily due to a
significant decrease in excess tax benefits related to stock-based
compensation.  The prior year effective tax rate was impacted by tax benefits
due to the exercise of stock options by the estate of the Company's former chief
executive officer.  Discrete tax benefits totaled $2.5 million and $31.7 million
in the twenty-six weeks ended July 31, 2021 and the twenty-six weeks ended
August 1, 2020, respectively.

Net revenue

As a result of the above, net profit decreased to $ 89.5 million within the twenty-six weeks completed July 31, 2021 of $ 132.8 million within the twenty-six weeks completed August 1, 2020, a decrease in $ 43.3 million or 32.6%.

Adjusted EBITDA


Adjusted EBITDA decreased to $133.3 million in the twenty-six weeks ended July
31, 2021 from $149.1 million in the twenty-six weeks ended August 1, 2020, a
decrease of $15.8 million, or 10.6%.

Liquidity and capital resources

Overview


Our primary sources of liquidity are net cash flows provided by operating
activities and available borrowings under our revolving credit facility
("Revolving Credit Facility").  Our primary cash needs are for capital
expenditures and working capital.  As of July 31, 2021, we had $88.6 million
available to borrow under our Revolving Credit Facility and $444.3 million of
cash and cash equivalents on hand. For further information regarding our
Revolving Credit Facility, see Note 6 under "Notes to Unaudited Condensed
Consolidated Financial Statements."

Our capital expenditures are primarily related to new store openings, store
resets, which consist of improvements to stores as they are needed, expenditures
related to our distribution centers, and infrastructure-related investments,
including investments related to upgrading and maintaining our information
technology systems.  We spent $8.2 million and $5.7 million for capital
expenditures during the second quarters of fiscal 2021 and fiscal 2020,
respectively. For the twenty-six weeks ended July 31, 2021, we spent $17.7
million for capital expenditures compared to $18.1 million for the twenty-six
weeks ended August 1, 2020. We expect to fund capital expenditures from net cash
provided by operating activities. We opened 23 new stores including two
relocated stores during the twenty-six weeks ended July 31, 2021 and expect to
open approximately 46 to 47 stores during 2021. However, we may experience
delays in construction and permitting of new stores due to COVID-19.

Historically, we have funded our capital expenditures and working capital requirements during the year with cash flow from operations.

                                       23

————————————————– ——————————

Index

Our primary working capital requirements are for the purchase of inventory,
payroll, rent, other store operating costs, distribution costs and general and
administrative costs.  Our working capital requirements fluctuate during the
year, rising in our third fiscal quarter as we increase quantities of inventory
in anticipation of our peak holiday sales season in our fourth fiscal quarter.
Fluctuations in working capital are also driven by the timing of new store
openings.

Based on our new store growth plans, we believe our cash and cash equivalents
position, net cash provided by operating activities and availability under our
Revolving Credit Facility will be adequate to finance our planned capital
expenditures, working capital requirements, debt service and other financing
activities over the next 12 months.  If cash provided by operating activities
and borrowings under our Revolving Credit Facility are not sufficient or
available to meet our capital requirements, we will then be required to obtain
additional equity or debt financing in the future.  There can be no assurance
equity or debt financing will be available to us when needed or, if available,
the terms will be satisfactory to us and not dilutive to our then-current
stockholders.

We are not currently receiving, and do not currently intend to apply for, loans
under any federal or state programs implemented as a result of the COVID-19
pandemic, including the Coronavirus Aid, Relief, and Economic Security (CARES)
Act.

Share Repurchase Program

On March 26, 2019, the Board of Directors of the Company authorized the
repurchase of up to $100.0 million of shares of our common stock.  This initial
tranche expired on March 26, 2021.  The Board authorized the repurchase of
another $100.0 million of our common stock on December 15, 2020 and a $100.0
million increase on March 16, 2021, resulting in $200.0 million approved for
share repurchases through January 13, 2023.  The shares to be repurchased may be
purchased from time to time in open market conditions (including blocks),
privately negotiated transactions, accelerated share repurchase programs or
other derivative transactions, issuer self-tender offers or any combination of
the foregoing.  The timing of repurchases and the actual amount purchased will
depend on a variety of factors, including the market price of our shares,
general market, economic and business conditions, and other corporate
considerations.  Repurchases may be made pursuant to plans intended to comply
with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow us
to purchase our shares during periods when we otherwise might be prevented from
doing so under insider trading laws or because of self-imposed trading blackout
periods.  Repurchases are expected to be funded from cash on hand or through the
utilization of our Revolving Credit Facility.  The repurchase authorization does
not require the purchase of a specific number of shares and is subject to
suspension or termination by our Board of Directors at any time.

During the twenty-six weeks ended July 31, 2021, we repurchased 430,178 shares
of our common stock for $35.3 million, inclusive of transaction costs, pursuant
to our share repurchase program. We made no share repurchases during the
twenty-six weeks ended August 1, 2020.  These expenditures were funded by cash
generated from operations.  As of July 31, 2021, we had $164.7 million remaining
under our share repurchase authorization.

Subsequent to July 31, 2021 through August 30, 2021, we invested $36.4 million,
inclusive of transaction costs, to repurchase an additional 464,857 shares of
our common stock, resulting in $128.3 million remaining under our share
repurchase authorization. There can be no assurances that any additional
repurchases will be completed, or as to the timing or amount of any repurchases.

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https://www.tomaszpietak.com/ollie-bargain-outlet-bargain-outlet-holdings-inc-managements-discussion-and-analysis-of-financial-position-and-operating-results-form-10-q/feed/ 0
Report of Independent Registered Public Accounting Firm (Form 8-K) https://www.tomaszpietak.com/report-of-independent-registered-public-accounting-firm-form-8-k/ https://www.tomaszpietak.com/report-of-independent-registered-public-accounting-firm-form-8-k/#respond Tue, 31 Aug 2021 07:50:44 +0000 https://www.tomaszpietak.com/?p=440 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of AxonPrime Infrastructure Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of AxonPrime Infrastructure Acquisition Corporation (the ‘Company’) as of August 17, 2021 and the related notes (collectively referred to as the ‘financial statement’). […]]]>

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

AxonPrime Infrastructure Acquisition Corporation

Opinion on the Financial Statement

We have audited the accompanying balance sheet of AxonPrime Infrastructure Acquisition Corporation (the ‘Company’) as of August 17, 2021 and the related notes (collectively referred to as the ‘financial statement’). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of August 17, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2021.

New York, New York

August 25, 2021

F-2

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

BALANCE SHEET

August 17, 2021

ASSETS
Current assets:
Cash $ 2,000,240
Total current assets 2,000,240
Cash held in Trust Account 150,000,000
Total Assets $ 152,000,240
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accrued offering expenses $ 309,655
Promissory note – Sponsor 68,888
Due to Sponsor 52,250
Total current liabilities 430,793
Warrant liabilities 8,483,333
Deferred underwriting commissions 5,250,000
Total liabilities 14,164,126
Commitments and Contingencies
Class A common stock; 15,000,000 shares subject to possible redemption at $10.00 per share 150,000,000
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued or outstanding (excluding 15,000,000 shares subject to possible redemption)
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding(1)(2) 431
Additional paid-in capital
Accumulated deficit(3) (12,164,317 )
Total stockholders’ equity (12,163,886 )
Total Liabilities and Stockholders’ Equity $ 152,000,240
(1) This number includes up to 562,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
(2) On July 6, 2021, the Sponsor surrendered an aggregate of 4,312,500 shares of Class B common stock for no consideration, which were canceled resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (See Note 5 and Note 8)
(3) Accumulated deficit includes a balance of ($11,747,364), which was reclassified from Additional paid-in-capital.

The accompanying notes are an integral part of the financial statement.

F-3

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENT

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

AxonPrime Infrastructure Acquisition Corporation (the ‘Company’) is a blank check company incorporated in the State of Delaware on April 1, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the ‘Business Combination’). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of August 17, 2021, the Company had not yet commenced any operations. All activity for the period from April 1, 2021 (inception) through August 17, 2021 relates to the Company’s formation and the initial public offering (the ‘Initial Public Offering’) which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2021. On August 17, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the ‘Units’ and, with respect to the shares of Class A common stock included in the Units sold, the ‘Public Shares’), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3.

Additionally, certain institutional anchor investors (the ‘Institutional Anchor Investors’) that are not affiliated with the Company, the Sponsor, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of $12,790,000 of Units. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $127,900,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,333,333 warrants (the ‘Private Placement Warrants’) at a price of $1.50 per Private Placement Warrant in a private placement to AxonPrime Infrastructure Sponsor LLC (the ‘Sponsor’), generating gross proceeds of $5,000,000, which is described in Note 4. Substantially concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 66,666 Private Placement Warrants to the Institutional Anchor Investors for $100,000.

The Institutional Anchor Investors also purchased 650,000 shares of Class B common Stock (‘Founder Shares’) from the Sponsor at the original purchase price of $0.003 per share. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial business combination on a one-for-one basis, subject to adjustment as provided in the Company’s final prospectus, dated August 12, 2021, as filed with the Securities and Exchange Commission (the ‘SEC’) on August 16, 2021 (‘Final Prospectus’).

Transaction costs amounted to $8,703,625, consisting of $3,000,000 of underwriting fees, $5,250,000 of deferred underwriting fees and $453,625 of other offering costs. In addition, at August 17, 2021, cash of $2,000,240 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on August 17, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the ‘Trust Account’) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the ‘Investment Company Act’), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

F-4

The Company will provide its holders of the outstanding Public Shares (the ‘Public Stockholders’) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company will be required to seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules in conjunction with a shareholder meeting instead of pursuant to the tender offer rules, the Company’s second amended and restated certificate of incorporation (the ‘Certificate of Incorporation’) provides that, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a ‘group’ (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Class A common stock are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (‘ASC’) Topic 480 ‘Distinguishing Liabilities from Equity.’

If the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Company’s Sponsor, officers, directors, anchor investors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company is unable to conduct redemptions pursuant to the proxy solicitation rules) or a vote to amend the provisions of the Certificate of Incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and our officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

F-5

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering or August 17, 2021 (the ‘Combination Period’), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the price per Unit $10.00.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the ‘Securities Act’). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

As of August 17, 2021, the Company has sufficient cash to meet its obligations as they become due within one year after the date that the financial statement is issued.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (‘GAAP’) and pursuant to the rules and regulations of the SEC.

F-6

Emerging Growth Company

The Company is an ’emerging growth company,’ as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the ‘JOBS Act’), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instalments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of August 17, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of as of August 17, 2021.

Cash Held in Trust Account

As of August 17, 2021, the Company had $150,000,000 in cash held in the Trust Account.

Class A Common Stock Subject to Possible Redemption

All of the 15,000,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Accordingly, as of August 17, 2021, 15,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

F-7

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, ‘Income Taxes,’ which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 17, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, ‘Fair Value Measurement,’ approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $8,703,625. Of this amount, $8,272,181 was charged to stockholders’ equity upon the completion of the Initial Public Offering and $431,444 was expensed due to allocating certain offering costs to the warrant liability and to the founder shares purchased by the Institutional Anchor Investor.

The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (‘ASC 815-40’). Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of any Class A common stock warrants. At that time, the portion of the warrant liability related to the Class A common stock warrants will be reclassified to additional paid-in capital.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

F-8

NOTE 3. INITIAL PUBLIC OFFERING

On August 17, 2021, the Company sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of $8,703,625, consisting of $3,000,000 of underwriting fees, $5,250,000 of deferred underwriting fees and $453,625 of other offering costs. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (‘Public Warrant’). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Additionally, certain institutional anchor investors that are not affiliated with the Company, the Sponsor, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of 12,790,000 Units at the offering price of $10.00 per Unit.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 3,333,333 Private Placement Warrants at a price of $1.50 per warrant, generating total proceeds of $5,000,000 to the Company. Substantially concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 66,666 Private Placement Warrants to the Institutional Anchor Investors for $100,000.

Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 9, 2021, one of the Company’s founders paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001 (the ‘Founder Shares’). Subsequently, on April 19, 2021, all Founder Shares were assigned to the Sponsor. On July 6, 2021, the Sponsor surrendered an aggregate of 4,312,500 shares of Class B common stock for no consideration, which were cancelled resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. Also on July 6, 2021, the Sponsor transferred an aggregate of 25,000 Founder Shares to each of the Company’s independent director nominees (75,000 shares in total) at their original issue price. Up to 562,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

Other than as described above, the Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released from the lock-up.

In connection with the closing of the Initial Public Offering, the Sponsor sold 650,000 shares of Class B common stock (‘Founder Shares’) to the Institutional Anchor Investors at the original purchase price of $0.003 per share. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $4,397,966, or $6.77 per share. The fair value of the Founder Shares were valued based on the probability of the Company reaching a Merger and Marketability. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $4,397,966, of which $4,256,096 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $141,870 were expensed to the statement of operations and included in transaction costs attributable to warrant liabilities.

F-9

Promissory Note – Related Party

On April 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the ‘Note’). The Note is non-interest bearing and is payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of August 17, 2021, the Company has drawn $68,888 on the Note which is due on demand.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the ‘Working Capital Loans’). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of August 17, 2021, there were no written agreements in place for the Working Capital Loans.

In addition, there are expenses that are paid by the Sponsor on behalf of the Company. As of August 17, 2021, the Sponsor has paid $52,250 for such expenses.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering to pay the Sponsor a total of up to $10,000 per month, for up to 24 months, for office space, utilities, secretarial and administrative support. Upon completion of a Business Combination or a liquidation, the Company will cease paying these monthly fees.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain ‘piggy-back’ registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriter will be entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $3,000,000 (or $3,450,000 if the over-allotment option in exercised in full). In addition, the underwriter will be entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $5,250,000 (or $6,037,500 if the over-allotment option in exercised in full). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

F-10

NOTE 7. WARRANT LIABILITIES

The Company accounted for 8,333,333 warrants issued in connection with the Initial Public Offering (5,000,000 Public Warrants and 3,333,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant is recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Warrants – Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the

Redemption of public warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants for redemption:

in whole and not in part;
at a price of $0.01 per Public Warrant;
upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; and
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

F-11

Redemption of public warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:

in whole and not in part;
at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under ‘Description of Securities – Warrants – Public Stockholders’ Warrants’ based on the redemption date and the ‘fair market value’ of the Class A common stock (as defined below) except as otherwise described in ‘Description of Securities – Warrants – Public Stockholders’ Warrants’;
upon a minimum of 30 days’ prior written notice of redemption;
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company will send the notice of redemption to the warrant holders;
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and
if, and only if, the last reported sale price of our Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a ‘cashless basis,’ as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the ‘Newly Issued Price’), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the ‘Market Value’) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

F-12

The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock – The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At August 17, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock – The Company is authorized to issue up to 100,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At August 17, 2021, there were no shares of Class A common stock issued or outstanding (excluding 15,000,000 shares subject to possible redemption).

Class B Common Stock – The Company is authorized to issue up to 50,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At August 17, 2021, there were 4,312,500 shares of Class B common stock issued and outstanding. This number includes up to 562,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On July 6, 2021, the Sponsor surrendered an aggregate of 4,312,500 shares of Class B common stock for no consideration, which were cancelled resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. Of the 4,312,500 shares of Class B common stock, an aggregate of 562,500 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Private Placement Shares and assuming the initial stockholders do not purchase any Class A common stock in the Initial Public Offering).

On July 6, 2021, the Sponsor transferred an aggregate of 25,000 shares of Class B common stock to each of the Company’s independent director nominees (75,000 shares in total) at their original purchase price.

On August 17, 2021, the Institutional Anchor Investors also purchased 650,000 shares of Class B common Stock (‘Founder Shares’) from the Sponsor at the original purchase price of $0.003 per share. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial business combination on a one-for-one basis, subject to adjustment as provided in the Final Prospectus.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

F-13

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value at August 17, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level August 17, 2021
Assets:
Cash held in Trust Account (1) 1 $ 150,000,000
Liabilities:
Warrant liability – Public Warrants (2) 3 $ 4,750,000
Warrant liability – Private Placement Warrants (2) 3 $ 3,733,333
(1) The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to the short-term nature.
(2) Measured at fair value on a recurring basis

Warrants

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.

Initial Measurement

The Warrants were valued using a Monte Carlo simulation model-based approach, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:

Input August 17, 2021
(Initial
Measurement)
Risk-free interest rate 0.91 %
Expected term (years) 6.0
Expected volatility 17.8 %
Exercise price $ 11.50
Stock price $ 9.68

The following table presents the changes in the fair value of Level 3 warrant liabilities:

Private Placement Warrants Public Warrants Warrant Liabilities
Fair value as of April 1, 2021 (inception) $ $ $
Initial measurement on August 17, 2021 3,733,333 4,750,000 8,483,333
Fair value as of August 17, 2021 $ 3,733,333 $ 4,750,000 $ 8,483,333

F-14

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from April 1, 2021 (inception) through August 17, 2021.

Subsequent Measurement

The Warrants will be remeasured at fair value on a recurring basis.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated events that have occurred after the balance sheet date up through the date the financial statement was issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

F-15

Disclaimer

AxonPrime Infrastructure Acquisition Corporation published this content on 25 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2021 07:40:04 UTC.

Publicnow 2021


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China’s EXCLUSIVE regulator probes Ping An Insurance real estate investments -sources https://www.tomaszpietak.com/chinas-exclusive-regulator-probes-ping-an-insurance-real-estate-investments-sources/ https://www.tomaszpietak.com/chinas-exclusive-regulator-probes-ping-an-insurance-real-estate-investments-sources/#respond Mon, 30 Aug 2021 09:34:00 +0000 https://www.tomaszpietak.com/chinas-exclusive-regulator-probes-ping-an-insurance-real-estate-investments-sources/ The Ping An Insurance company logo is seen in Beijing, China, August 27, 2020. REUTERS / Thomas Peter / File Photo SHANGHAI, Aug.30 (Reuters) – China’s banking and insurance regulator is investigating Ping An Insurance Group Co of China Ltd (601318.SS) investments in the real estate market, said two people with knowledge of the matter, […]]]>

The Ping An Insurance company logo is seen in Beijing, China, August 27, 2020. REUTERS / Thomas Peter / File Photo

SHANGHAI, Aug.30 (Reuters) – China’s banking and insurance regulator is investigating Ping An Insurance Group Co of China Ltd (601318.SS) investments in the real estate market, said two people with knowledge of the matter, after the company took a big profit hit from a sour bet.

The China Banking and Insurance Regulatory Commission (CBIRC) also ordered the insurer to stop selling alternative investment products, which are usually tied to the real estate market, said the people, who declined to be identified because the information is not public.

Ping An said in a statement that its real estate exposure was significantly below the regulatory cap. He did not respond to questions about the regulatory probe. The CBIRC did not respond to a request for comment.

The regulatory move comes after Ping An, the country’s largest insurer by assets, in February disclosed 54 billion yuan ($ 8.4 billion) exposure to indebted China Fortune Land Development Co Ltd. (600340.SS).

Ping An adjusted its results, including recording an impairment charge of 35.9 billion yuan for investments related to China Fortune in the first half of 2021, which contributed to a 15.5% decline in its net profit from January to June.

China Fortune, a developer of industrial parks and city real estate, said it had past due debt and interest worth 69.2 billion yuan at the end of June, and that the default and liquidity stress could have an impact on its operations and funding.

The regulatory investigation into Ping An’s real estate portfolio also comes as Beijing is refining its examination of the country’s scorching real estate market by tackling the rampant borrowing that has fueled concerns about financial risk.

The government has worked to curb unregulated credit flows into the real estate market. And as new rules stifle shadow developer loans, the squeeze increases the risk of default for some of the nation’s biggest real estate players.

The insurance regulator’s investigation of Ping An, the only insurer designated as systemically important, aims to uncover and contain risks to its real estate investment portfolio, the public said.

The insurer’s total exposure related to real estate is 185.5 billion yuan, weighing roughly equally in stocks, debt and investment property and accounting for around 4.8% at 4, 9% of its total investment portfolio of 3.8 trillion yuan, according to a Citi research note.

EXHIBITION OF THE PROPERTY

The regulator’s latest on-site investigation into Shenzhen-based Ping An, whose shares are down more than 40% this year, began this month, one of the people said, adding that the CBIRC was asking for documents. since the beginning of this year.

In addition, the CBIRC in February ordered the insurer to halt the sale of so-called alternative investment products, leaving dozens of a dedicated team without work, they said.

Ping An’s other real estate investments include 14.1% of the shares of China Jinmao Holdings Group Ltd (0817.HK), 8% of Country Garden Holdings Co Ltd (2007.HK) and 6.54% of CIFI Holdings (Group) Co Ltd (0884. HK), showed Refinitiv data based on company filings.

Chinese insurers have been busy cutting or reducing their exposure to developers this year, said two people working at midsize insurance companies.

“All I have done is travel to meet our different developer clients this year in different parts of China to tell them that we can no longer fund them,” said a person who works in one of the 10 largest insurance companies in China.

“We are reducing our exposure as part of our internal strategy,” the person said.

Reporting by Engen Tham and Zhang Yan in Shanghai and Kane Wu in Hong Kong; Additional reporting by Cheng Leng; Editing by Sumeet Chatterjee and Christopher Cushing

Our Standards: Thomson Reuters Trust Principles.


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SHAREHOLDER ALERT: Law Firm Gross Notifies Shareholders of Live Ventures Incorporated of Class Action and Lead Plaintiff Deadline of October 12, 2021 https://www.tomaszpietak.com/shareholder-alert-law-firm-gross-notifies-shareholders-of-live-ventures-incorporated-of-class-action-and-lead-plaintiff-deadline-of-october-12-2021/ https://www.tomaszpietak.com/shareholder-alert-law-firm-gross-notifies-shareholders-of-live-ventures-incorporated-of-class-action-and-lead-plaintiff-deadline-of-october-12-2021/#respond Tue, 24 Aug 2021 00:56:18 +0000 https://www.tomaszpietak.com/shareholder-alert-law-firm-gross-notifies-shareholders-of-live-ventures-incorporated-of-class-action-and-lead-plaintiff-deadline-of-october-12-2021/ New York, New York – (Newsfile Corp. – Aug 23, 2021) – Securities litigation law firm The Gross Law Firm issues the following notice on behalf of the shareholders of Direct Incorporated Businesses (NASDAQ: LIVE). Shareholders who have purchased shares of LIVE during the stated reference period are encouraged to contact the company regarding a […]]]>

New York, New York – (Newsfile Corp. – Aug 23, 2021) – Securities litigation law firm The Gross Law Firm issues the following notice on behalf of the shareholders of Direct Incorporated Businesses (NASDAQ: LIVE).

Shareholders who have purchased shares of LIVE during the stated reference period are encouraged to contact the company regarding a possible appointment of a lead applicant. Appointment as principal applicant is not necessary to participate in any recovery.

CONTACT US HERE:

Live Ventures Incorporated Loss Submission Form

COURSE PERIOD: December 28, 2016 to August 3, 2021

ALLEGATIONS: The complaint alleges that during the class action period, the Defendants made materially false and / or misleading statements and / or failed to disclose that: 1) Live’s earnings per share for fiscal 2016 were was actually only $ 6.33 per share; (2) the Company used an artificially low number of shares to increase earnings per share by 40%; (3) Live had overstated the pre-tax earnings for fiscal 2016 by 20% by including $ 915,500 of “other income” related to certain changes that were not negotiated until after the end of the fiscal year; (4) The acquisition of ApplianceSmart by Live was not finalized during the first quarter of 2017; (5) the use of December 30, 2017 as the “acquisition date” and the recognition of its income did not comply with generally accepted accounting principles; (6) By falsely stating that the acquisition was completed during the quarter, Live recognized a windfall purchase gain, which allowed the Company to report positive net income in what would otherwise have been a unprofitable quarter; (7) between fiscal 2016 and fiscal 2018, the CEO of Live received approximately 94% more in compensation than was disclosed to investors; and (8) as a result of the foregoing, the Defendants’ positive statements regarding the business, operations and prospects of the Company were substantially misleading and / or lacked reasonable basis.

DEADLINE: October 12, 2021 Shareholders should soon register for this class action lawsuit. Register your information here: https://securitiesclasslaw.com/securities/live-ventures-incorporated-loss-submission-form/?id=18866&from=5

NEXT STEPS FOR SHAREHOLDERS: Once you have signed up as a shareholder who purchased shares of LIVE during the time period stated above, you will be signed up to portfolio monitoring software to provide you with status updates throughout the cycle. life of the case. The deadline to apply to be a lead applicant is October 12, 2021. There is no cost or obligation for you to participate in this matter.

WHY GROSS LAW FIRM? The Gross Law Firm is a nationally recognized class action law firm, and our mission is to protect the rights of all investors who have suffered from deception, fraud and illegal business practices. The Gross Law Firm is committed to ensuring that companies adhere to responsible business practices and engage in good corporate citizenship. The company seeks redress on behalf of investors who have suffered losses when false and / or misleading statements or the omission of important information by a company have caused the company’s stock to be artificially inflated. Lawyer advertising. Past results do not guarantee similar results.

The Gross Law Firm is committed to ensuring that companies adhere to responsible business practices and engage in good corporate citizenship. The company seeks redress on behalf of investors who have suffered losses when false and / or misleading statements or the omission of material information by a company lead to artificial inflation of the company’s shares. Lawyer advertising. Past results do not guarantee similar results.

CONTACT:
The gross law firm
15 West 38th Street, 12th Floor
New York, New York State, 10018
Email: dg@securitiesclasslaw.com
Telephone: (212) 537-9430
Fax: (833) 862-7770

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/94183


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https://www.tomaszpietak.com/shareholder-alert-law-firm-gross-notifies-shareholders-of-live-ventures-incorporated-of-class-action-and-lead-plaintiff-deadline-of-october-12-2021/feed/ 0
Erie Downtown Partnership Jobs https://www.tomaszpietak.com/erie-downtown-partnership-jobs/ https://www.tomaszpietak.com/erie-downtown-partnership-jobs/#respond Sat, 21 Aug 2021 22:11:16 +0000 https://www.tomaszpietak.com/erie-downtown-partnership-jobs/ An accountant Job Description : The Accountant position is a part-time position responsible for leading all day-to-day financial operations of the EDP, including functional responsibility for accounting, accounts payable, accounts receivable and grant administration. The position will oversee all financial and accounting activities as well as related reporting activities. This position reports directly to the […]]]>

An accountant

Job Description :

The Accountant position is a part-time position responsible for leading all day-to-day financial operations of the EDP, including functional responsibility for accounting, accounts payable, accounts receivable and grant administration. The position will oversee all financial and accounting activities as well as related reporting activities. This position reports directly to the CEO and works directly with other EDP staff.

Job qualifications:

Qualified applicants must have a degree in accounting or a related field and 3 to 5 years of experience in bookkeeping and generally accepted accounting principles or an equivalent combination of education, training and experience. Nonprofit and subsidized, experience in project management is preferred. The successful candidate must be proficient in Microsoft Office (Excel and Word) and QuickBooks and must be willing and able to learn new computer software as required. We are looking for a candidate who has strong communication and problem solving skills. The successful candidate must also demonstrate an ability to work both independently and as part of a team capable of adapting to periods of increased workloads in order to meet deadlines.

To pay:

Salary scale of $ 20 / h. at $ 25 an hour. and will be commensurate with qualifications and experience.

Equal opportunity employer.

The Erie Downtown Partnership is an agent of change that prioritizes a diverse, equitable and inclusive workplace. To be successful in our organization of work, we must include diverse life experiences and perspectives, ensuring that all voices are heard. We value and respect all employees and volunteers, regardless of their gender, race, ethnicity, national origin, age, gender orientation or identity, education or disability. We are committed to a non-discriminatory approach and provide equal opportunity for employment, service and advancement in all of our departments, programs and work sites.

Applicants should submit a cover letter, curriculum vitae outlining relevant experience and skills, and three professional references to John Buchna at john.buchna@eriedowntown.com.

Download the job description here


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3 Retail Stocks With Juicy Dividends You Can Buy Right Now https://www.tomaszpietak.com/3-retail-stocks-with-juicy-dividends-you-can-buy-right-now/ https://www.tomaszpietak.com/3-retail-stocks-with-juicy-dividends-you-can-buy-right-now/#respond Sat, 21 Aug 2021 11:15:00 +0000 https://www.tomaszpietak.com/3-retail-stocks-with-juicy-dividends-you-can-buy-right-now/ Investors often buy growth stocks because of the capital appreciation they provide, but adding a dividend to the mix can increase a portfolio’s returns. Finding the right mix of a solid business offering a very attractive source of income is not always easy, but Best buy (NYSE: BBY), Hanesbrands (NYSE: HBI), and Leggett & Platt […]]]>

Investors often buy growth stocks because of the capital appreciation they provide, but adding a dividend to the mix can increase a portfolio’s returns.

Finding the right mix of a solid business offering a very attractive source of income is not always easy, but Best buy (NYSE: BBY), Hanesbrands (NYSE: HBI), and Leggett & Platt (NYSE: LEG) are a winning trio of stocks that investors should consider for their portfolios.

Image source: Getty Images.

An insanely good dividend payer

Eric Volkman (Best Buy): Best Buy isn’t recognized as a dividend-paying stock, and that’s a little unfair. The electronics retailer has been distributing a regular quarterly payment for longer than many competitors, initiating it in early 2004 and distributing it without fail quarterly since (yes, even during the financial crisis of the late 2000s, and in the inside the coronavirus pandemic).

The company is the best-in-class tech retailer because it’s tough and adaptable. It’s one of the great business stories of our time, with many investors and pundits vying for the business in the early 2010s. These were dark days for Best Buy, with its resignation. former CEO following an internal investigation into personal misconduct, erosion of market share by aggressive online retailers like Amazon, and declining sales.

When new leader Hubert Joly took on the role of CEO in 2012, the situation began to change rapidly.

In order to counter the practice of “showrooming” which plagued the trade of traditional retailers, Joly introduced a price matching guarantee which remains to this day. This naturally threatened the margins, which the new CEO compensated with significant cost cuts. After a net loss of nearly $ 1.4 billion, under generally accepted accounting principles (GAAP), in 2012 and a much smaller deficit of $ 249 million the following year, Best Buy reported annual net profit since then.

Nowadays, driven by intelligent management measures, the company is a monster of growth and profitability. For example, earlier this year it announced its own version of the trendy retailer membership plans with Best Buy Beta. This not only provides the standard free expedited shipping standard throughout the industry, but also includes important benefits such as automatic two-year warranty protection on selected items and an extended 60-day return window for its merchandise. .

While recent results are a bit skewed by the 2020 weakness all retailers have experienced due to the pandemic, Best Buy has done very well in its final quarter. Its sales in the first quarter of fiscal 2022 reached nearly $ 12 billion, which was not only 37% more than the coronavirus-dampened first quarter 2021, but also surpassed the first quarter of 2020. of the company’s 27% still impressive. These 2010 earnings losses are fading away, as net income for the quarter more than tripled to $ 595 million.

Best Buy surely has more growth, given the continuous upgrade cycle of its most popular product categories (smartphones, video game consoles, TVs, etc.) and the fact that it is the electronics retailer. benchmark for millions of consumers. As the business grows, this dividend is expected to increase accordingly – in fact, the company’s free cash flow in fiscal 2021 was over $ 4.2 billion, much more. than enough to cover the $ 568 million it spent on dividends.

Women in sunglasses and t-shirts.

Image source: Hanesbrands.

This outsider could be a champion

Keith Noonan (Hanesbrands): The negative impacts that the pandemic has had on the retail space are fairly well documented at this point. Hanesbrands was able to adapt better than many other players in the industry thanks to a quickly orchestrated pivot to produce face masks and protective clothing, but it was only a temporary decision, and the company had to face many other persistent challenges facing its industry. Even with the headwinds, Hanesbrands managed to put in quite an impressive performance, and it appears the market is underestimating the company’s growth potential.

The clothing company was able to grow sales 13% year-over-year in the second quarter, and sales for the period were also up 15% from the 2019 quarter. The Company’s Champion really stood out, with worldwide sales increasing 120% from the period of the previous year and 21% from the second quarter of 2019. The popularity of the Champion brand has helped l company to accelerate its direct development. Distributing to consumers through physical and online retail channels, Hanesbrands has a hot sales growth engine that can also help steer the business towards better margins.

Better yet, the stock appears to be priced cheaply, trading at around 11 times this year’s expected earnings and posting a 3.1% dividend. Investors who prioritize reliable short-term payout growth will likely be disappointed to learn that the company’s payout has been stable since 2017, but management remains committed to paying regular dividends as a critical component of the payout. shareholding, and there is a possible path for significant growth in payments in the not-so-distant future. Hanesbrands will make its 34th consecutive quarterly dividend payment at the end of this month, and management has indicated that it plans to start generating dividend growth again as profits rise.

Hanesbrands may seem relatively boring compared to Nike and other category leaders, but the oft-overlooked stock has an attractive return income component and ways to crush market expectations.

Couple lying on a mattress.

Image source: Getty Images.

Giving investors a head start

Rich Duprey (Leggett & Platt): Consumers often buy products based on the brand of the company that sells them, whether it’s a smartphone, an electric car, or even a piece of furniture. Most of the time, they don’t think about what components go into the product and where they come from.

These types of businesses that support brands are hidden from view, but can be rewarding long-term investments because they are so critical to the success of the brand business up front. This is the case with Leggett & Platt, a manufacturer of engineered components and products that can be found in most homes, offices and automobiles.

Chances are, if you are a person who sleeps in a bed, you are probably using their products. This is because Leggett & Platt is the leading manufacturer of coil springs for mattresses and sofas, as well as exclusive specialty foams for the bedding and furniture markets.

Its components can also be found in the automotive and aerospace industries, furniture manufacturers, and flooring and textile companies.

Founded in 1889, Leggett & Platt has a long history of returning shareholder value through a dividend that currently earns 3.4% per annum. Since increasing the payout every year since 1971, he’s been a member of a group of companies called Dividend Kings, or stocks that increase their dividends every year for 50 years or more.

Leggett & Platt says maintaining its place on this list of rarefied stocks is essential, and that it holds one of the best dividend growth records for any stock in the market. S&P 500.

So Leggett & Platt is not what you would think of as your typical retail stock, but because its components are the backbone of many essential products that you can buy in stores and online, investors may be on the lookout for it. Comfortable assuming that this stock’s hefty dividend will reward them for years to come.

This article represents the opinion of the author, who may disagree with the “official” recommendation position of a premium Motley Fool consulting service. We are heterogeneous! Challenging an investment thesis – even one of our own – helps us all to think critically about investing and make decisions that help us become smarter, happier, and richer.


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LIVE ALERT: Klein Law Firm Announces October 12, 2021 Lead Plaintiff deadline in class action lawsuit filed on behalf of Shareholders of Live Ventures Incorporated Limited | 2021-08-19 | Press Releases https://www.tomaszpietak.com/live-alert-klein-law-firm-announces-october-12-2021-lead-plaintiff-deadline-in-class-action-lawsuit-filed-on-behalf-of-shareholders-of-live-ventures-incorporated-limited-2021-08-19-press-relea/ https://www.tomaszpietak.com/live-alert-klein-law-firm-announces-october-12-2021-lead-plaintiff-deadline-in-class-action-lawsuit-filed-on-behalf-of-shareholders-of-live-ventures-incorporated-limited-2021-08-19-press-relea/#respond Fri, 20 Aug 2021 00:07:11 +0000 https://www.tomaszpietak.com/live-alert-klein-law-firm-announces-october-12-2021-lead-plaintiff-deadline-in-class-action-lawsuit-filed-on-behalf-of-shareholders-of-live-ventures-incorporated-limited-2021-08-19-press-relea/ New York, New York – (Newsfile Corp. – Aug. 19, 2021) – Klein law firm announces that a class action lawsuit has been filed on behalf of shareholders of Live Ventures Incorporated (NASDAQ: LIVE) alleging that the company has violated securities laws. Class period: December 28, 2016 and August 3, 2021 Lead applicant’s deadline: 12 […]]]>

New York, New York – (Newsfile Corp. – Aug. 19, 2021) – Klein law firm announces that a class action lawsuit has been filed on behalf of shareholders of Live Ventures Incorporated (NASDAQ: LIVE) alleging that the company has violated securities laws.

Class period: December 28, 2016 and August 3, 2021

Lead applicant’s deadline: 12 October 2021

No obligation or cost to you.

Learn more about your recoverable losses in LIVE:

https://www.kleinstocklaw.com/pslra-1/live-ventures-incorporated-loss-submission-form?id=18746&from=5

Live Ventures Incorporated NEWS – LIVE NEWS

CLASS ACTION CASE DETAILS: The complaint filed alleges that Live Ventures Incorporated made materially false and / or misleading statements and / or failed to disclose that: 1) Live’s earnings per share for fiscal 2016 were in fact only 6.33 $ per share; (2) the Company used an artificially low number of shares to increase earnings per share by 40%; (3) Live had overstated pre-tax earnings for fiscal 2016 by 20% by including $ 915,500 of “other income” related to certain changes that were not negotiated until after the end of the fiscal year; (4) The acquisition of ApplianceSmart by Live was not finalized during the first quarter of 2017; (5) the use of December 30, 2017 as the “acquisition date” and the recognition of the income resulting from it did not comply with generally accepted accounting principles; (6) By falsely stating that the acquisition was completed during the quarter, Live recognized a windfall purchase gain, which allowed the Company to report positive net income in what would otherwise have been a unprofitable quarter; (7) between fiscal 2016 and fiscal 2018, the CEO of Live received approximately 94% more in compensation than was disclosed to investors; and (8) as a result of the foregoing, the Defendants’ positive statements regarding the business, operations and prospects of the Company were substantially misleading and / or lacked reasonable basis.

WHAT THIS MEANS FOR YOU AS A SHAREHOLDER: If you have suffered a loss in Live Ventures, you have up to 12 October 2021 apply to the court for principal applicant status. Your ability to participate in any recovery does not require you to serve as the principal applicant.

NO COT FOR YOU: If you purchased securities of Live Ventures during the relevant period, you may be entitled to compensation without payment of out-of-pocket expenses.

HOW TO PROTECT YOUR FINANCIAL INTERESTS: For more information on the LIVE trial, please contact J. Klein, Esq. by phone at 212-616-4899 or click on this link.

ABOUT THE KLEIN LAW FIRM

J. Klein, Esq. represents investors and participates in securities litigation involving financial fraud nationwide. Klein Law Firm is a litigation firm with experience in a wide range of areas including securities law, corporate finance and commercial litigation. Since 2011, our experienced lawyers have achieved superior results for our clients with a personalized approach. Lawyer advertising. Past results do not guarantee similar results.

CONTACT:

J. Klein, Esq.

Empire State Building

350 Fifth Avenue

59th floor

New York, New York 10118

jk@kleinstocklaw.com

Telephone: (212) 616-4899

Fax: (347) 558-9665

www.kleinstocklaw.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93825


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Bragar Eagel & Squire, PC Announces Class Action Lawsuit Has Been Filed Against Live Ventures Incorporated, Encourages Investors To Contact Firm https://www.tomaszpietak.com/bragar-eagel-squire-pc-announces-class-action-lawsuit-has-been-filed-against-live-ventures-incorporated-encourages-investors-to-contact-firm/ https://www.tomaszpietak.com/bragar-eagel-squire-pc-announces-class-action-lawsuit-has-been-filed-against-live-ventures-incorporated-encourages-investors-to-contact-firm/#respond Tue, 17 Aug 2021 01:41:15 +0000 https://www.tomaszpietak.com/bragar-eagel-squire-pc-announces-class-action-lawsuit-has-been-filed-against-live-ventures-incorporated-encourages-investors-to-contact-firm/ NEW YORK, August 17, 2021– (BUSINESS WIRE) – Bragar Eagel & Squire, PC, a nationally recognized shareholder rights law firm, announces that a class action lawsuit has been filed against Live Ventures Incorporated (“Live Ventures “or the” Company “) (Nasdaq: LIVE) in the United States District Court for the District of Nevada on behalf of […]]]>

NEW YORK, August 17, 2021– (BUSINESS WIRE) – Bragar Eagel & Squire, PC, a nationally recognized shareholder rights law firm, announces that a class action lawsuit has been filed against Live Ventures Incorporated (“Live Ventures “or the” Company “) (Nasdaq: LIVE) in the United States District Court for the District of Nevada on behalf of all persons and entities who purchased or otherwise acquired securities of Live Ventures between December 28 2016 and August 3, 2021, both dates inclusive (the “Class Period”). Investors have until October 12, 2021 to ask the court to be named lead plaintiffs in the lawsuit.

Click here to join the action.

On August 3, 2021, the United States Securities and Exchange Commission (“SEC”) filed a lawsuit against Live Ventures, its CEO and CFO alleging “multiple financial, disclosure and income reporting violations. and inflated profits. per share, share promotion and covert trading, and undisclosed executive compensation. Specifically, the SEC alleged that Live Ventures recorded income from a backdated contract, which increased pre-tax profit for fiscal 2016 by 20%, and underestimated the number of shares outstanding, which overestimated earnings per share by 40%.

Following this news, the Company’s share price fell $ 29.08, or 46%, to close at $ 33.50 per share on August 4, 2021, on unusually high trading volume.

The stock price continued to decline $ 7.74, or 23%, over the next four consecutive trading days to close at $ 25.76 per share on August 10, 2021.

The complaint filed in this class action alleges that throughout the class period, the defendants made materially false and / or misleading statements, and failed to disclose material adverse facts regarding the business, operations and prospects of the society. Specifically, the Defendants failed to disclose to investors: (1) that Live’s earnings per share for fiscal 2016 were in fact only $ 6.33 per share; (2) that the Company used an artificially low number of shares to increase earnings per share by 40%; (3) that Live overstated fiscal 2016 pre-tax earnings by 20% by including $ 915,500 of “other income” related to certain changes that were not negotiated until after fiscal year-end; (4) that the acquisition of ApplianceSmart by Live was not finalized during the first quarter of 2017; (5) that the use of December 30, 2017 as the “acquisition date” and the recognition of the income resulting from it did not comply with generally accepted accounting principles; (6) that by falsely stating that the acquisition was completed during the quarter, Live recognized a beneficial purchase gain, which allowed the Company to report a positive net profit over what would otherwise have been been an unprofitable quarter; (7) that between fiscal 2016 and fiscal 2018, the CEO of Live received approximately 94% more in compensation than was disclosed to investors; and (8) as a result, the Defendants’ statements regarding its business, operations and prospects were materially false and misleading and / or lacked reasonable basis at all material times.

If you have bought or acquired shares of Live Ventures and suffered a loss, are a long-term shareholder, have any information, want to know more about these claims or have questions regarding this announcement or your rights or interests in it of these questions, please contact Brandon Walker, Melissa Fortunato or Marion Passmore by email at investigations@bespc.com, by phone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation for you.

About Bragar Eagel & Squire, PC:

Bragar Eagel & Squire, PC is a nationally recognized law firm with offices in New York, California and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivatives and other complex litigation in state and federal courts across the country. For more information about the company, please visit www.bespc.com. Lawyer advertising. Past results do not guarantee similar results.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20210816005759/en/

Contacts

Bragar Eagel & Squire, PC
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
investigations@bespc.com
www.bespc.com


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