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The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes. This discussion and analysis contains forward-looking statements
that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors including, but not limited to, those discussed in Part I,
Item 1A. "Risk Factors." and elsewhere in this Annual Report on Form 10-K. See
"Forward Looking Statements" above for further explanation.

Overview


Resources Global Professionals is a global consulting firm helping clients match
the right professional talent needed to tackle transformation, change and
compliance challenges. As a next-generation human capital partner for our
clients, we specialize in solving today's most pressing business problems across
the enterprise in the areas of transactions, regulations, and transformations.
Our engagements are designed to leverage human connection and collaboration to
deliver practical solutions and more impactful results that power our clients,
consultants and partners' success.

Disrupting the professional services industry since our founding in 1996, we are
the "now of work" - attracting the best talent in an increasingly fluid
gig-oriented environment. Based in Irvine, California, with offices worldwide,
our agile human capital model attracts top-caliber professionals with in-demand
skillsets who seek a workplace environment that embraces flexibility,
collaboration and human connection. Our agile professional services model
quickly aligns the right resources for the work at hand with speed and
efficiency. Our approach to workforce strategy uniquely positions us to help our
clients transform their businesses and workplaces. See Part 1, Item 1 "Business"
for further discussions about our business and operations.

Key transformation initiatives


Over the last several years, we have made strides to ensure our company is truly
global, scalable and distinctive in our culture and approach to professional
services. We completed a number of transformative enterprise initiatives
including cultivating a more robust sales culture, adopting a center-led
operating model for sales, talent and delivery, refreshing the RGP brand, and
developing a digital pathway to serve our clients through building and
commercializing our digital engagement platform and enhancing our consulting
capabilities in the digital transformation space.

To optimize our sales organization, we aligned our sales process using tools
such as Salesforce.com and implemented a new incentive compensation program
focused on driving growth in our business with the appropriate metrics. In
addition, we focused on client-centricity, including the establishment of our
Strategic Client Account Program to serve a set of our largest global
multi-national clients with a dedicated account team and our key industry
vertical in healthcare. We will continue to invest in building broader and
deeper relationships in these important clients to enhance the stickiness of our
revenue stream.

Under the new operating model, we realigned our organizational structure,
largely defined by functional area rather than on an office location basis. We
reorganized our Advisory and Project Services function, a team of seller-doer
professionals whose primary responsibility is to shepherd sales pursuits and
engagement delivery on our more complex projects. We believe this team deepens
the scoping conversation, achieves value-oriented pricing and improves delivery
management through greater accountability and a more seamless customer
experience.

Through an extensive brand refresh project, we adopted a new brand identity
focused on our human-centered approach to serving clients and engaging with our
consultants. We believe the continued development of our new brand will attract
and retain both clients and consultants, supporting future revenue growth.

Over recent years, explosive technological innovation has fueled the rise of
digital transformation as a corporate imperative. Our clients have been forced
to rethink the way they do business to stay ahead and compete with digitally
native new entrants. In order to support our clients - including these digitally
native businesses-we have evolved significantly to help clients solve their
digital needs including automation, functional process redesign and technology
migration. We acquired Veracity in 2019 to help us build end-to-end digital
solutions for our clients who strive to automate workflows and increase
collaboration - which has become even more important given the increasingly
virtual nature of today's workforce as a result of the Pandemic.

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As the Pandemic struck in the fourth quarter of our fiscal 2020, we evolved our
business to be more virtual and borderless. We launched the Borderless Talent
initiative, changing our employment paradigm and client delivery model by
finding and matching qualified talent with appropriate skill sets for specific
project needs on a global basis. As remote work became more mainstream, our
borderless talent management and deployment further enhanced our capabilities to
serve multinational clients in a seamless manner, broadened our client reach in
markets where we do not have a physical presence, allowed for improved operation
efficiency while offering clients and consultants more choice and agility. As
the economy opens up, our ability to flex seamlessly between traditional
on-premise and virtual models will offer greater optionality in how we deliver
projects and our go-to-market motion. Supply and demand alignment is a key
operating principle which we believe can be truly streamlined in a world of
borderless talent. Removing the constraint of geo-fencing our consultants based
on locality has opened up new avenues of opportunity for both our clients and
our talent. This enables us to attract and retain talent on a broader geographic
basis and allows for additional opportunities in terms of prospect cultivation,
client engagement and project delivery.

For RGP's clients specifically, the Pandemic has hastened the shift to fluid
talent strategies as a dynamic force for improving corporate performance. In
other words, in a world filled with technology change, demographic shifts, and
economic uncertainty, having the right talent in the right place at the right
time has become an imperative to compete and thrive in today's business
environment. As we move into more of a post-pandemic environment, the added
dimension of evolving labor preferences toward remote work, additional
flexibility and increased choice, has resulted in drastic changes to the human
capital marketplace. These factors explain why a growing number of large
enterprises now define staffing needs with agility in mind. We believe the agile
talent strategies that are taking hold today, play to our strengths and
capabilities.

Strategic areas of intervention for the 2021 financial year

Our strategic focus areas in FY2021 were:

Continue our digital expansion with the launch of our human cloud platform and increased market penetration for the business we acquired from Veracity

Develop our core business through our strategic vertical programs for customers and industry

? Size and control our cost structure globally, and optimize our operations to achieve higher operating leverage


Our primary area of focus for fiscal 2021 was digital expansion and we have made
solid strides in this area. We are substantially ready to pilot our human cloud
platform with select clients in the fall of calendar 2021, which introduces a
new way for clients and talent alike to engage with us. Our efforts also include
expanding the go-to-market penetration for Veracity and launching a new Digital
Technology Practice in the Asia Pacific region, which is expected to enhance our
abilities to provide digital transformation and technology consulting services
from strategy and roadmap to technical implementation. Our focus on introducing
Veracity more broadly to our client base and integrating Veracity with the rest
of the RGP business operations has generated positive returns throughout fiscal
2021, with Veracity revenue growing 39.2% compared to fiscal 2020 and the
Technology and Digital solution offerings becoming one of the key drivers for
accelerating the overall RGP revenue recovery during fiscal 2021. We believe the
Pandemic and the resulting increase in virtual or remote delivery arrangements
have and will continue to accelerate digital transformation agendas in our
existing client base and create opportunities for us to engage with new clients.

The second focus area for this fiscal year was building our core business,
including through the growth of our strategic client and key industry vertical
programs, particularly in healthcare. The continued evolution of our delivery
model to be more flexible, virtual and borderless has allowed us to expand
opportunities within existing core clients and markets as well as to uncover
opportunities to effectively serve new clients in new markets. We are working to
further penetrate our existing core accounts at a time when many are looking to
reduce fixed costs by moving toward more flexible workforce strategies and
building relationships with higher value partners for project execution needs.
We are also actively extending our offerings to new buyers within these
organizations - like Chief Digital, Chief People and Chief Marketing Officers.
We see strong growth momentum in our biggest clients and robust opportunity in
the healthcare industry from pharmaceutical to medical device to payor and
provider, including in practice areas such as revenue cycle optimization,
clinical trials process redesign and supply chain transformation. We believe
these client needs align well with the capabilities of our dedicated industry
group.

Finally, with the goal to strengthen the business and right size our cost
structure globally, we have substantially completed our restructuring
initiatives across North America, APAC and Europe. The North America and APAC
Plan, which we initiated in the fourth quarter of fiscal 2020, and the European
Plan which we initiated in the second quarter of fiscal 2021 (collectively, the
" Restructuring Plans"), consisted of two key components: (i) an effort to
streamline the management and organizational structure and eliminate certain
positions as well as exit certain markets to focus on core solution offerings
and core high growth clients; and (ii) a strategic rationalization of our
physical geographic footprint and real estate spend to focus investment dollars
on high growth core markets for greater impact. As of May 29, 2021, we have
substantially completed the reduction in force under the Restructuring Plans,
and recognized substantially all of the associated expected employee termination
costs. Additionally, we made solid progress in executing our real estate exit
strategy, with all of the planned lease terminations in Europe and 79% of the
planned lease terminations in North America completed as of May 29, 2021,
generating substantial savings in occupancy costs. We expect to continue to push
for a more virtual footprint beyond the

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Restructuring Plans, although the exact amount and timing of the expenses and
resulting payments associated with our real estate exit plans are subject to a
number of variables which may not be within our control, such as the condition
of the real estate/leasing market. We believe the successful execution of the
Restructuring Plans has allowed us to operate with agility, resilience and
efficiency heading into fiscal 2022.

See Note 13 - Restructuring Activities in the Notes to the Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form
10-K and "Results of Operations" below for additional disclosures regarding the
impact of the Restructuring Plans on our results of operations and cash flows
during the year ended May 29, 2021.

Impact and outlook of COVID-19


The Pandemic has adversely impacted our business in the past year including,
among other things, reducing demand for or delaying client decisions to procure
our services. In response to the Pandemic, we evolved our operating model to be
more virtual and borderless. The move to virtual and borderless talent helped us
manage supply and demand more efficiently, which resulted in faster revenue
generation and reduced consultant turnover, mitigating the negative impact of
the Pandemic.

During fiscal 2021, our revenue declined 10.5% from the prior year, or 10.2% on
a same day constant currency basis, as the Pandemic started to impact the
Company on a worldwide basis in the fourth quarter of fiscal 2020. We reached a
trough in our revenue during the first quarter of fiscal 2021 and have since
experienced a steady recovery in each sequential quarter thereafter. By the
fourth quarter of fiscal 2021, our revenue, although declined 3.5% year over
year, exceeded the prior year quarter on a same day constant currency basis by
1.2%. Given the timing of our fiscal period and the latent impact of the
Pandemic in the fourth quarter of fiscal 2020, we did not yet see the full
impact of the recovery from the Pandemic in our results in the fourth quarter of
fiscal 2021. While the adverse financial impact of the Pandemic is undeniable,
it has also accelerated certain macro trends that we believe allow us to operate
from a position of strength. These include the increased use of contingent
talent, virtual or remote delivery becoming mainstream and new client attitudes
toward borderless talent models. The increasing value that CEO and other C-suite
decision-makers place on workforce flexibility and agility helped propel the
robust momentum in our professional staffing revenue growth in fiscal 2021. In
strengthening our core business, we expect to continue to evolve our client
engagement and talent delivery model to take advantage of these important
shifts.

As further described in "Fiscal 2021 Strategic Focus Areas" above, we have
substantially completed our restructuring initiatives across the globe as of the
end of fiscal 2021. We believe these actions initiated ahead of the onset of the
Pandemic have enabled us to operate with greater agility, as we seek to ensure
our organizational health and resilience, and weather the challenges associated
with the Pandemic. In order to strengthen our liquidity during the Pandemic, we
took proactive measures to increase our cash on hand including, but not limited
to, borrowing $39 million under our secured revolving credit facility in the
fourth quarter of fiscal 2020, reducing discretionary spending, and focusing on
receivables collections efforts. We also elected to defer the deposit of our
employer portion of social security taxes from April to December 2020, as
provided for under the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act"). Due to our focused efforts to contain costs and manage working
capital, we generated healthy cash flows from our operations to afford the
ability to repay a total of $45 million on our borrowings during fiscal 2021 and
another $10 million subsequently on June 9, 2021. In addition, we elected to
repay a total of $6.3 million in deferred deposit of our employer portion of
social security taxes prior to May 29, 2021. See "Liquidity and Capital
Resources" below for additional information. Until we have further visibility
into the continued lingering impact of the Pandemic on the global economy, we
will remain focused on the health of our balance sheet and liquidity, cost
containment and strategic allocation of resources to drive key growth
initiatives in core markets and the expansion of our digital capabilities.

As of the close of fiscal 2021, our operations have stabilized in a majority of
the markets in which we operate, although we expect that some lingering adverse
effects of the Pandemic could continue into fiscal 2022. The full extent to
which the Pandemic impacts our business will depend on future developments that
are highly uncertain and cannot be predicted, including new information that may
emerge concerning the severity of the virus and the actions to contain its
impact, the impacts of new variants of the virus, and the timing, distribution,
efficacy and public acceptance of vaccines and other treatments for COVID-19.

Heading into fiscal 2022, we are encouraged by the revenue acceleration and the
continued improvements in sales and pipeline metrics, including win percentage,
close won amount and average deal size, as well as the continued recovery of our
average bill rate, as our clients rebound from the challenges caused by the
Pandemic and resume or increase their discretionary spending, especially on
advisory projects driven by digital transformation imperatives as a result of
the Pandemic, and continue to shift towards a more agile workforce model. With
sustained strength in our pipeline and accelerated revenue conversion, we remain
optimistic about our position to capitalize on the positive dynamic of an
economy in continued recovery.

Critical accounting conventions and estimates


The discussion and analysis of our financial condition and results of operations
included in this Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, are based upon our Consolidated Financial
Statements, which

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have been prepared in accordance with GAAP in the United States. The preparation
of these financial statements requires us to make estimates and judgments 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.

We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities. Actual results may differ from these estimates under different
assumptions or conditions.

The following represents a summary of our critical accounting policies and
estimates, defined as those policies and estimates we believe: (a) are the most
important to the portrayal of our financial condition and results of operations
and (b) involve inherently uncertain issues that require management's most
subjective or complex judgments.

Allowance for doubtful accounts - We maintain an allowance for doubtful accounts
for estimated losses resulting from our clients failing to make required
payments for services rendered. We estimate this allowance based upon our
knowledge of the financial condition of our clients (which may not include
knowledge of all significant events), review of historical receivable and
reserve trends and other pertinent information. While such losses have
historically been within our expectations and the provisions established, we
cannot guarantee that we will continue to experience the same credit loss rates
we have in the past. As of May 29, 2021 and May 30, 2020, we had an allowance
for doubtful accounts of $2.0 million and $3.1 million, respectively. A
significant change in the liquidity or financial position of our clients could
cause unfavorable trends in receivable collections and additional allowances may
be required. These additional allowances could materially affect our future
financial results.

Income taxes - In order to prepare our Consolidated Financial Statements, we are
required to make estimates of income taxes, if applicable, in each jurisdiction
in which we operate. The process incorporates an assessment of any income
subject to taxation in each jurisdiction together with temporary differences
resulting from different treatment of transactions for tax and financial
statement purposes. These differences result in deferred tax assets and
liabilities that are included in our Consolidated Balance Sheets. The recovery
of deferred tax assets from future taxable income must be assessed and, to the
extent recovery is not likely, we will establish a valuation allowance. An
increase in the valuation allowance results in recording additional tax expense
and any such adjustment may materially affect our future financial result. If
the ultimate tax liability differs from the amount of tax expense we have
reflected in the Consolidated Statements of Operations, an adjustment of tax
expense may need to be recorded and this adjustment may materially affect our
future financial results and financial condition. We also evaluate our uncertain
tax positions and only recognize the tax benefit from an uncertain tax position
if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such
positions are measured based on the largest benefit that has a greater than 50
percentage likelihood of being realized upon settlement. We record a liability
for unrecognized tax benefits resulting from uncertain tax positions taken or
expected to be taken in a tax return. Any change in judgment related to the
expected ultimate resolution of uncertain tax positions is recognized in
earnings in the period in which such change occurs. As of May 29, 2021 and May
30, 2020, a valuation allowance of $13.3 million and $11.1 million was
established on deferred tax assets totaling $31.9 million and $25.1 million,
respectively. Our income tax for the years ended May 29, 2021, May 30, 2020 and
May 25, 2019 was a benefit of $2.5 million, an expense of $6.9 million and an
expense of $16.5 million, respectively. Our total liability for unrecognized tax
benefits was $0.9 million and $0.8 million as of May 29, 2021 and May 30, 2020,
respectively.

Revenue recognition - Revenues are recognized when control of the promised
service is transferred to our clients, in an amount that reflects the
consideration expected in exchange for the services. Revenue is recorded net of
sales or other transaction taxes collected from clients and remitted to taxing
authorities. Revenues from contracts are recognized over time, based on hours
worked by our professionals. The performance of the agreed-upon service over
time is the single performance obligation for revenues. Certain clients may
receive discounts (for example, volume discounts or rebates) to the amounts
billed. These discounts or rebates are considered variable consideration.
Management evaluates the facts and circumstances of each contract and client
relationship to estimate the variable consideration assessing the most likely
amount to recognize and considering management's expectation of the volume of
services to be provided over the applicable period. Rebates are the largest
component of variable consideration and are estimated using the most likely
amount method prescribed by Accounting Standards Codification Topic 606, Revenue
from Contracts with Customers, contracts terms and estimates of revenue.
Revenues are recognized net of variable consideration to the extent that it is
probable that a significant reversal of revenues will not occur in subsequent
periods. Changes in estimates would result in cumulative catch-up adjustments
and could materially impact our financial results. Rebates recognized as
contra-revenue for the years ended May 29, 2021, May 30, 2020 and May 25, 2019
were $2.6 million, $1.4 million and $1.5 million, respectively.

Stock-based compensation - Under our 2020 Performance Incentive Plan, officers,
employees, and outside directors have received or may receive grants of
restricted stock, restricted stock units, performance stock units, options to
purchase common stock or other stock or stock-based awards. Under our ESPP,
eligible officers and employees may purchase our common stock in accordance with
the terms of the plan.

We estimate the fair value of stock-based payment awards on the date of grant as
described below. We determine the estimated value of restricted stock and
restricted stock unit awards using the closing price of our common stock on the
date of grant. We have

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elected to use the Black-Scholes option-pricing model for our stock options and
stock purchased under our ESPP which takes into account assumptions regarding a
number of highly complex and subjective variables. These variables include the
expected stock price volatility over the term of the awards and actual and
projected employee stock option exercise behaviors. Additional variables to be
considered are the expected term, expected dividends and the risk-free interest
rate over the expected term of our employee stock options. We use our historical
volatility over the expected life of the stock option award and ESPP option
award to estimate the expected volatility of the price of our common stock. The
risk-free interest rate assumption is based upon observed interest rates
appropriate for the term of our employee stock options. The impact of expected
dividends ($0.14 per share for each quarter during fiscal 2021 and 2020 and
$0.13 per share for each quarter during fiscal 2019) is also incorporated in
determining the estimated value per share of employee stock option grants and
purchases under our ESPP. Such dividends are subject to quarterly board of
director approval. Our expected life of stock option grants is 5.6 years for
non-officers and 8.1 years for officers, and the expected life of grants under
our ESPP is 6 months. We review the underlying assumptions related to
stock-based compensation at least annually or more frequently if we believe
triggering events exist.

In addition, because stock-based compensation expense recognized in the
Consolidated Statements of Operations is based on awards ultimately expected to
vest, it is reduced for estimated forfeitures. Forfeitures are estimated at the
time of grant and revised in subsequent periods if actual forfeitures differ
from those estimates. Forfeitures are estimated based on historical experience.
We review the underlying assumptions related to stock-based compensation at
least annually or more frequently if we believe triggering events exist. If
facts and circumstances change and we employ different assumptions in future
periods, the compensation expense recorded may differ materially from the amount
recorded in the current period. Stock-based compensation expense for the years
ended May 29, 2021, May 30, 2020 and May 25, 2019 was $6.6 million, $6.1 million
and $6.6 million, respectively.

Valuation of long-lived assets - For long-lived tangible and intangible assets,
including property and equipment, right-of-use assets, and finite-lived
intangible assets, we assess the potential impairment periodically or whenever
events or changes in circumstances indicate the carrying value may not be
recoverable from the estimated undiscounted expected future cash flows expected
to result from their use and eventual disposition. In cases where the estimated
undiscounted expected future cash flows are less than net book value, an
impairment loss is recognized equal to the amount by which the net book value
exceeds the estimated fair value of assets. We performed our assessment of
potential qualitative impairment indicators of long-lived assets, including
property and equipment, right-of-use assets outside of exited markets, and
finite-lived intangible assets as of May 29, 2021. We determined that for such
long-lived assets, no impairment indicators were present as of May 29, 2021, and
no impairment charge was recorded during fiscal 2021. For right-of-use assets
within exited markets as we continue to execute the Restructuring Plans and move
towards a more virtual footprint in certain markets, we assess the potential
impairment whenever an impairment indicator was present. For further discussion
regarding impairment of right-of-use assets in exited markets, see Note 13 -
Restructuring Activities in the Notes to the Consolidated Financial Statements
included in Part II, Item 8 of this Annual Report on Form 10-K. Estimating
future cash flows requires significant judgment, and our projections may vary
from the cash flows eventually realized. Future events and unanticipated changes
to assumptions could result in an impairment in the future. Although the
impairment is a non-cash expense, it could materially affect our future
financial results and financial condition.

Valuation of goodwill - Goodwill represents the excess of the purchase price
over the fair value of the net tangible and identifiable intangible assets
acquired in each business combination. We evaluate goodwill for impairment
annually on the last day of our fiscal year, and whenever events indicate that
it is more likely than not that the fair value of a reporting unit could be less
than its carrying amount. In assessing the recoverability of goodwill, we make a
series of assumptions including forecasted revenue and costs, estimates of
future cash flows, discount rates and other factors, which requires significant
judgment. A potential impairment in the future, although a non-cash expense,
could materially affect our financial results and financial condition.

In testing the goodwill of our reporting units for impairment, we have the
option to first assess qualitative factors to determine whether it is more
likely than not that the fair value of each of our reporting units is less than
their respective carrying amounts. If it is deemed more likely than not that the
fair value of a reporting unit is greater than its carrying value, no further
testing is needed and goodwill is not impaired. Otherwise, the next step is a
quantitative comparison of the fair value of the reporting unit to its carrying
amount. We have the option to bypass the qualitative assessment for any
reporting unit and proceed directly to performing the quantitative goodwill
impairment test. If a reporting unit's estimated fair value is equal to or
greater than that reporting unit's carrying value, no impairment of goodwill
exists and the testing is complete. If the reporting unit's carrying amount is
greater than the estimated fair value, then a non-cash impairment charge is
recorded for the amount of the difference, not exceeding the total amount of
goodwill allocated to the reporting unit.

Under the quantitative analysis, the estimated fair value of goodwill is
determined by using a combination of a market approach and an income approach.
The market approach estimates fair value by applying revenue and EBITDA
multiples to each reporting unit's operating performance. The multiples are
derived from guideline public companies with similar operating and investment
characteristics to our reporting units, and are evaluated and adjusted, if
needed, based on specific characteristics of the reporting units relative to the
selected guideline companies. The market approach requires us to make a series
of assumptions that involve significant judgment, such as the selection of
comparable companies and the evaluation of the multiples. The income approach
estimates fair value based on our estimated future cash flows of each reporting
unit, discounted by an estimated weighted-average cost of capital that reflects
the relevant

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risks associated with each reporting unit and the time value of money. The
income approach also requires us to make a series of assumptions that involve
significant judgment, such as discount rates, revenue projections and adjusted
EBITDA margin projections. We estimate our discount rates on a blended rate of
return considering both debt and equity for comparable guideline public
companies. We forecast our revenue and adjusted EBITDA margin based on
historical experience and internal forecasts about future performance.

The following is a discussion of our goodwill impairment tests performed during fiscal 2021.

Goodwill impairment test for the second quarter of 2021


As further discussed in Note 2 - Summary of Significant Accounting Policies and
Note 18 - Segment Information and Enterprise Reporting in the Notes to the
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K and in "Operating Results of Segment" below, effective in
the second quarter of fiscal 2021, we revised our historical one segment
position and identified the following new operating segments: RGP, taskforce and
Sitrick, each of which represents a reporting unit. Concurrent with the segment
change, we completed a goodwill impairment assessment using the quantitative
analysis, as further discussed above, and concluded that no goodwill impairment
existed immediately before or after the change in segment reporting. We
reallocated goodwill to the new reporting units on the relative fair value
basis.

Annual analysis of goodwill impairment 2021


We performed our annual goodwill impairment test as of May 29, 2021 on our three
reporting units. Considering the recent quantitative goodwill impairment
analysis completed and the conclusion reached, we elected to perform a
qualitative analysis and assessed the relevant events and circumstances to
determine if it is more likely than not that the fair value of any of our
reporting units is less than its respective carrying amount. We considered such
events and circumstance including, macroeconomic factors, industry and market
conditions, financial performance indicators and measurements, and other
factors. Based on our assessment of these factors, we do not believe that it is
more likely than not that the fair value of any of our reporting units is less
than its respective carrying value, and no further testing is needed. We
concluded that there was no goodwill impairment as of May 29, 2021.

While we believe that the assumptions underlying our quantitative and
qualitative assessment are reasonable, these assumptions could have a
significant impact on whether or not a non-cash impairment charge is recognized
and also the magnitude of such charge. The results of an impairment analysis are
as of a point in time. There is no assurance that the actual future earnings or
cash flows of our reporting units will be consistent with our projections. We
will continue to monitor any changes to our assumptions and will evaluate
goodwill as deemed warranted during future periods.

Business combinations - We allocate the fair value of the purchase consideration
of our acquisitions to the tangible assets, liabilities, and intangible assets
acquired based on their estimated fair values. Purchase price allocations for
business acquisitions require significant judgments, particularly with regards
to the determination of value of identifiable assets, liabilities, and goodwill.
Often third-party specialists are used to assist in valuations requiring complex
estimation. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as goodwill.
Acquisition-related expenses are recognized separately from the business
combination and are expensed as incurred.

Purchase agreements related to certain business acquisitions may include
provisions for the payment of additional cash consideration if certain future
performance conditions are met. These contingent consideration arrangements are
recognized at their acquisition date fair value and included as part of the
purchase price at the acquisition date. These contingent consideration
arrangements are classified as accrued liabilities or other long-term
liabilities in our Consolidated Balance Sheets and are remeasured to fair value
at each reporting period, with any change in fair value being recognized in the
applicable period's results of operations. Measuring the fair value of
contingent consideration at the acquisition date, and for all subsequent
remeasurement periods, requires a careful examination of the facts and
circumstances to determine the probable resolution of the contingency(ies). We
utilize the Monte Carlo simulation model and estimate fair value of the
contingent consideration based on unobservable input variables related to
meeting the applicable contingency conditions as per the terms of the applicable
agreements. Total contingent consideration liabilities were $7.1 million and
$7.9 million as of May 29, 2021 and May 30, 2020, respectively. Contingent
consideration adjustment was an expense of $4.5 million and $0.8 million,
respectively, for the years ended May 29, 2021 and May 30, 2020, respectively,
and a benefit of $0.6 million for the year ended May 25, 2019.

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Results of operations

The following tables present, for the periods indicated, the data of our consolidated statements of earnings. These historical results are not necessarily indicative of future results.


Our operating results for the periods indicated are expressed as a percentage of
revenue below. The fiscal years ended May 29, 2021, May 30, 2020 and May 25,
2019 consisted of 52, 53, and 52 weeks, respectively. (Amounts in thousands,
except percentages.)

                                                        For the Years Ended
                                          May 29,             May 30,             May 25,
                                           2021                2020                2019
Revenue                               $ 629,516 100.0 %   $ 703,353 100.0 %   $ 728,999 100.0 %
Direct cost of services                 388,112  61.7       427,870  60.8       446,560  61.3
Gross profit                            241,404  38.3       275,483  39.2       282,439  38.7
Selling, general and                    209,326  33.3       228,067  32.4       223,802  30.7
administrative expenses
Amortization of intangible assets         5,228   0.8         5,745   0.8         3,799   0.5
Depreciation expense                      3,897   0.6         5,019   0.8         4,679   0.6
Income from operations                   22,953   3.6        36,652   5.2        50,159   6.9
Interest expense, net                     1,600   0.2         2,061   0.3         2,190   0.3
Other income                            (1,331) (0.2)         (637) (0.1)             -     -
Income before provision for              22,684   3.6        35,228   5.0        47,969   6.6
income taxes
Income tax (benefit) expense            (2,545) (0.4)         6,943   1.0        16,499   2.3
Net income                            $  25,229   4.0 %   $  28,285   4.0 %   $  31,470   4.3 %


Non-GAAP Financial Measures

We use certain non-GAAP financial measures to assess our financial and operating
performance that are not defined by, or calculated in accordance with GAAP. A
non-GAAP financial measure is defined as a numerical measure of a company's
financial performance that (i) excludes amounts, or is subject to adjustments
that have the effect of excluding amounts, that are included in the comparable
measure calculated and presented in accordance with GAAP in the Consolidated
Statements of Operations; or (ii) includes amounts, or is subject to adjustments
that have the effect of including amounts, that are excluded from the comparable
measure so calculated and presented.

Our principal non-GAAP financial measures are listed below and reflect how we assess our results of operations.

Same-day constant currency income is adjusted for the following:

o Currency impact. In order to eliminate the impact of exchange rate fluctuations, we calculate the turnover in constant currencies, which represents the result that would have been obtained if the exchange rates of the current period had been the same as those in force over the previous comparable period.


oBusiness days impact. In order to remove the fluctuations caused by comparable
periods having a different number of business days, we calculate same day
revenue as current period revenue (adjusted for currency impact) divided by the
number of business days in the current period, multiplied by the number of
business days in the comparable prior period. The number of business days in
each respective period is provided in the "Number of Business Days" section in
the table below.

?Adjusted EBITDA is calculated as net income before amortization of intangible
assets, depreciation expense, interest and income taxes plus stock-based
compensation expense, restructuring costs, and plus or minus contingent
consideration adjustments. Adjusted EBITDA at the segment level excludes certain
shared corporate administrative costs that are not practical to allocate.

• Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

Same day turnover in constant currency

Same-day constant currency earnings help management assess revenue trends on a more comparable and consistent basis. We believe this metric also provides more clarity to our investors in assessing our baseline operating performance and facilitates a comparison of that performance from period to period. The following table provides a reconciliation of same-day constant currency revenue to revenue, the most directly comparable GAAP financial measure, by geographic area.


?

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                                   RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
                                    Three Months Ended              Three Months Ended              For the Years Ended
Revenue by Geography            May 29,       February 27,          May 29,        May 30,          May 29,        May 30,
                                 2021             2021                2021          2020              2021           2020
(Amounts in thousands,                (Unaudited)                       (Unaudited)                 (Unaudited, except for
except number of business                                                                                GAAP amounts)
days)
North America
As reported (GAAP)            $ 141,518     $      127,913       $   141,518     $ 148,568       $   512,777     $  580,185
Currency impact                     (4)                                (384)                               8
Business days impact            (8,709)                                8,685                           6,105
Same day constant currency
revenue                       $ 132,805                          $   149,819                     $   518,890

Europe
As reported (GAAP)            $  19,371     $       17,751       $    19,371     $  18,383       $    72,496     $   74,546
Currency impact                      37                              (1,817)                         (4,679)
Business days impact                316                                1,570                             938
Same day constant currency
revenue                       $  19,724                          $    19,124                     $    68,755

Asia Pacific
As reported (GAAP)            $  11,429     $       10,967       $    11,429     $  11,618       $    44,243     $   48,622
Currency impact                     222                                (405)                         (1,241)
Business days impact              (188)                                  711                             870
Same day constant currency
revenue                       $  11,463                          $    11,735                     $    43,872

Total Consolidated
As reported (GAAP)            $ 172,318     $      156,631       $   172,318     $ 178,569       $   629,516     $  703,353
Currency impact                     255                              (2,606)                         (5,912)
Business days impact            (8,581)                               10,966                           7,913
Same day constant currency
revenue                       $ 163,992                          $   180,678                     $   631,517

Number of Business Days
North America (1)                    65                 61                65            69               252            255
Europe (2)                           62                 63                62            67               253            257
Asia Pacific (2)                     62                 61                62            66               247            252

(1) This represents the number of working days in the we
(2) This represents the number of working days in the countries where income is most concentrated in geography.



?

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Adjusted EBITDA and Adjusted EBITDA margin


Adjusted EBITDA and Adjusted EBITDA Margin assist management in assessing our
core operating performance. We also believe these measures provide investors
with useful perspective on underlying business results and trends and facilitate
a comparison of our performance from period to period. The following table
presents Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated
and includes a reconciliation of such measures to net income, the most directly
comparable GAAP financial measure:

                                      Three Months Ended              For the Years Ended
                                      May 29,      May 30,      May 29,     May 30,    May 25,
                                       2021         2020         2021        2020       2019
                                            (Amounts in thousands, except percentages)
Net income                          $    23,248   $   4,067    $  25,229   $  28,285  $  31,470
Adjustments:
Amortization of intangible assets         1,104       1,592        5,228       5,745      3,799
Depreciation expense                        943       1,106        3,897       5,019      4,679
Interest expense, net                       284         535        1,600       2,061      2,190
Income tax (benefit) expense            (7,814)       2,948      (2,545)       6,943     16,499
Stock-based compensation expense          1,674       1,408        6,613       6,057      6,570
Restructuring costs                       (185)       4,982        8,260       4,982          -
Contingent consideration adjustment       1,460       1,914        4,512         794      (590)
Adjusted EBITDA                     $    20,714   $  18,552    $  52,794   $  59,886  $  64,617
Revenue                             $   172,318   $ 178,569    $ 629,516   $ 703,353  $ 728,999
Adjusted EBITDA Margin                    12.0%       10.4%         8.4%        8.5%       8.9%


Our non-GAAP financial measures are not measurements of financial performance or
liquidity under GAAP and should not be considered in isolation or construed as
substitutes for revenue, net income or other cash flow data prepared in
accordance with GAAP for purposes of analyzing our revenue, profitability or
liquidity. Further, a limitation of our non-GAAP financial measures is they
exclude items detailed above that have an impact on our GAAP reported results.
Other companies in our industry may calculate these non-GAAP financial measures
differently than we do, limiting their usefulness as a comparative measure.
Because of these limitations, these non-GAAP financial measures should not be
considered a substitute but rather considered in addition to performance
measures calculated in accordance with GAAP.

Year ended May 29, 2021 Compared to the closed financial year May 30, 2020

Percentage change calculations are based on amounts in thousands. Fiscal 2021 had 52 weeks while fiscal 2020 had 53 weeks.


Revenue.  Revenue decreased $73.8 million, or 10.5%, to $629.5 million for the
year ended May 29, 2021 from $703.4 million for the year ended May 30, 2020.
Billable hours decreased by 10.4% year-over-year in fiscal 2021, while the
average bill rate remained relatively consistent between the two periods. In
fiscal 2021, we approached pricing opportunistically with certain clients when
warranted but remained cautious to recover concessions and rebates extended
during the Pandemic. On a same day constant currency basis, revenue decreased
$71.8 million, or 10.2%, to $631.5 million for the year ended May 29, 2021 from
$703.4 million for the year ended May 30, 2020.

The following table represents our consolidated revenues according to GAAP by geographic region:

                                 For the Years Ended
                      May 29,                               May 30,
                       2021                                  2020
                      (Amounts in thousands, except percentages)
North America $      512,777     81.5 %                 $ 580,185  82.5 %
Europe                72,496     11.5                      74,546  10.6
Asia Pacific          44,243      7.0                      48,622   6.9
Total         $      629,516    100.0 %                 $ 703,353 100.0 %


Revenue declined across all geographies during fiscal 2021 as compared to fiscal
2020 due to the adverse impact of the Pandemic and fewer business days in each
geography in fiscal 2021.

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North America experienced the most significant decline at 11.6%. Revenue level
troughed during the first quarter of fiscal 2021 and has since recovered
steadily in each quarter thereafter as uncertainties related to the Pandemic
began to subside beginning in the second fiscal quarter as vaccine development
advanced. We experienced sustained improvement in revenue momentum, especially
in the fourth quarter, as both pipeline and sales productivity continued to pick
up, resulting from the combination of better operational execution and some
level of pent-up demand, especially in advisory projects, as clients begin to
resume their discretionary spending and continue to accelerate their digital and
workforce paradigm transformations. Certain macro trends accelerated by the
Pandemic, including increased use of contingent talent and the shift towards a
more agile workforce model also helped propel the momentum in professional
staffing in fiscal 2021. Our European and Asia Pacific region experienced
similar trends as North America in fiscal 2021 due to the Pandemic, albeit with
a more modest decline of 2.7% and 9.0%, respectively. Europe's revenue decline
of $2.1 million in fiscal 2021 was driven by the decline in revenue of $2.6
million as a result of exiting certain markets in connection with our
restructuring initiative, partially offset by revenue growth in certain other
European markets, as we continue to adopt an integrated global go-to-market
approach to focus on serving our tier one multi-national clients in this region.
Despite sporadic COVID-19 outbreaks in certain parts of Asia in the second half
of fiscal 2021, revenue in Asia Pacific returned to pre-Pandemic level by the
end of the fourth quarter.

To capitalize on the upward momentum in the macro environment across all three
geographies, we focused our efforts on our strategic client accounts, core
markets, key solution offerings as well as key industry verticals, and drove
meaningful acceleration and growth in the second half of the fiscal year. During
the fourth quarter of fiscal 2021, we achieved a 16.9% rebound in consolidated
revenue compared to the first quarter trough in fiscal 2021. Although still a
decline of 3.5% year over year, revenue in the fourth quarter of fiscal 2021
improved 1.2% from the prior year quarter on the same day constant currency
basis. Given the timing of our fiscal period and the latent impact of the
Pandemic in the fourth quarter of fiscal 2020, we did not yet see the full
impact of the recovery from the Pandemic in our results in the fourth quarter of
fiscal 2021.

Direct Cost of Services.  Direct cost of services decreased $39.8 million, or
9.3%, to $388.1 million for the year ended May 29, 2021 from $427.9 million for
the year ended May 30, 2020. The decrease is primarily due to a 10.4% decrease
in billable hours between the two periods offset slightly by a 2.0% increase in
the average consultant pay rates from fiscal 2020 to fiscal 2021.

Direct cost of services as a percentage of revenue was 61.7% for the year ended
May 30, 2021 compared to 60.8% for the year ended May 30, 2020. The increased
percentage compared to the prior year was partially attributable to an increase
in the pay/bill ratio of 60 basis points, as the 0.8% increase in average bill
rate was outpaced by the 2.0% increase in average pay rate during fiscal 2021
compared to fiscal 2020. This was primarily caused by a more opportunistic
pricing approach with certain clients, while offering competitive pay rates to
consultants as the labor market continues to tighten. Additionally, the increase
in non-billable pay and unfavorable healthcare costs further contributed to the
increased direct cost of services as a percentage of revenue. These negative
impacts were partially offset by lower passthrough revenue from client
reimbursement and less holiday pay due to the timing of the Memorial Day holiday
which occurred after our fiscal 2021 year-end. Our target direct cost of
services percentage is 60%.

The number of consultants on assignment at the end of FY2021 was 2,902 compared to 2,495 at the end of FY2020.


Selling, General and Administrative Expenses ("SG&A").  SG&A expenses were
$209.3 million, or 33.3% as a percentage of revenue, for the fiscal year ended
May 29, 2021 compared to $228.1 million, or 32.4% as a percentage of revenue,
for the fiscal year ended May 30, 2020. Contingent consideration and
restructuring costs contributed $12.8 million and $5.8 million to SG&A expense
in fiscal 2021 and 2020, respectively. Excluding contingent consideration and
restructuring costs, SG&A expense improved $25.7 million, or 11.6%, compared to
fiscal 2020. Management compensation and bonus and occupancy costs were reduced
by $12.5 million and $3.5 million, respectively, compared to the prior year,
primarily as a result of the restructuring initiatives the Company undertook at
the end of fiscal 2020 and one less week included in fiscal 2021 compared to
fiscal 2020. The Company continued to benefit from its virtual work environment
and disciplined cost measures, reducing general business expenses by $5.7
million compared to the prior year. Additionally, the Company reduced its bad
debt expense by $1.9 million compared to the prior year, as strengthened
collections drove improvement in accounts receivable aging. The Company reduced
its legal costs by $2.0 million primarily due to its continued spending
discipline and the recovery of $1.0 million of legal costs during fiscal 2021
related to a collection case. Contingent consideration expense was $4.5 million
in fiscal 2021 compared to $0.8 million in fiscal 2020.

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Restructuring charges. We initiated our North America and APAC Plan in March
2020 and the European Plan in September 2020. All employee termination and
facility exit costs incurred under the Restructuring Plans were associated with
the RGP segment, as further discussed in Note 18 - Segment Information and
Enterprise Reporting in the Notes to the Consolidated Financial Statements
included in Part II, Item 8 of this Annual Report on Form 10-K. Restructuring
costs for the years ended May 29, 2021 and May 30, 2020 were as follows (in
thousands):

                           For the Year Ended May 29, 2021            For 

the year ended May 30, 2020

                       North America     European                 North America     European
                       and APAC Plan       Plan        Total      and APAC Plan       Plan        Total
Employee
termination costs     $         1,024   $    4,838   $   5,862   $          3,927   $       -   $    3,927
Real estate exit
costs                           1,052          666       1,718              1,055           -        1,055
Other costs                         -          680         680                  -           -            -
Total restructuring
costs                 $         2,076   $    6,184   $   8,260   $          

$ 4,982 – $ 4,982



For further information on our restructuring initiatives, please refer to Note
13 - Restructuring Activities in the Notes to the Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K and
"Fiscal 2021 Strategic Focus Areas" above.

Amortization and Depreciation Expense.  Amortization of intangible assets was
$5.2 million and $5.7 million in fiscal 2021 and fiscal 2020, respectively. The
decrease in amortization expense is primarily due to certain acquired intangible
assets being fully amortized at the end of the first quarter in fiscal 2021,
partially offset by the amortization of identifiable intangible assets acquired
through Veracity and certain internally developed software put in service in the
second quarter of fiscal 2021. Depreciation expense was $3.9 million and $5.0
million in fiscal 2021 and fiscal 2020, respectively. The decrease in
depreciation expense was primarily due to computer equipment becoming
fully-depreciated in periods prior to fiscal 2021, and the write-off of
leasehold improvement as part of the real estate exit initiatives executed under
the Restructuring Plans.

Other Income. Other income for fiscal 2021 was $1.3 million compared to $0.6
million for fiscal 2020. Other income in fiscal 2021 was primarily related to
government COVID-19 relief funds received globally. Other income in fiscal 2020
was primarily related to the gain on the settlement of a pre-acquisition claim
with the seller of Accretive, an acquisition completed in fiscal 2018.

Interest Expense, Net. Net interest expense for fiscal 2021, including
commitment fees, was $1.6 million compared to $2.1 million in fiscal 2020. The
decrease was due to a lower average interest rate in fiscal 2021 as compared to
the prior fiscal year.

Income Taxes. Income tax was a benefit of $2.5 million (effective tax benefit
rate of approximately 11.2%) for the year ended May 29, 2021 compared to an
expense of $6.9 million (effective tax rate of approximately 19.7%) for the year
ended May 30, 2020. We operate in an international environment. Accordingly, the
consolidated effective tax rate is a composite rate reflecting the earnings
(losses) in various locations and the applicable tax rates in those
jurisdictions, and fluctuations in the consolidated effective tax rate reflect
the changes in the mix of earnings (losses) in these jurisdictions. We record
tax expense based upon actual results versus a forecasted tax rate because of
the volatility in the profitability of our international operations. The income
tax benefit for fiscal 2021 was primarily related to our tax planning strategies
under which we elected to make certain changes to the capitalization of fixed
assets, resulting in an NOL carryback permitted under the CARES Act. As a
result, we recognized a discrete tax benefit of $12.8 million in the fourth
quarter of fiscal 2021, resulting in an overall effective tax benefit rate of
11.2% and an expected federal tax refund in the amount of $34.0 million that we
expect to file for within the next 12 months. The prior year effective tax rate
of 19.7% was primarily a result of a $6.6 million discrete tax benefit from the
deduction of the investment basis in four European entities upon their
dissolutions.

We found a break-even point and a net tax benefit of $ 0.2 million compensation expense related to stock options, restricted share grants, restricted share units and disqualifying provisions under our ESPP during fiscal years 2021 and 2020, respectively.


We review the components of both book and taxable income to prepare the tax
provision. There can be no assurance that our effective tax rate will remain
constant in the future because of the lower benefit from the United States
statutory rate for losses in certain foreign jurisdictions, the limitation on
the benefit for losses in jurisdictions in which a valuation allowance for
operating loss carryforwards has previously been established, our election to
change certain tax methods, and the unpredictability of timing and the amount of
disqualifying dispositions of certain stock options. Based upon current economic
circumstances and our business performance, management will continue to monitor
the need to record additional or release existing valuation allowances in the
future, primarily related to certain foreign jurisdictions. Realization of the
currently reserved foreign deferred tax assets is dependent upon generating
sufficient future taxable income in those foreign territories.

We have maintained a position of being indefinitely reinvested in our foreign
subsidiaries' earnings by not expecting to remit foreign earnings in the
foreseeable future. Being indefinitely reinvested does not require a deferred
tax liability to be recognized on the foreign earnings. Management's indefinite
reinvestment position is supported by:

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? RGP in United States has generated more than enough cash to fund operations and expansion, including acquisitions. RGP uses its excess liquidity to, at its discretion, return liquidity to shareholders through dividend payments and share buybacks.


?RGP has sufficient cash flow from operations in the United States to service
its debt and other current or known obligations without requiring cash to be
remitted from foreign subsidiaries.

“Management’s growth objectives include accumulating liquidity in RGP’s profitable overseas subsidiaries in the hope of finding strategic expansion plans to further penetrate RGP’s more successful locations.

“The consequences of distributing foreign profits have always been considered tax inefficient for RGP or less beneficial.

Segment operating results


As discussed in Business Segments in Item 1, Note 2 - Summary of Significant
Accounting Policies and Note 18 - Segment Information and Enterprise Reporting
in the Notes to the Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K, we revised our historical one segment
position and identified the following new operating segments effective in the
second quarter of fiscal 2021 to align with changes made in our internal
management structure and our reporting structure of financial information used
to assess performance and allocate resources: RGP, taskforce, and Sitrick. RGP
is the Company's only reportable segment. taskforce and Sitrick do not
individually meet the quantitative thresholds to qualify as reportable segments.
Therefore, they are combined and disclosed as Other Segments.

The following table presents our operating results by segment. All prior year
periods presented in the table and referenced below were recast to reflect the
impact of the preceding segment changes (amounts in thousands, except
percentages).

                                 For the Years Ended
                            May 29,              May 30,
                           2021 (2)            2020 (2)
Revenues:
RGP                    $  587,620   93.3 % $  662,475   94.2 %
Other Segments             41,896    6.7       40,878    5.8
Total revenues         $  629,516  100.0 % $  703,353  100.0 %

Adjusted EBITDA:
RGP                    $   77,589  147.0 % $   87,836  146.7 %
Other Segments              3,580    6.8        2,601    4.3

Reconciling items (1) (28,375) (53.8) (30,551) (51.0) Total adjusted EBITDA $ 52,794 100.0% $ 59,886 100.0%



(1) Reconciling items are generally comprised of unallocated corporate
administrative costs, including management and board compensation, corporate
support function costs and other general corporate costs that are not allocated
to segments.

(2) The 2020 financial year consists of 53 weeks. Fiscal year 2021 consisted of 52 weeks.


Revenue by Segment

RGP - RGP revenue decreased $74.9 million, or 11.3%, in fiscal 2021 compared to
fiscal 2020, primarily as a result of a 10.8% decline in billable hours
year-over-year. Revenue from RGP represents more than 90% of total consolidated
revenue and generally reflects the overall consolidated revenue trend.

The number of consultants on assignment in the RGP segment in May 29, 2021
was 2,795 against 2,407 in May 30, 2020.


Other Segments - Other Segments' revenue for fiscal 2021 increased $1.0 million,
or 2.5%, compared to fiscal 2020. The revenue growth was primarily due to the
continued revenue synergy generated from combining RGP Germany to operate under
taskforce despite the adverse impact from the Pandemic and the more recent
COVID-19 lock-downs in Germany.

The number of consultants on assignment for other segments in the May 29, 2021
was 107 against 88 in May 30, 2020.

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Adjusted EBITDA by segment


RGP - RGP adjusted EBITDA decreased $10.2 million, or 11.7%, in fiscal 2021,
compared to fiscal 2020. Adjusted EBITDA margin decreased slightly by 6 basis
points to 13.2% in fiscal 2021. Compared to the prior year, revenue decreased
$74.9 million, which was partially offset by the decrease in cost of services of
$42.0 million and significant cost savings of $22.0 million primarily in SG&A
costs attributed to RGP. The trend in revenue, cost of services and other costs
and expenses at RGP year-over-year is generally consistent with those at the
consolidated level, as discussed above, with the exception that the SG&A used to
derive segment Adjusted EBITDA does not include certain unallocated corporate
administrative costs.

Other Segments - Other Segments' adjusted EBITDA improved $1.0 million, or
37.6%, in fiscal 2021 compared to fiscal 2020. Adjusted EBITDA margin increased
by 220 basis points to 8.5% in fiscal 2021. The improvement in adjusted EBITDA
and EBITDA margin was primarily attributable to the $2.1 million improvement in
SG&A year-over-year, partially offset by higher cost of services as a percentage
of revenue, mostly driven by lower utilization of fixed salaried consultants.

Year ended May 30, 2020 Compared to the closed financial year May 25, 2019


For a comparison of our results of operations at the consolidated level for the
fiscal years ended May 30, 2020 and May 25, 2019, see Part II, Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Annual Report on Form 10-K for the fiscal year ended May 30,
2020, filed with the SEC on July 27, 2020 (File No. 0-32113).

Segment operating results


As discussed in Business Segments in Item 1, Note 2 - Summary of Significant
Accounting Policies and Note 18 - Segment Information and Enterprise Reporting
in the Notes to the Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K, we reorganized our reporting segments
in fiscal 2021, and the discussion and analysis for our reporting segments set
forth below conform to the current presentation of our reporting segments.
Amounts in thousands, except percentages.

                                 For the Years Ended
                             May 30,            May 25,
                           2020 (2)            2019 (2)
Revenues:
RGP                    $  662,475   94.2 % $  689,602   94.6 %
Other Segments             40,878    5.8       39,397    5.4
Total revenues         $  703,353  100.0 % $  728,999  100.0 %

Adjusted EBITDA:
RGP                    $   87,836  146.7 % $   87,728  135.8 %
Other Segments              2,601    4.3        3,323    5.1

Reconciling items (1) (30,551) (51.0) (26,434) (40.9) Total adjusted EBITDA $ 59,886 100.0% $ 64,617 100.0%



(1) Reconciling items are generally comprised of unallocated corporate
administrative costs, including management and board compensation, corporate
support function costs and other general corporate costs that are not allocated
to segments.

(2) The 2020 financial year included 53 weeks. The 2019 fiscal year consisted of 52 weeks.


Revenue by Segment

RGP - RGP revenue decreased $27.1 million, or 3.9%, in fiscal 2020 compared to
fiscal 2019, primarily as a result of a 3.5% decline in billable hours
year-over-year while average bill rate remained relatively consistent between
the two periods. Revenue from RGP represents more than 90% of total consolidated
revenue and generally reflects the overall consolidated revenue trend.

The number of consultants on assignment in the RGP segment in May 30, 2020
was 2,407 against 2,858 in May 25, 2019.


Other Segments - Other Segments' revenue for fiscal 2020 increased $1.5 million,
or 3.8%, compared to fiscal 2019. The improvement in revenue was primarily due
to the continued strong revenue growth at taskforce since our acquisition in
fiscal 2018.

The number of consultants on assignment for other segments in the May 30, 2020
was 88 against 107 in May 25, 2019.

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Adjusted EBITDA by segment


RGP - RGP adjusted EBITDA increased $0.1 million, or 0.1%, in fiscal 2020,
compared to fiscal 2019. Adjusted EBITDA margin increased by 50 basis points to
13.3% in fiscal 2020. Compared to the prior year, revenue decreased $27.1
million which was offset by a $20.1 million reduction in cost of services and
cost savings of approximately $6.6 million primarily as a result of savings in
general business expenses mainly attributable to cost containment measures and
reduced business travel during the Pandemic and a decrease in internal
consultants costs as we continued to leverage our existing resources more
efficiently on various projects and initiatives. The trend in revenue, cost of
services and other costs and expenses at RGP year-over-year is generally
consistent with that at the consolidated level, with the exception that the SG&A
used to derive segment Adjusted EBITDA does not include certain unallocated
corporate administrative costs.

Other Segments - Other Segments' adjusted EBITDA decreased $0.7 million, or
21.7%, in fiscal 2020 compared to fiscal 2019. Adjusted EBITDA margin decreased
by 210 basis points to 6.4% in fiscal 2020. The decline in adjusted EBITDA
margin was primarily attributable to higher sales commission costs at taskforce
as a result of the revenue growth.

Liquidity and capital resources


Our primary source of liquidity is cash provided by our operations, our
$120.0 million secured revolving credit facility with Bank of America (the
"Facility") and, historically, to a lesser extent, stock option exercises and
ESPP purchases. On an annual basis, we have generated positive cash flows from
operations since inception, and we continued to do so for the year ended May 29,
2021, despite significant additional cash payouts associated with the execution
of our restructuring initiatives across our geographies. Our ability to generate
positive cash flow from operations in the future will be, at least in part,
dependent on global economic conditions and our ability to remain resilient
during economic downturns, such as the current one caused by the Pandemic. As of
May 29, 2021, we had $74.4 million of cash and cash equivalents including $27.6
million held in international operations.

As described in Note 7 - Long-Term Debt in the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K, we
entered into a Credit Agreement, dated October 17, 2016, between the Company and
Resources Connection LLC, as borrowers, and Bank of America, N.A. as lender (as
amended, the "Credit Agreement"), which provides for a Facility for working
capital and general corporate purposes, including potential acquisitions and
stock repurchases. Until September 3, 2020, the Facility consisted of (1) a
$90.0 million revolving loan facility ("Revolving Commitment"), which included a
$5.0 million sublimit for the issuance of standby letters of credits, and (ii) a
$30.0 million reducing revolving loan facility ("Reducing Revolving
Commitment"), any amounts of which could not be reborrowed after being repaid.
We entered into the Fifth Amendment to the Credit Agreement (the "Fifth
Amendment") with Bank of America, N.A. as lender on September 3, 2020, and the
Sixth Amendment to the Credit Agreement (the "Sixth Amendment") with Bank of
America, N.A. as lender on May 25, 2021, both of which amended the terms of the
Facility. The Fifth Amendment, among other things, (1) eliminated the $30.0
million Reducing Revolving Commitment and (2) increased the Revolving Commitment
by $30.0 million to $120.0 million. The Sixth Amendment, among other things, (1)
further revised the definition of Consolidated EBITDA in the Credit Agreement to
include addbacks for certain restructuring costs, (2) included customary
provisions relating to the transition from LIBOR as the benchmark interest rate
under the Credit Agreement, including providing for a Benchmark Replacement
option (as defined in the Credit Agreement) to replace LIBOR, and (3) decreased
the interest rate floor as described below.

Borrowings under the Facility bear interest at a rate per annum of either, at
our option, (i) a LIBOR interest rate defined in the Credit Agreement plus a
margin or (ii) an alternate base rate, plus a margin, with the applicable margin
depending on our consolidated leverage ratio. The alternate base rate is the
highest of (i) Bank of America's prime rate, (ii) the federal funds rate plus
0.50% and (iii) the Eurodollar rate plus 1.0%. Prior to entering into the Fifth
Amendment, the margin for loans based on LIBOR was 1.25% to 1.50%, and the
margin for loans based on the alternate base rate was 0.25% to 0.50%, and the
LIBOR interest rate floor was 0%. Effective upon entering into the Fifth
Amendment, the appliable margin increased by 0.25% and the LIBOR interest rate
floor increased to 0.25%. Effective upon entering into the Sixth Amendment, the
LIBOR interest rate floor was removed and reverted to 0%. We pay an unused
commitment fee on the average daily unused portion of the Facility, which, prior
to entering into the Fifth Amendment, was a rate of 0.15% to 0.25% per annum
depending on our consolidated leverage ratio and, effective upon entering into
the Fifth Amendment, is 0.25% per annum. The unused commitment fee remains at
0.25% per annum under the Sixth Amendment.

The Facility expires on October 17, 2022. The Facility contains both affirmative
and negative covenants. We were in compliance with all financial covenants under
the Facility as of May 29, 2021 and do not expect material uncertainties in our
continued ability to be in compliance with all financial covenants through the
remaining term of the Facility. As of May 29, 2021, our borrowings on the
Facility were $43.0 million outstanding under the Facility, bearing an average
interest rate per annum of 1.93% and we had $1.3 million of outstanding letters
of credit issued under the Facility.

The Pandemic has created significant uncertainty in the global economy and
capital markets for a large part of fiscal 2021. While there appears to be more
certainty and clarity in the macro environment and capital markets in the recent
months, there could be lingering adverse effect into the remainder of calendar
2021 and beyond. We currently believe that our cash on hand, ongoing cash flows

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Contents


from our operations and funding available under our Facility will be adequate to
meet our working capital and capital expenditure needs and fund for our
restructuring initiatives, systems and technology transformations and upgrades,
and potential future contingent consideration payments associated with our
acquisitions for at least the next 12 months and beyond.

During fiscal 2021, we paid approximately $6.5 million related to employee
termination costs, consisting of $2.5 million under the North America and APAC
Plan and $4.0 million under the European Plan. We currently estimate the cash
requirement for completing the remaining restructuring actions to be in the
range of $2 million to $4 million. The exact amount and timing of the expenses
and resulting payments are subject to a number of variables which may not be
within our control, such as the condition of the real estate/leasing market.

We also have certain contractual obligations, such as operating lease
obligations and purchase obligations. At May 29, 2021, we had operating leases,
primarily for office premises, and purchase obligations include payments due
under various types of licenses, expiring at various dates through March
2028. As described further in Note 6 - Leases in the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form
10-K, we had a total of $33.2 million of minimum operating lease obligations.
These minimum lease payments range from approximately $1.6 million to $11.2
million on an annual basis over the next five years. At May 29, 2021, we had
purchase obligations of $2.3 million outstanding, including $1.9 million and
$0.4 million expiring in fiscal 2022 and fiscal 2023, respectively. Our total
liability for unrecognized tax benefits could also impact operating cash flows,
which was $872,000 as of May 29, 2021, although we are unable to reasonably
estimate the period during which this obligation may be incurred, if at all.

As described in Note 3 - Acquisitions and Dispositions in the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K, the purchase agreements for Veracity and Expertence require
cash earn-out payments to be made when certain performance conditions are met.
We estimated the fair value of contingent liabilities under the Monte Carlo
simulation model based on unobservable input variables related to meeting the
applicable contingency conditions as per the terms of the applicable agreements.
The estimated fair value of the contingent consideration liability as of May 29,
2021 was $7.1 million, all of which is due before the end of calendar 2021.

In March 2020, the CARES Act was enacted into law. The CARES Act includes
provisions, among others, addressing the carryback of net operating losses
("NOLs") for specific periods, and provides for deferral of the employer-paid
portion of the social security payroll taxes. We have elected to defer the
employer-paid portion of social security payroll taxes through December 31, 2020
until May of 2021 when we chose to make a partial payment of previously deferred
payroll taxes in the amount of $6.3 million. As of May 29, 2021, $6.3 million of
deferred payroll taxes remain and is expected to be paid in calendar 2022. In
addition, as part of our tax planning strategies, we made certain changes
related to the capitalization of fixed assets effective for fiscal 2021. This
strategy allowed us to carry back the net operating losses of fiscal 2021 to
fiscal years 2016 to 2018. We recognized a discrete tax benefit of $12.8 million
in the fourth quarter of fiscal 2021 and expect to file for a federal tax refund
in the amount of $34.0 million within the next 12 months.

Our ongoing operations and growth strategy may require us to continue to make
investments in critical markets and in systems and technology. In addition, we
may consider making strategic acquisitions or initiating additional
restructuring initiatives, which could require significant liquidity. In order
to strengthen our liquidity during the Pandemic, we took proactive measures to
increase our cash on hand including, but not limited to, borrowing of $39
million under our Facility in the fourth quarter of fiscal 2020, reducing
discretionary spending, and focusing on receivables collections efforts. We
repaid a total of $45 million on our borrowings during fiscal 2021, and another
$10 million subsequently on June 9, 2021 as a result of our ability to generate
adequate cash flows from operations and improved clarity in the capital market.

Beyond the next 12 months, if we require additional capital resources to grow
our business, either organically or through acquisition, we may seek to sell
additional equity securities, increase use of our Facility, expand the size of
our Facility or raise additional debt. In addition, if we decide to make
additional share repurchases, we may fund these through existing cash balances
or use of our Facility. The sale of additional equity securities or certain
forms of debt financing could result in additional dilution to our stockholders.
We may not be able to obtain financing arrangements in amounts or on terms
acceptable to us in the future. In the event we are unable to obtain additional
financing when needed, we may be compelled to delay or curtail our plans to
develop our business or to pay dividends on our capital stock, which could have
a material adverse effect on our operations, market position and
competitiveness. Notwithstanding the potential liquidity challenges described
above, we expect to meet our long-term liquidity needs with cash flows from
operations and financing arrangements.

However, we could be required, or could elect to seek additional funding prior
to that time. Our future capital requirements will depend on many factors,
including our ability to continue to adapt and efficiently serve our clients,
our clients' project needs in the future, and our clients' financial health and
ability to make timely payments on our receivables. A material adverse impact
from the Pandemic could result in a need for us to raise additional capital or
incur additional indebtedness to fund strategic initiatives or operating
activities.

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Operating activities, fiscal years 2021 and 2020


Operating activities provided $39.9 million and $49.5 million in cash in fiscal
2021 and fiscal 2020, respectively. Cash provided by operations in fiscal 2021
resulted from net income of $25.2 million and net favorable non-cash reconciling
adjustments of $33.9 million. These were partially offset by net unfavorable
changes in operating assets and liabilities totaling $19.2 million, primarily
consisting of an increase in income taxes receivable of $32.6 million as a
result of certain tax method changes elected in the fourth quarter of fiscal
2021 and the first quarter of fiscal 2022, which allowed us to recognize a tax
benefit of $12.8 million in fiscal 2021, as described further in Note 8 - Income
Taxes in the Notes to Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K, partially offset by a decrease in
trade accounts receivable of $11.4 million, mostly attributable to improved
collection on our accounts receivable and an increase in accrued salaries and
related obligations of $2.4 million primarily as a result of increased vacation
accrual year-over-year. In fiscal 2020, cash provided by operations resulted
from net income of $28.3 million and net favorable non-cash reconciling
adjustments of $21.5 million. These amounts were partially offset by a net
unfavorable change in operating assets and liabilities of $0.3 million primarily
due to a $7.9 million decrease in accounts payable, a $6.8 million decrease in
accrued salaries and related obligations and a $2.5 million increase in prepaid
income taxes, partially offset by a $10.0 million decrease in trade accounts
receivable and a $7.3 million increase in other liabilities.

Investing activities, fiscal years 2021 and 2020


Net cash used in investing activities was $3.8 million for fiscal 2021, compared
to $26.8 million in fiscal 2020. We used $3.8 million of cash in fiscal 2021 to
develop internal-use software and acquire property and equipment. In fiscal
2020, we used $30.3 million of cash (net of cash acquired) to acquire Veracity.
We also redeemed $6.0 million of short-term investments in fiscal 2020, which we
purchased in fiscal 2019.

Fundraising activities, fiscal years 2021 and 2020


The primary sources of cash in financing activities are borrowings under our
Facility, cash proceeds from the exercise of employee stock options and proceeds
from the issuance of shares purchased under our ESPP. The primary uses of cash
in financing activities are repayments under the Facility, payment of contingent
consideration, repurchases of our common stock and cash dividend payments to our
stockholders.

Net cash used in financing activities totaled $59.5 million in fiscal 2021
compared to net cash provided by financing activities of $30.9 million in fiscal
2020. Net cash used in financing activities during the year ended May 29, 2021
consisted of repayments on the Facility of $45.0 million, cash dividend payments
of $18.2 million, and the first Veracity contingent consideration payment, of
which $3.0 million was categorized as financing (the remaining $2.3 million of
the total $5.3 million Veracity year one contingent consideration payment was
categorized as operating cash flow). These were partially offset by $6.8 million
in proceeds received from ESPP share purchases and employee stock option
exercises. Additional information regarding dividends is included in Note 11 -
Stockholders' Equity in the Notes to Consolidated Financial Statements included
in Part II, Item 8 of this Annual Report on Form 10-K. Net cash provided by
financing activities of $30.9 million in fiscal 2020 consisted of $74.0 million
of proceeds borrowed from the Facility and $10.3 million from the issuance of
shares under ESPP and the exercise of employee stock options, partially offset
by principal repayments of $29.0 million under the Facility, $17.6 million of
cash dividend payments and $5.0 million for share repurchases.

For a comparison of our cash flow activities for the fiscal years ended May 30,
2020 and May 25, 2019, see Part II, Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of our Annual Report
on Form 10-K for the fiscal year ended May 30, 2020, filed with the SEC on July
27, 2020 (File No. 0-32113).

Recent accounting positions


Information regarding recent accounting pronouncements is contained in Note 2 -
Summary of Significant Accounting Policies in the Notes to the Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form
10-K.

© Edgar online, source Previews

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Tristel is starting to see signs of market recovery http://goodwillsavannahga.org/tristel-is-starting-to-see-signs-of-market-recovery/ Wed, 21 Jul 2021 13:52:14 +0000 http://goodwillsavannahga.org/tristel-is-starting-to-see-signs-of-market-recovery/

Manufacturer of infection prevention products Tristel Said in a business update Wednesday that as the fourth quarter progressed, demand for its device-based products accelerated as hospital outpatient services gradually returned to activity levels before the pandemic.

The AIM-listed company said sales of surface disinfectant products also continued to grow.

He said he expected the resumption of business activity, combined with a gross margin maintained at 80% and “tight control” of operating costs, translate into higher revenue. of £ 31million, up from £ 31.7million a year earlier, and pre-tax profit. £ 5.5million for the year, compared to £ 7.1million.

Tristel noted that in 2017 he took a stake in a medical device company focused on women’s health.

He said the investment led to close collaboration between the two companies, which had been a “key influence” in the development of its “3T” application, and new ongoing product development initiatives involving the artificial intelligence (AI) and for which several patent applications had been filed.

The company’s shareholders had initiated a process to sell the company to allow the technology to find its place within a larger medical device company that had the resources to succeed in the US market.

Tristel said the process has not been successful to date, adding that even if it continues to operate as a business, it will take a conservative approach to the book value of the investment, totaling 0. £ 8million, and would alter it completely over the course of the year. just ended.

This expense was not in cash and would be recorded as an exceptional item.

Additionally, as announced on June 24, Tristel was successful in securing its first regulatory approval in Canada for “Duo OPH” disinfectant for ophthalmic devices, and enhanced approval for additional efficacy claims from from the US Environmental Protection Agency (EPA) for ‘Jet’ Surface Sanitizer.

A more detailed update on the progress of the United States Food and Drug Administration (FDA) submission for Duo ULT for ultrasound probe disinfection, and the business development plan for North America, would be provided with the final results in October.

The company’s cash on June 30 was £ 8million, up from £ 6.2million a year earlier.

Tristel’s board has said it has committed to declaring a final dividend of 3.93 pence, or a total of 6.55 pence for the year.

This level of distribution represented a one-off divergence from its declared dividend policy of 2x hedging.

Looking ahead, Tristel said that towards the end of the fiscal year, he saw an increase in hospital admissions and patient examinations.

He said he was confident that sales and profit growth would pick up again this year, adding that the investments he had made in people, systems and new market registrations would “lay the groundwork” for future growth. .

“The second half of the year has been a frustrating time for the company,” said Managing Director Paul Swinney.

“Since spring 2020, our normally stable and predictable business has been disrupted by both Brexit and the pandemic.

“We have been waiting for signs that healthcare supply in our top 25 markets is returning to normal, and we are finally seeing signs that this is happening.”

At 1407 BST, shares of Tristel were down 4.85% to 628p.

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Eastern Resource Acquisition: Non-reliance on Financial Statement or Related Audit Report or Completed Interim Review (Form 8-K) http://goodwillsavannahga.org/eastern-resource-acquisition-non-reliance-on-financial-statement-or-related-audit-report-or-completed-interim-review-form-8-k/ Fri, 16 Jul 2021 20:46:24 +0000 http://goodwillsavannahga.org/eastern-resource-acquisition-non-reliance-on-financial-statement-or-related-audit-report-or-completed-interim-review-form-8-k/

Non-reliance on a financial statement or related audit report or a completed interim review.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) jointly issued a statement regarding accounting and reporting considerations for Warrants issued by Special Purpose Acquisition Companies entitled ‘Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘ SPAC ‘)’ (the ‘Staff Statement’ ). More specifically, the staff statement focused on certain terms of settlement and provisions relating to certain takeover bids following a business combination, the terms of which are similar to those contained in the mandate contract. (the “Agency Agreement”), dated July 23, 2020, between East Resources Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company, a New York Company, as Agent of Attorney. Following the staff declaration, the Company reassessed the accounting treatment of (i) the 17,250,000 redeemable warrants (the “Public Warrants”) which were included in the units issued by the Company in its offer. initial public warrants (the “IPO”) and (ii) the 8,900,000 private warrants (as well as the public warrants, the “warrants”) which were included in the units issued to the limited partner of the Company in within the framework of a private placement which closed at the same time as the closing of the IPO, and determined with the warrants as derivative liabilities measured at fair value, changes in fair value at each period being recorded in the results. Although the Company has not generated any operating income to date and will not generate any operating income until the completion of its initial business combination, at the earliest, the change in the fair value of the warrants is a non-cash charge and will be reflected in the Company’s income statement.

On May 18, 2021, the management of the Company and the audit committee of the board of directors of the Company (the “audit committee”) concluded that in light of the staff statement, it was appropriate to restate the previously published audited financial statements of the company as of December 31, 2020; until July 27, 2020; for the period from May 22, 2020 (creation) to December 31, 2020 and for the period ended September 30, 2020 (the “Non-dependent financial statements”).

In view of this restatement, non-dependency financial statements should no longer be relied on. Likewise, the Company’s balance sheet as at July 27, 2020 and included in the Company’s current report on Form 8-K filed on August 31, 2020 should no longer be used. The Company will file an amendment to its annual report on Form 10-K for the year ended December 31, 2020 reflecting the reclassification of the warrants in the audited financial statements restated for the non-dependency period as soon as possible.

Going forward, unless the Company changes the terms of the warrant agreement, it expects to continue to classify warrants as liabilities, which would require the Company to bear the cost of valuing the stock market. fair value of the liabilities related to the warrants, and which could have an adverse effect on the results of operations of the Company.

The management of the Company and the Audit Committee have discussed the matters disclosed in this current report on Form 8-K in accordance with this Section 4.02 with Marcum LLP, the registered independent accounting firm of the Company.

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Eastern Resource Acquisition Company published this content on July 16, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on July 16, 2021 08:42:12 PM UTC.


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Update on second quarter 2021 financial results and audio broadcast details for July 28, 2021 http://goodwillsavannahga.org/update-on-second-quarter-2021-financial-results-and-audio-broadcast-details-for-july-28-2021/ Wed, 14 Jul 2021 06:08:22 +0000 http://goodwillsavannahga.org/update-on-second-quarter-2021-financial-results-and-audio-broadcast-details-for-july-28-2021/

Lundin Energy AB (Lundin Energy) will publish its financial report for the second trimester 2021 at Wednesday, 28 July 2021. For the second trimester 2021, Lundin Energy to Expense Pre-Tax Exploration and evaluation costs around MUSD 119 and recognize a net change Gain about MUSD 45.

Exploration and evaluation fresh
It is the Company’s policy to capitalize the costs associated with its exploration and evaluation activities and if it is determined that a commercial discovery has not been made, the associated costs are charged to the income statement. . For the second quarter of 2021, Lundin Energy will incur a pre-tax charge in the income statement of approximately USD 119 million related to exploration and evaluation costs. These costs will be offset by a tax credit of approximately USD 93 million. The costs are mainly related to the Shenzhou well in PL722, the Iving wells in PL820S and the licenses transferred.

Ticket issue and fgold exchange Gain
Lundin Energy issued $ 2 billion of senior notes (the Notes) during the second quarter of 2021 with a fixed interest rate. The Company used the gross proceeds from the Bond issuance, in combination with available cash, to repay $ 2 billion of variable interest rate corporate credit facility term loans. As a result, part of the current interest rate hedging contracts are no longer considered effective in the framework of the hedge effectiveness tests. The fair value at market value of these ineffective contracts of approximately -38 MUSD (loss) will be recognized as a non-cash item in the income statement during the second quarter of 2021. Following the repayment of 2 billion USD of the business credit facility term borrowings, a portion of unamortized capitalized financing costs were expensed in the second quarter.

Lundin Energy will recognize a net foreign exchange gain of approximately USD 45m for the second quarter of 2021. The Norwegian krone has remained stable against the US dollar and the euro has strengthened against the US dollar by around 1% over the course of the year. for the second quarter of 2021. the foreign exchange gain is largely non-cash and relates primarily to the revaluation of loan balances at the exchange rates in effect at the balance sheet date.

Change in under / overlift balances
Lundin Energy recognizes revenue based on its volume sold (sales method). Consequently, changes in inventories and under / overconsumption balances are recognized as a cost adjustment, valued at production cost, including depletion. During the second quarter of 2021, Lundin Energy was under-raised by 10.1 Mboepd.

Relocation of third party crude oil sales
Lundin Energy markets its own production of crude oil and occasionally markets crude oil to third parties. For the second quarter of 2021, revenues from the sale of crude oil to third parties amounted to $ 171.8 million offset by the purchase of crude oil from third parties of $ 170.4 million, resulting in a gross margin of 1 , USD 4 million on third-party activities for the second quarter of 2021.

Release reporting and audio broadcasting on 28 July 2021
Lundin Energy’s second quarter 2021 financial report will be released on Wednesday, July 28 at 7:30 a.m. CEST, followed by a live audio broadcast at 2:00 p.m. CEST where Nick Walker, chairman and CEO, and Teitur Poulsen, chief financial officer, will comment on the report. and the latest developments from Lundin Energy.

Watch the presentation live at www.lundin-energy.com or call the following phone numbers:

Sweden +46 8 56642651
United Kingdom +44 333300804
United States +1 6319131422
Norway +47 23500243
Access pin: 44982316
Connect: https://edge.media-server.com/mmc/p/42amzuhx/ftagmax/aud

For more information, please contact:

Edward Westropp
VP Investor Relations
Phone. : +41 22 595 10 14
edward.westropp@lundin-energy.com

Robert Eriksson
Media communication manager
Phone. : +46 701 11 26 15
robert.eriksson@lundin-energy.com

Lundin Energy is an experienced Nordic oil and gas company that explores, develops and produces resources economically, efficiently and responsibly. We focus on creating value for our shareholders and stakeholders at large through three strategic pillars: resilience, sustainability and growth. Our high-quality, low-cost assets mean we are resilient to oil price volatility, and our organic growth strategy, combined with our sustainability approach and commitment to decarbonization, firmly establishes our leadership role. into a low carbon energy future. (Nasdaq Stockholm: MOON). For more information, visit us at www.lundin-energy.com or download our app www.myirapp.com/lundin

Forward-looking statements
Certain statements made and information contained herein constitute “forward-looking information” (within the meaning of applicable securities laws). These statements and information (together, “forward-looking statements”) relate to future events, including the future performance, business prospects or opportunities of Lundin Energy. Forward-looking statements include, without limitation, statements regarding estimates of reserves and / or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities. The final recovery of reserves or resources is based on forecasts of future results, estimates of amounts not yet determinable and management assumptions.

All statements other than statements of historical fact may be forward-looking statements. Statements regarding proved and probable reserves and resource estimates may also be considered forward-looking statements and reflect conclusions based on certain assumptions that the reserves and resources can be exploited economically. Any statement that expresses or involves discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions or future events or performance (often, but not always, using words or phrases such as what to plan ”,“ continue ”,“ estimate ”,“ expect ”,“ can ”,“ will ”,“ plan ”,“ foresee ”,“ potential ”,“ target ”,“ intend ”, “Could”, “could”, “should”, “believe” and similar expressions) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations and assumptions will prove to be correct and such forward-looking statements should not be relied upon. These statements speak only as of the date of information and Lundin Energy does not intend, and assumes no obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating, among other things, to operational risks (including exploration and development risks), production costs, availability of drilling equipment, dependence on of key personnel, estimates of reserves, health, safety and environmental issues, risks and regulatory changes, competition, geopolitical risk and financial risks. These risks and uncertainties are further described under the heading “Risk Management” and elsewhere in Lundin Energy’s annual report. Readers are cautioned that the foregoing list of risk factors should not be considered exhaustive. Actual results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements are expressly qualified by this cautionary statement.

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The Week in Tax: The closing time for interest limitation rule submissions, and is the Inland Revenue about to crack down on employee benefit tax rules around utes? http://goodwillsavannahga.org/the-week-in-tax-the-closing-time-for-interest-limitation-rule-submissions-and-is-the-inland-revenue-about-to-crack-down-on-employee-benefit-tax-rules-around-utes/ Sat, 10 Jul 2021 22:16:57 +0000 http://goodwillsavannahga.org/the-week-in-tax-the-closing-time-for-interest-limitation-rule-submissions-and-is-the-inland-revenue-about-to-crack-down-on-employee-benefit-tax-rules-around-utes/

After leaning over the 143-page discussion paper on the interest limitation proposals over the past few weeks and have discussed them with colleagues, the summary position I have come to is that the government should be very aware that there will be unintended consequences, and it should therefore be ready to refine its proposals.

In particular, two problems seem to emerge. One is that interest limitation rules and proposals to allow accrued interest on new bills may mean that the trend that worried first-time homebuyers is crowded out in favor of developers and investors with access. to many assets and therefore the leverage is likely to accelerate.

Developers and investors are able to outbid first-time home buyers for plots of land or vacant buildings where a single house could currently exist but could be converted into two, three or more units. Since under the new construction proposals, interest deductions will continue to be allowed for the construction of additional housing, the likelihood that first-time home buyers will be able to purchase vacant land, construct a building, and move into it. will probably be reduced. They will simply be outbid by those who have access to better access to finance. And I think that this tendency will be accentuated by these proposals.

This is probably not an intentional consequence, but as with taxes everywhere there are often unintended consequences at play and the housing market is likely where the unintended consequences of decisions made 30 years or more ago have now imposed themselves. .

And the other unintended consequence, I think, is going to happen, is that the burden of these proposed changes will fall on a group that is not really its target. And they’ve also proven to be the least equipped to handle the level of detail and compliance expected. And this group here is what we call the mom and dad investors, people who have one, maybe two investment properties that represent their retirement funds.

This is a group of people who are not really the government’s target, it is not the big investors who have been able to significantly leverage and outbid the first-time homebuyers. These are people who have decided to buy investment property for their retirement. Or it could be that a couple has formed a relationship and they have moved into one property and rented out the other property,

Whatever their circumstances, this is a group that will face a significant amount of compliance going forward, and for very little payoff to the government, I would add, either politically. or in terms of improving the housing market.

It seems to me that the government should seriously consider an exemption for such a group. Perhaps to say that the owners of an investment property are exempt or that the rules only apply above a certain threshold.

Currently, the average rental income in the country is around $ 25,500 per year. Maybe if the gross rental income is, say, $ 30,000 or less, the rules won’t apply.

Alternatively, if the government still wishes to remove this tax anomaly of a full interest deduction for a partially untaxed return in the form of capital gains, then it could say that only 50% of the interest is deductible. By the way, that was something from a previous guest John Cantin suggested could be an option. It would be a simpler option.

What was interesting when dealing with the discussion paper proposals is that while the concept of denying interest deductions seems simple in itself, what was really telling is the level of detail we had to work on, in particular with regard to the exemption relating to new constructions.

The complexity means that tax officers like myself, other advisers and individuals are now at a greater risk of making incorrect tax returns, such as incorrectly calculating the amount of interest deductible. Greater complexity means a greater likelihood of something happening and a customer suing for negligence. Professional liability insurance premiums may increase accordingly.

But anyway, advisers and those affected by this would want the government to give serious thought to making the proposals less onerous from a compliance standpoint.

Closing of submissions on Monday 12. As I said earlier, be constructive with your submissions. The government is not going to listen to people complaining that this is woefully unfair. It is a fact of life. So be constructive in your submissions. These submissions will be reviewed by Inland Revenue, and we will know more in about four to six weeks when the final form of the proposals is released with the bill. It’s a tight schedule because it’s all supposed to be in place by October 1.

Social benefits tax

Then, the question of bicabines and FBT returns in the press with the Minister of Revenue, David Parker, saying he envisioned a crackdown on tax rules relating to social benefits. He apparently received advice on how twin taxis were taxed and confirmed that he was considering acting on it.

The Inland Revenue advice was that there is no exemption for twin taxis, which I mentioned earlier. And that’s correct, although there is a popular belief that there was. What Inland Revenue believes is that the existing rules are not being properly enforced, which is also my conclusion.

The astonishing thing, however, is that the Inland Revenue went on to say that it was not so keen to pursue this case because it would not make a lot of money. David Parker said, citing: “Inland Revenue has informed me that this is not such a big issue compared to other enforcement priorities. But we are looking at the problem because they are proliferating.

There are two points to make about this. First, the Inland Revenue has an obligation under article 6 of the Tax Administration Law of 1994 “to protect the integrity of the tax system”. including people’s perceptions of the integrity of the tax system.

So a public statement that he really didn’t feel like this was a big deal sends the complete wrong message about enforcement to myself and other tax advisers and those conscientious taxpayers, the vast majority of whom want follow the rules. Inland Revenue basically says, “Well, we don’t really mind that”. In the context of an annual tax of $ 85 billion, saying an additional $ 100 million per year may not be that important, but it does nothing for the integrity of the tax system to say it.

The other thing here that David Parker has pointed out – he is also the Minister of the Environment – is that climate change policies are undermined by not enforcing the rules about double taxis. These are high emission vehicles and the Rated Productivity Commission we import vehicles with higher emissions compared to what is available in the rest of the world. In other words, New Zealand has become a bit of a dumping ground.

And so if we tackle emissions, reducing emissions is a continuous job and in that context, not enforcing the FBT rules makes that job more difficult. Transportation emissions is one area where New Zealand can make progress in reducing its emissions. Leaving aside the issues of reducing methane emissions from our agricultural sector, we can certainly do more to improve emissions from the transportation sector.

So it will be interesting to see how it goes. I think Inland Revenue will raise the stakes on this. Get any group of tax advisers together and we’ll all have stories of some of the abuses we’ve seen. Like Inland Revenue photographing or sending someone to look at boat ramps and popular boats on weekends, just to see if an alleged company vehicle was in private use. Apparently one of those boat ramps in Gisborne was across from the Inland Revenue office and a business, after a few weeks, got a call from the Inland Revenue asking if in fact , it correctly declared the FBT.

Transfers as “dividends”

Moving on, Inland Revenue this week released a number of interpretive statements that give its take on how the law works. One that people should pay special attention to is Interpretation statement 21/05 on non-monetary dividends. Now that takes into account when a transfer of value from a company to a shareholder is treated as a dividend for tax purposes. These are sometimes also called deemed dividend rules.

In my view, the interpretive statement aptly focuses on the type of non-cash transactions that are often entered into between small and medium-sized businesses and their shareholders. Now sometimes FBT recovers some of these issues but other times it doesn’t. A common example of a non-cash dividend would be a loan from a business to a shareholder.

The interpretive statement therefore presents a number of examples of how these rules might work. For example, there is a banana company that supplies one of its shareholders with a large number of fresh bananas. It’s a dividend. Another example would be the shareholder who owes the company money and the company cancels the debt. It is quite another when a dividend or a telecommunications company provides telecommunications services free of charge to one of its shareholders.

The interpretive statement works through various scenarios like this and clarifies what dividends are as well as the rules for calculating the dividend and when the dividend is deemed to have been paid.

It is in fact a very valuable document. It is also quite astonishing to realize that this is actually an update of a previous article on deemed dividends from March 1984. I know the Inland Revenue has a lot to do, but it’s a little surprising to see it take 37 years to update this kind of topic.

Either way, the interpretive statement is there. So people should be more aware of this deemed dividend issue. This obviously indicates that this is one of the areas examined by the Inland Revenue. In fact, they have been very interested in the area of ​​shareholder advances, that is, corporate loans to shareholders for some time. This interpretative statement should therefore serve as a warning.

Okay, that’s all for today. I am Terry Baucher and you can find this podcast on my website www.baucher.tax or wherever you get your podcasts. Thanks for listening and please send me your comments and tell your friends and customers. See you next week ka kite āno!



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Form 10-K / A Sarissa Capital Acquisit For: December 31 http://goodwillsavannahga.org/form-10-k-a-sarissa-capital-acquisit-for-december-31/ Fri, 09 Jul 2021 20:08:36 +0000 http://goodwillsavannahga.org/form-10-k-a-sarissa-capital-acquisit-for-december-31/

such a large number of publicly traded securities may adversely affect the price of our Class A common shares. In addition, the existence of registration rights may make our initial business combination more expensive or difficult. to conclude. Indeed, the shareholders of the target company can increase the participation they seek in the combined entity or request a larger cash consideration to compensate for the negative impact on the market price of our securities which is expected when the Securities held by our original shareholders or their authorized assignees are registered for resale.

General risk factors

Our search for a business combination, and any target businesses that we ultimately enter into a business combination with, may be significantly affected by the recent coronavirus. (COVID-19[FEMININE) l’épidémie et l’état des marchés de la dette et des actions.

le COVID-19[feminine épidémie a entraîné, et une épidémie importante d’autres maladies infectieuses pourrait entraîner, une crise sanitaire généralisée qui pourrait affecter négativement les économies et les marchés financiers dans le monde entier, et l’activité de toute entreprise cible potentielle avec laquelle nous concluons un regroupement d’entreprises pourrait être matériellement et lésés. De plus, nous pourrions ne pas être en mesure de réaliser un regroupement d’entreprises si des préoccupations persistantes concernant COVID-19[feminine continuer à restreindre les voyages, limiter la possibilité d’avoir des réunions avec des investisseurs potentiels ou le personnel, les vendeurs et les prestataires de services de la société cible ne sont pas disponibles pour négocier et conclure une transaction en temps opportun. La mesure dans laquelle COVID-19[feminine impacts notre recherche d’un regroupement d’entreprises dépendra des développements futurs, qui sont très incertains et imprévisibles, y compris les nouvelles informations qui pourraient émerger concernant la gravité de COVID-19[feminine et les actions à contenir COVID-19[feminine ou traiter son impact, entre autres. Si les perturbations causées par COVID-19[feminine ou d’autres questions d’intérêt mondial se poursuivent pendant une longue période de temps, notre capacité à réaliser un regroupement d’entreprises, ou les opérations d’une entreprise cible avec laquelle nous réaliserons finalement un regroupement d’entreprises, peuvent être gravement affectées. De plus, notre capacité à réaliser une transaction peut dépendre de notre capacité à mobiliser des capitaux propres et des financements par emprunt qui peuvent être affectés par COVID-19[feminine et d’autres événements, y compris en raison de la volatilité accrue du marché, de la diminution de la liquidité du marché et de l’indisponibilité du financement de tiers à des conditions acceptables pour nous ou pas du tout.

Nos bons de souscription sont comptabilisés comme des passifs et les changements de valeur de nos bons de souscription pourraient avoir une incidence importante sur nos résultats financiers.

Le 12 avril 2021, le directeur par intérim de la division du financement des sociétés et chef comptable par intérim de la SEC a publié une déclaration (la «                                                                                ”             ]companies (?? SPAC ??). Specifically, the Statement focused on certain terms and settlement provisions which are similar to those contained in the Warrants Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York company, as agent of the warrants, entered into in connection with the initial public offering of the Company (the ?? IPO ??). In light of the Declaration, the management of the Company has reassessed the accounting treatment (i) of the 6,666,667 redeemable warrants (the “public warrants ??) which were included in the units issued by the Company in its IPO and (ii) the 3,333,333 redeemable warrants (the “ sponsor warrants ”) that were issued to the sponsor of the company and the 666,667 warrants (collectively with the warrants and the Sponsor’s Warrants, “ Warrants ”) which were issued to Cantor Fitzgerald & Co., in each case as part of a private placement which closed at the same time as the ‘initial public offering, and decided to classify warrants as derivative liabilities measured at fair value, with changes in fair value at each period being recognized in income. Although the Company has not generated any operating income to date and will not generate any operating income until the completion of its initial business combination, at the earliest, the change in the fair value of the warrants is a non-cash charge and will be reflected in the Company’s statement of operations.

On May 19, 2021, the management of the Company, after consultation with the audit committee of the board of directors of the Company (the “audit committee ??), concluded that in light of the Declaration, it was appropriate to reformulate the previously published audited balance sheet (1) of the Company, dated October 23, 2020, included in form 8-K filed on October 29, 2020, and (2) the audited financial statements of the Company for the year ended December 31, 2020 and for the period August 12, 2020 (inception) to December 31, 2020, included in the annual report on Form 10-K which was filed on March 31, 2021 (relevant periods ??). In light of such restatement, these audited financial statements should no longer be relied on.

Historically, warrants have been reflected as a component of equity as opposed to liabilities on balance sheets and income statements did not include subsequent non-cash changes in the estimated fair value of warrants, based on our application of the Financial Accounting Standards Board. (?? FASB ??) Codification of accounting standards (?? ASC ??) Subject 815-40, Derivatives and hedging, contracts in the equity of the entity (?? ASC 815-40 ??). The views expressed in the Declaration were not consistent with the Company’s historical interpretation of the specific provisions of its Mandate Agreement and the Company’s application of ASC 815-40 to the Mandate Agreement. We have reassessed our accounting for warrants issued on October 23, 2020, in light of published opinions by SEC staff. Based on this revaluation, we have determined that warrants should be classified as liabilities measured at fair value at the time of issuance, with subsequent changes in fair value being presented in our statement of earnings each period. presentation of financial information.

In this Amendment No. 1 to the Annual Report on Form 10-K, we have taken the decision to reformulate the previously issued Form 10-K in order to correct the accounting treatment of the Company’s warrants.

In this Amendment # 1 to the Annual Report on Form 10-K, we have decided to rephrase the Annual Report on Form 10-K which was filed on March 31, 2021. See ?? Explicative note ?? above for more information. In addition, in this regard, management concluded that the Company’s disclosure controls and procedures were not in effect as at December 31, 2020. See Section 9A: “Controls and Procedures”. As a result, we have incurred unforeseen costs for accounting and legal fees related to or related to the restatement, and may be subject to additional risks and uncertainties related to the restatement, such as a negative impact on investor confidence in the accuracy. of our financial disclosures (or in SPACs or legacy SPACs in general), and may increase reputational risk to our business.

ARTICLE 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ARTICLE 2. OWNERSHIP

We maintain our main executive offices at 660 Steamboat Rd., Greenwich, CT 06830. This space is provided to us by Sarissa Capital Acquisition Sponsor LLC, our sponsor, for a monthly fee of $ 10,000. We consider our current office space, combined with other office space otherwise available to our executives, to be adequate for our current operations.

– 29 –


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SMART GLOBAL: Management’s Discussion and Analysis of Financial Position and Results of Operations (Form 10-Q) http://goodwillsavannahga.org/smart-global-managements-discussion-and-analysis-of-financial-position-and-results-of-operations-form-10-q/ Tue, 06 Jul 2021 21:22:30 +0000 http://goodwillsavannahga.org/smart-global-managements-discussion-and-analysis-of-financial-position-and-results-of-operations-form-10-q/

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the condensed consolidated
financial statements and the notes to those statements included elsewhere in
this Quarterly Report on Form 10-Q, and with the consolidated financial
statements and management's discussion and analysis of our financial condition
and results of operations in our Annual Report on Form 10-K for our fiscal year
ended August 28, 2020 (our "Annual Report"). This discussion contains forward
looking statements that involve risks and uncertainties. Our actual results
could differ materially from those contained in these forward-looking statements
due to a number of factors, including those discussed under the caption "Risk
Factors" in our Annual Report and elsewhere in this report. See also "Cautionary
Note Regarding Forward-Looking Statements" at the beginning of this report.

Overview


SMART Global Holdings businesses are leading designers and manufacturers of
electronics for computing, memory and specialty LED solutions. The Company
specializes in application-specific product development and support for
customers in enterprise, government, OEM and other distribution and sales
channels. Customers rely on SMART as a strategic partner with the highest
quality technology products, customer service, technical support, and worldwide
supply chain and logistics excellence. The Company targets customers in markets
such as computing, including edge computing and high performance computing,
communications, storage, networking, mobile, industrial automation, internet of
things, industrial internet of things, government, military and lighting. The
Company operates in four segments: Specialty, Brazil, IPS, and LED.

Recent developments

Acquisition of the LED activity


On March 1, 2021, pursuant to the CreeLED Purchase Agreement, the Company
acquired the Cree LED Business and assumed certain liabilities related to Cree's
LED Business. The purchase price for the LED Business consisted of (i) a payment
of $50 million in cash, subject to customary adjustments, (ii) the Purchase
Price Note, (iii) an earn-out payment of up to $125 million based on the revenue
and gross profit performance of the LED Business in Cree's first four full
fiscal quarters following the closing, with a minimum payment of $2.5 million,
payable in the form of an unsecured promissory note to be issued by the Company,
and (iv) the assumption of certain liabilities. The Purchase Price Note bears
interest at LIBOR plus 3.0% and is due on August 15, 2023. The Earnout Note will
begin to bear interest upon completion of the Earnout Period at LIBOR plus 3.0%
and is due on March 27, 2025.

In connection with this transaction, Cree and the Company also entered into
certain ancillary and related agreements, including (i) an Intellectual Property
Assignment and License Agreement, (ii) a Transition Services Agreement, (iii) a
Wafer Supply and Fabrication Services Agreement, and (iv) a Real Estate License
Agreement.

COVID-19

The outbreak of coronavirus disease 2019 ("COVID-19") has resulted in
substantial loss of life, economic disruption, and government intervention
worldwide. While we have not yet experienced a significant disruption of our
operations as a result of the COVID-19 pandemic, the pandemic resulted in
reduced sales volumes of certain product lines within IPS in the second half of
fiscal 2020 as well as in the first three quarters of fiscal 2021. COVID-19 also
disrupted our product development, marketing and corporate development
activities. Our recently acquired LED Business experienced similar impacts from
the pandemic from early in calendar 2020. If these conditions continue, or if we
have an outbreak in any of our facilities, such reduced sales volumes may
continue or worsen and we may, among other issues, experience, in any or all
product lines, delays in product development, a decreased ability to support our
customers, disruptions in sales and manufacturing activities and overall reduced
productivity each of which could have a negative impact on our ability to meet
customer commitments and on our revenue and profitability. The reduction of
investment in new capacity due to the pandemic, coupled with strong demand to
expand delivery and logistics, internet and cloud services as well as a rebound
in economic conditions and general demand at a pace faster than expected, has
resulted in significant supply shortages that may impact our ability to
manufacture products for our customers and may result in rising prices of the
materials we need to manufacture our products. We may not be able to pass on
these rising costs to our customers which could result in a negative impact to
our gross margins. Furthermore, if there is a significant outbreak or if travel
restrictions or stay-at-home or work remote or from home conditions or other
governmental or voluntary restrictions relating to the COVID-19 pandemic
significantly impact our suppliers' ability to manufacture or deliver raw
materials or provide key components or services, we could experience more delays
or reductions in our ability to manufacture and ship products to our
customers. While certain segments of our customer base are experiencing strong
demand, the pandemic may negatively impact the demand for other segments for our
customer base or those customers' ability to manufacture their products, which
could reduce their demand for our products or services. The COVID-19 pandemic
also disrupted our product development, marketing and corporate development
activities.

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Results of operations

The following is a summary of our operating results for the three and nine months ended. May 28, 2021 and May 29, 2020:



                                                         Three Months Ended                                                           Nine Months Ended
                                  May 28,               % of                 May 29,           % of             May 28,                % of               May 29,           % of
                                    2021               sales*                  2020           sales*             2021                 sales*                2020           sales*
                                     (in thousands, other than percentages and per share data)                    (in thousands, other than percentages and per share data)
Condensed Consolidated
Statements of Operations:
Net sales                      $      437,728                 100 %       $      281,287          100 %    $       1,033,433                100 %      $      825,347          100 %
Cost of sales (1)(2)                  353,241                  81 %              227,054           81 %              842,847                 82 %             665,288           81 %
Gross profit                           84,487                  19 %               54,233           19 %              190,586                 18 %             160,059           19 %
Operating expenses:
Research and development (1)           16,718                   4 %               14,436            5 %               32,534                  3 %              44,023            5 %
Selling, general and
administrative (1) (2)                 48,475                  11 %               29,733           11 %              118,195                 11 %              91,935           11 %
Change in estimated fair
value of acquisition-related
contingent consideration               16,400                   4 %                    -            -                 16,400                  2 %                   -            -
Total operating expenses               81,593                  19 %               44,169           16 %              167,129                 16 %             135,958           16 %
Income from operations                  2,894                   1 %               10,064            4 %               23,457                  2 %              24,101            3 %
Other expense, net:
Interest expense, net                  (5,049 )                (1 %)              (3,094 )         (1 %)             (12,568 )               (1 %)            (11,736 )         (1 %)
Other expense, net                       (489 )                 0 %               (3,445 )         (1 %)              (1,187 )                0 %             (16,671 )         (2 %)
Total other expense                    (5,538 )                (1 %)              (6,539 )         (2 %)             (13,755 )               (1 %)            (28,407 )         (3 %)
Income (loss) before income
taxes                                  (2,644 )                (1 %)               3,525            1 %                9,702                  1 %              (4,306 )         (1 %)
Provision for income taxes              4,010                   1 %                2,700            1 %                8,485                  1 %               4,365            1 %
Net income (loss)                      (6,654 )                (2 %)                 825            0 %                1,217                  0 %              (8,671 )         (1 %)
Net income attributable to
noncontrolling interest                   557                   0 %                    -            -                    557                  0 %                   -            -
Net income (loss)
attributable to SGH            $       (7,211 )                (2 %)      $          825            0 %    $             660                  0 %      $       (8,671 )         (1 %)

Earnings per share:
Basic                          $        (0.30 )                           $         0.03                   $            0.03                           $        (0.36 )
Diluted                        $        (0.30 )                           $         0.03                   $            0.03                           $        (0.36 )
Shares used in computing
earnings per share:
Basic                                  24,035                                     24,066                              24,843                                   23,895
Diluted                                24,035                                     24,431                              25,902                                   23,895

* Amounts may not be calculated accurately due to rounding.


(1) Includes share-based compensation expense as follows:
Cost of sales                  $        1,166                             $          699                   $           2,807                           $        2,161
Research and development                1,468                                        780                               3,056                                    2,306
Selling, general and
administrative                          5,747                                      3,428                              19,004                                   11,043
(2) Includes amortization of intangible assets expense as follows:
Cost of sales                  $        2,937                             $          647                   $           4,231                           $        1,941
Selling, general and
administrative                          3,247                                      2,767                               8,780                                    8,299



Three and nine months over May 28, 2021 compared to the three and nine months ended May 29, 2020

Net sales


Net sales increased by $156.4 million, or 55.6%, during the three months ended
May 28, 2021 compared to the same period in the prior year, and by $208.1
million, or 25.2%, during the nine months ended May 28, 2021 compared to the
same period in the prior year. The increase was due in large part to $101.8
million of revenue from our LED business acquired in March 2021. Net sales were
positively impacted by an increase in IPS product sales of $35.0 million, or an
increase of 57.4%, and $48.9 million, or an increase of 24.7%, for the three-
and nine-month periods, respectively, primarily due to increased volume of sales
with one of our largest customers in the IPS segment. In addition, our sales of
Brazil products increased by $25.8 million and $42.4 million, or 27.8% and
14.9%, respectively, for the three- and nine- month periods, primarily due to
higher volume of mobile memory and DRAM revenue and higher average selling
prices for mobile memory of 28.7% and 48.3%, respectively, resulting from a
change in product mix.

Cost of sales


Cost of sales increased by $126.2 million, or 55.6%, during the three months
ended May 28, 2021 compared to the same period in the prior year, and by $177.6
million, or 26.7%, during the nine months ended May 28, 2021 compared to the
same period in the prior year. The increase in the three- and nine-month periods
was primarily due to higher cost of materials of $92.4 million and $140.7

                                       45

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million or 48% and 25%, respectively, due to the higher level of sales, as well
as additional costs for the new LED business, as well as higher production costs
related to the increased revenue. Included in the cost of sales increases were
favorable foreign exchange impacts of $1.4 million and $6.3 million for the
three and nine-month periods, respectively, due to locally sourced cost of sales
in Brazil.

Gross Profit

Gross margin remained level at 19.3% during both three-month periods, and
decreased to 18.4% during the nine months ended May 28, 2021 compared to 19.4%
for the same period in the prior year, primarily due to higher material costs
for our Brazil and IPS products.

Research and development costs


Research and development ("R&D") expense increased $2.3 million, or 15.8%,
during the three months ended May 28, 2021 compared to the same period in the
prior year, and decreased $11.5 million, or 26.1%, during the nine months ended
May 28, 2021 compared to the same period in the prior year. The change during
the three- and nine-month periods was primarily due to $7.5 million additional
costs from our new LED business, as well as higher personnel-related expenses
and depreciation. The higher expense was partially offset by $8.2 million and
$22.2 million in the three- and nine-month periods, respectively, of Brazil
financial credits resulting from amendments to the IT law implemented in April
2020. For additional information, see Note 1(i) in our Notes to Unaudited
Condensed Consolidated Financial Statements. Included in the R&D expense
increases/decreases were unfavorable foreign exchange impacts of $0.2 million
and $2.7 million for the three- and nine-month periods, respectively.

Selling, general and administrative expenses


Selling, general and administrative ("SG&A") expense increased by $18.7 million,
or 63.0%, during the three months ended May 28, 2021 compared to the same period
in the prior year, and $26.3 million, or 28.6%, during the nine months ended May
28, 2021 compared to the same period in the prior year. The increases were
primarily $9.7 million additional costs from our new LED business, as well as
higher share-based compensation expense of $2.3 million and $8.0 million in the
three- and nine-month periods, respectively, resulting from additional grants,
as well as higher personnel-related expenses, professional services, acquisition
expenses and intangible amortization expense. For additional information on
share-based compensation expense, see Note 9 in our Notes to Unaudited Condensed
Consolidated Financial Statements. Included in the SG&A expense increases were
favorable foreign exchange impacts of $0.2 million and $1.3 million for the
three- and nine-month periods, respectively.

Other income (expenses)


Interest expense, net increased $2.0 million, or 63.2%, during the three months
ended May 28, 2021 compared to the same period in the prior year, and $0.8
million, or 7.1%, during the nine months ended May 28, 2021 compared to the same
period in the prior year, primarily due to higher interest expense resulting
from the issuance of the Purchase Price Note resulting from the LED acquisition,
as well as our convertible senior notes. For additional information, see Notes 2
and 7 in our Notes to Unaudited Condensed Consolidated Financial Statements.

Other income (expense), net decreased by $3.0 million and $15.5 million for the
three- and nine-month periods, respectively. The decrease in the nine-month
period was primarily due to $6.8 million extinguishment loss of long-term debt
and $7.7 million mark-to-market losses on our Capped Calls in the second quarter
of fiscal 2020, as well as foreign currency losses.

Provision for income taxes


Income tax expense includes a provision for federal, state and foreign taxes
based on the annual estimated effective tax rate applicable to SMART, adjusted
for certain discrete items which are fully recognized in the period they occur.

Provision for income taxes increased by $1.3 million and $4.1 million for the
three and nine months ended May 28, 2021, respectively, compared to the same
period in the prior year, primarily due to the profits and related taxes in
non-U.S. jurisdictions.

As of May 28, 2021, SMART has a full valuation allowance for our net deferred
tax assets associated with our U.S. operations. The amount of the deferred tax
asset considered realizable could be adjusted if significant positive evidence
increases.

Determining the consolidated provision for income tax expense, income tax
liabilities and deferred tax assets and liabilities involves judgment. SMART
calculates and provides for income taxes in each of the tax jurisdictions in
which it operates, which involves estimating current tax exposures as well as
making judgments regarding the recoverability of deferred tax assets in each
jurisdiction. The estimates used could differ from actual results, which may
have a significant impact on operating results in future periods.

                                       46

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Liquidity and capital resources



                                                              Nine Months Ended
                                                          May 28,          May 29,
                                                            2021             2020
                                                               (in thousands)
Cash provided by operating activities                   $    105,328     $  

62 227

Cash used in investing activities                            (68,408 )        (16,735 )
Cash provided by financing activities                          1,295        

12 751

Effect of exchange rate changes on cash and cash
equivalents                                                      (34 )        (24,537 )
Net increase in cash and cash equivalents               $     38,181     $     33,706



AT May 28, 2021, we had cash and cash equivalents of $ 189.0 million, of which approximately $ 164.2 million took place outside of United States.


In February 2020, we issued $250.0 million in aggregate principal amount of
2.25% convertible senior notes due 2026 for which we received proceeds of $243.1
million, net of issuance costs. We used $204.9 million for extinguishment of
long-term debt and $21.8 million for purchasing privately-negotiated Capped
Calls. For additional information, see Note 7 in our Notes to Unaudited
Condensed Consolidated Financial Statements.

On March 1, 2021, as part of the acquisition of the LED Business, we paid Cree
$50.0 million in cash and issued Cree a $125 million Purchase Price Note. Cree
also has the potential to receive an earn-out payment of up to $125 million
based on the revenue and gross profit performance of the LED Business during the
Earnout Period with a minimum payment of $2.5 million, payable in the form of an
Earnout Note. The Purchase Price Note and the Earnout Note, if earned and
issued, will accrue interest at a rate of three-month LIBOR plus 3.0% with
interest paid every three months, and one bullet payment of principal and all
accrued and unpaid interest will be payable on each of the notes' respective
maturity dates. The Purchase Price Note will mature on August 15, 2023, and the
Earnout Note will mature on March 27, 2025.

We expect that our existing cash and cash equivalents, line of credit and cash
generated by operating activities will be sufficient to fund our operations for
at least the next twelve months. Our principal uses of cash and capital
resources are acquisitions, debt service requirements as described below,
capital expenditures, R&D expenditures and working capital requirements. We
expect that future capital expenditures will focus on expanding capacity of our
operations, expanding our R&D activities, manufacturing equipment upgrades,
acquisitions and IT infrastructure and software upgrades. Cash and cash
equivalents consist of funds held in demand deposit accounts and money market
funds. We do not enter into investments for trading or speculative purposes.

During the nine months ended May 28, 2021, cash provided by operating activities
was $105.3 million. The primary factors affecting our cash flows during this
period were $82.6 million of non-cash related expenses, $21.5 million change in
our net operating assets and liabilities, and $1.2 million of net income. The
$21.5 million change in net operating assets and liabilities consisted of
increases of $15.4 million in accounts receivable, $66.5 million in inventory
and $14.2 million in prepaid expenses and other assets and a decrease of $4.5
million of operating lease liabilities, offset by increases of $116.2 million of
accounts payable and $5.9 million in other current and long-term liabilities.
The increase in accounts receivable was due to higher gross sales, and increases
in both inventory and accounts payable were primarily due to higher inventory
along all business areas.

During the nine months ended May 29, 2020, cash provided by operating activities
was $62.2 million. The primary factors affecting our cash flows during this
period were $65.3 million of non-cash related expenses and $5.6 million change
in our net operating assets and liabilities, partially offset by $8.7 million of
net loss. The $5.6 million change in net operating assets and liabilities
consisted of increases of $17.9 million in accounts receivable, $72.5 million in
inventory and $1.1 million in prepaid expenses and other assets, and a decrease
of $3.5 million of operating lease liabilities, offset by increases of $95.7
million of accounts payable and $4.9 million in accrued expense and other
liabilities. The increase in accounts receivable was primarily due to timing of
sales, while the increases in inventory and accounts payable were primarily due
to the transition of inventory from contract manufacturers to the company due to
our recent acquisitions, as well as higher purchases for certain programs.

Net cash used in investing activities during the nine months ended May 28, 2021
was $68.4 million consisting primarily of $40.0 million of purchases of property
and equipment and deposits and $28.6 million for the LED acquisition, net of
cash acquired. Net cash used in investing activities during the nine months
ended May 29, 2020 was $16.7 million consisting primarily of purchases of
property and equipment.

Net cash provided by financing activities during the nine months ended May 28,
2021 was $1.3 million, consisting primarily of $25.0 million net proceeds from
borrowings under our revolving line of credit, $13.2 million proceeds from
issuance of ordinary shares from share option exercises and employee share
purchase plans and $11.4 million proceeds from issuance of the FINEP loan,
partially offset by $44.3 million payment for repurchase of ordinary shares and
$4.0 million for withholding tax on restricted stock units. Net cash provided by
financing activities during the nine months ended May 29, 2020 was $12.8
million, consisting primarily of $243.1 million proceeds from issuance of
convertible notes and $4.9 million proceeds from issuance of ordinary shares
from share option exercises and employee share purchase plans, partially offset
by $204.9 million payment for extinguishment of long-term debt, $21.8 million
purchase of Capped Calls, $7.9 million long-term debt payments for both the
Amended Credit Agreement and the BNDES Credit Agreement and $0.6 million for
withholding tax on restricted stock units.

                                       47

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No material changes have been made to the contractual obligations previously disclosed in our annual report.

Off-balance sheet provisions


We do not have any relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. In addition, we do not have any undisclosed borrowings or
debt, and we have not entered into any synthetic leases. We are, therefore, not
materially exposed to any financing, liquidity, market or credit risk that could
arise if we had engaged in such relationships.

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial conditions, net sales or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

Recent accounting positions


See Note 1 of our Notes to Unaudited Condensed Consolidated Financial Statements
for information regarding the effect of recent accounting pronouncements on our
financial statements.

Critical accounting policies


The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
("U.S. GAAP") requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. We base our
estimates on historical facts and various other assumptions that we believe to
be reasonable at the time the estimates are made. Actual results could differ
from those estimates.

Our critical accounting policies are important to the portrayal of our financial
condition and results of operations, and require us to make judgments and
estimates about matters that are inherently uncertain. Except for the critical
accounting estimates associated with revenue recognition and business
acquisitions as discussed below, there have been no material changes to our
critical accounting policies and estimates disclosed in "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" and Note 1, Overview,
Basis of Presentation and Significant Accounting Policies, in each case in our
Annual Report.

Business Acquisitions

Accounting for acquisitions requires us to estimate the fair value of
consideration paid and the individual assets and liabilities acquired, which
involves a number of judgments, assumptions and estimates that could materially
affect the amount and timing of costs recognized in subsequent periods. We
typically obtain independent third-party valuation studies to assist in
determining fair values, including assistance in determining future cash flows,
discount rates and comparable market values. Items involving significant
assumptions, estimates and judgments include the following:



• Fair value of the consideration paid or transferred (including contingent consideration);

• Inventory, including estimated future selling prices, product sales schedule and costs of completing work in progress;

• Properties, installations and equipment, including the determination of values ​​in a continuous use model;

• Debt, including discount rate and payment schedule;

• Intangible assets, including valuation methodology, estimates of

      revenues and costs, profit allocation rates attributable         to the
      acquired technology and discount rates; and

• Deferred tax assets, including projections of future taxable income and taxes

rates.



The valuation of contingent consideration in connection with an acquisition is
inherently challenging due to dependence on the occurrence of future events and
often complex payment provisions. Estimating the fair value of contingent
consideration at an acquisition date and in subsequent periods involves
significant judgments, including projecting future average selling prices,
future sales volumes, manufacturing costs and gross margins. To project average
selling prices and sales volumes, we review recent sales volumes, existing
customer orders, current prices and other factors such as industry analyses of
supply and demand, seasonal factors, general economic trends and other
information. To project manufacturing costs, we must estimate future production
levels and costs of production, including labor, materials and other overhead
costs. Actual selling prices and sales volumes, as well as levels, and costs, of
production, can often vary significantly from projected amounts.

                                       48

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Revenue recognition


Revenue is primarily recognized at a point in time when control of the promised
goods or services is transferred to our customers in an amount that reflects the
consideration we expect to be entitled to in exchange for those goods or
services. Contracts with our customers are generally short-term in duration at
fixed, negotiated prices with payment generally due shortly after delivery. We
estimate a liability for returns using the expected value method based on
historical rates of return. In addition, we generally offer price protection to
our distributors, which is a form of variable consideration that decreases the
transaction price. We use the expected value method, based on historical price
adjustments and current pricing trends, to estimate the amount of revenue
recognized from sales to distributors. Differences between the estimated and
actual amounts are recognized as adjustments to revenue.



                                       49

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Become a Converse Bank Visa cardholder at preferential conditions http://goodwillsavannahga.org/become-a-converse-bank-visa-cardholder-at-preferential-conditions/ Sat, 03 Jul 2021 04:35:07 +0000 http://goodwillsavannahga.org/become-a-converse-bank-visa-cardholder-at-preferential-conditions/


Converse Bank is offering to become the Visa Classic, Visa Gold, Visa Business and Visa Platinum cardholder by July 31 and use the reduced 50% annual service fee for the life of the card. At the customer’s request, the family member will also be given a free card attached to Visa Classic, Visa Gold or Visa Platinum, depending on the type of main card of the customer.

In the case of premium class cards, a personal safe service will be offered at a reduced value of 50% of the service charge in “Yeritasardakan”, “Kilikia”, “Arshakunyats”, “Gyumri”, “Kentronak” and “Nor Nork”, as well as a Visa PaySticker or Visa MiniFob / with its accessory / without payment.

New cardholders will also have the opportunity to participate in the campaign launched for holders of the Converse Bank Visa card. During this campaign, aimed at encouraging non-cash payments, customers who have made the most purchases and accumulated Gold Points, will receive valuable gifts, including:

– The first 10 holders with the most gold points will receive standardized gold bars of 10 grams (value 999.9),

– and those classified 11-50e with the number of gold points – will receive standardized gold bars of 5 grams (grade 999.9).

The campaign is valid until August 31.

Details: https://benefits.conversebank.am/hy/current-promotions/item/2021/05/19/profit-from-visa/ and https://benefits.conversebank.am/en/current-promotions/item/2021/05/31/visa_gold_points_promotion/

Supervision of Converse Bank is exercised by the Central Bank.


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Form 10-Q / A Primavera Capital Acquis For: March 31 http://goodwillsavannahga.org/form-10-q-a-primavera-capital-acquis-for-march-31/ Fri, 02 Jul 2021 12:34:29 +0000 http://goodwillsavannahga.org/form-10-q-a-primavera-capital-acquis-for-march-31/

Article 2.

Management’s discussion and analysis of the financial position and operating results

References in this report (the ?? Quarterly Report ??) to ?? us, ?? ??we?? or the ?? Company ?? refer to Primavera Capital Acquisition Corp. References to our ?? management ?? or our ?? management team ?? refer to our officers and directors, and references to the ?? Sponsor ?? refer to Primavera Capital Acquisition LLC. The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and related notes contained elsewhere in this quarterly report. Certain information contained in the discussion and analysis presented below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

Does this quarterly report include “forward-looking statements”? within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Exchange Act which are not historical facts and involve risks and uncertainties which could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this form 10-Q including, without limitation, the statements in this analysis and management’s analysis of financial condition and results of operations ?? regarding the completion of the Proposed Business Combination (as defined below), the financial condition of the Company, its business strategy and management’s plans and objectives for future operations, are forward-looking statements. Words like ?? to expect, ?? ??believe,?? ??to anticipate,?? ?? the intention, ??? ??estimate,?? ??search?? and variations and similar words and phrases are intended to identify such forward-looking statements. These forward-looking statements relate to future events or future performance, but reflect the current beliefs of management, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results described in forward-looking statements, including the fact that the terms of the proposed business combination are not. not met. For information identifying material factors that could cause actual results to differ materially from those anticipated in forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering. savings filed with the US Securities and Exchange. Commission (the ?? SEC ??). The company’s securities filings can be viewed in the EDGAR section of the SEC’s website at www.sec.gov. Unless expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on July 16, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or consolidation of ‘similar companies with one or more companies or entities. We intend to effect our business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our shares, our debt or our debts. a combination of cash, stocks and debt.

We expect to continue to incur significant costs in pursuing our acquisition plans. We cannot guarantee that our plans to complete a business combination will be successful.

Results of operations

We have not engaged in any activity or generated any income to date. Our only activities from July 16, 2020 (creation) to March 31, 2021 were organizational activities, those necessary for the preparation of the initial public offer, described below, and the identification of a target company for a merger of companies. We do not expect to generate any revenue until the completion of our business combination. We generate not operational in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of our public company status (for legal, financial, accounting and auditing compliance), as well as for due diligence expenses.

For the quarter ended March 31, 2021, we had net income of $ 18,430,219, which consists of a change in the fair value of liabilities related to warrants of $ 21,291,339, attributable transaction costs warrants of $ 2,092,043 and interest earned on investments held in the trust account. of $ 4,425, offset by general and administrative expenses of $ 685,200 and a change in fair value of FPA of $ 88,302.

Liquidity and capital resources

On January 26, 2021, we completed the initial public offering of 41,400,000 units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 units, at 10.00 $ per unit, generating gross proceeds of $ 414,000,000. Concurrently with the closing of the initial public offering, we completed the sale of 10,280,000 private placement warrants at a price of $ 1.00 per private placement warrant as part of a private placement to the limited partner. , generating gross proceeds of $ 10,280,000.

Following the initial public offering, the full exercise of the over-allotment option and the sale of the private placement warrants, a total of $ 414,000,000 was placed in the trust account. . We incurred $ 23,454,123 in costs related to the initial public offering, consisting of $ 8,280,000 in underwriting fees, $ 14,490,000 in deferred underwriting fees and $ 684,123 in other costs. offer.

For the quarter ended March 31, 2021, cash used in operating activities amounted to $ 840,033. Net income of $ 18,430,219 was impacted by interest earned on marketable securities held in the trust account of $ 4,425, a change in the fair value of warrants liability of $ 21,291,339, a change the fair value of the APF of $ 88,302 and transaction costs attributable to the warrants of $ 2,092,043. Changes in operating assets and liabilities used $ 154,833 of cash for operating activities.

17


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Nordic Entertainment: NENT Group accepts sale of 12 NENT Studios production labels to Fremantle http://goodwillsavannahga.org/nordic-entertainment-nent-group-accepts-sale-of-12-nent-studios-production-labels-to-fremantle/ Fri, 02 Jul 2021 09:02:59 +0000 http://goodwillsavannahga.org/nordic-entertainment-nent-group-accepts-sale-of-12-nent-studios-production-labels-to-fremantle/

Nordic entertainment group (NENT Group) accepted the sale of 12 NENT Studios production labels in Fremantle. The sale is compliant NENT Group stated ambition to concentrate NENT Studios on scripted content for its Viaplay streaming service, which will be available in at least 15 countries by the end of 2023.

The deal with Fremantle covers 12 labels in four Nordic countries that operate in unscripted, scripted and factual businesses: Strong productions (Denmark); Grillifilms, Moskito Television and Production House (Finland); Monster, Novemberfilm, One Big Happy Family, Playroom, Rakett and Strix TV (Norway); and Baluba and Strix Television (Sweden).

Fremantle is one of the world’s leading creators, producers and distributors of scripted and unscripted content. With a presence spanning 26 territories, the company’s original programming spans over 12,000 hours and distributes over 30,000 hours of content in more than 180 territories.

Gabriel Catrina, NENT Group EVP & Chief Financial Officer: “We are confident that Fremantle’s global reach will create many opportunities for these great companies. This agreement concludes the disposals of all the assets of Studios that we had planned. on the provision of scripted content exclusively for Viaplay, which ultimately led to the removal of Studios as a separate revenue disclosure in our reports. “

Jennifer mullin, CEO of Fremantle: “This is an exciting opportunity both to expand our presence in the Nordic countries and to welcome a host of exceptional new talent to the Fremantle family. Nordic IP is enjoying huge success internationally and with our ability to amplify distribution globally, I am confident that we will be able to deliver the excellent content produced by these labels to an even wider audience. . “

The transaction is subject to customary closing conditions and regulatory approvals, and is expected to close in the third or fourth quarter of this year when NENT Group report on the financial impact of the transaction. The non-cash financial impact of previous sales of Splay One and NENT Studios United Kingdom will be included in NENT Group Q2 results, with minimal impact on discontinued operations and approximately -75 million Swedish kronor presented as an element affecting the comparability of continuing operations.

****

NOTES TO EDITORS

Nordic Entertainment Group AB (published) (NENT Group) Viaplay streaming service is available in all Nordic countries and in Estonia, Latvia and Lithuania. Viaplay will launch into Poland and the United States in 2021 and the Netherlands in 2022, followed by four more markets by the end of 2023. We operate streaming services, TV channels, radio stations and production companies, and our goal is to tell stories, to reach lives and expand worlds. Based at Stockholm and with a global vision, NENT Group is listed on Nasdaq Stockholm (‘NENT A’ and ‘NENT B’).

Contact us:
press@nentgroup.com (or Nicolas smith, Senior communication Manager: +46 73 699 2695)
investors@nentgroup.com (or Matthew Hooper, Chief Corporate Affairs Officer: +44 7768 440 414)

Download high resolution photos: Flickr

Follow us:
nentgroup.com / Facebook / Twitter / LinkedIn / Instagram

Privacy Policy:
Read NENT Group privacy policy, click here

https://news.cision.com/nordic-entertainment-group/r/nent-group-agrees-sale-of-12-nent-studios-production-labels-to-fremantle,c3378281

https://mb.cision.com/Main/16563/3378281/1440005.pdf

https://news.cision.com/nordic-entertainment-group/i/nent-group,c2932369

(c) Decision 2021. All rights reserved., source Press Releases – English


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