Blog: FATHOM DIGITAL MANUFACTURING CORP : Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 2.02. Results of Operations and Financial Condition.

On August 15, 2022, Fathom Digital Manufacturing Corporation (“Fathom”) issued a
press release announcing its financial results for the quarter ended June 30,
2022. The press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information
contained in Item 2.02 of this Current Report and in Exhibit 99.1 is being
furnished and shall not be deemed “filed” with the Securities and Exchange
Commission (the “SEC”) for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section and will not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as expressly set forth by
specific reference in such filing.

Exhibit 99.1 to this Current Report contains certain financial measures that are
considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit
99.1 to this Current Report also contains the reconciliation of these non-GAAP
financial measures to their most directly comparable financial measures
calculated and presented in accordance with generally accepted accounting
principles, as well as the reasons why Fathom’s management believes that
presentation of the non-GAAP financial measures provides useful information to
investors regarding Fathom’s results of operations and, to the extent material,
a statement disclosing any other additional purposes for which Fathom’s
management uses the non-GAAP financial measures.

Item 7.01. Regulation FD Disclosure.

Fathom is posting an earnings presentation for the second quarter ended June 30,
2022 to its website at https://investors.fathommfg.com. A copy of the
presentation is being furnished herewith as Exhibit 99.2. Fathom will use the
presentation during its conference call on August 15, 2022 and also may use the
presentation from time to time in conversations with analysts, investors and
others.

In accordance with General Instruction B.2 of Form 8-K, the information
contained in Item 7.01 of this Current Report and in Exhibit 99.2 is being
furnished and shall not be deemed “filed” with the Securities and Exchange
Commission (the “SEC”) for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section and will not be incorporated
by reference into any registration statement or other document filed under the
Securities Act, or the Exchange Act, except as expressly set forth by specific
reference in such filing.

The information contained in Exhibit 99.2 is summary information that is
intended to be considered in the context of Fathom’s filings with the SEC.
Fathom undertakes no duty or obligation to publicly update or revise the
information contained in this Current Report, although it may do so from time to
time as its management believes is warranted. Any such updating may be made
through the filing of other reports or documents with the SEC, through press
releases or through other public disclosure.

Exhibit 99.2 to this Current Report contains certain financial measures that are
considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit
99.2 to this Current Report also contains the reconciliation of these non-GAAP
financial measures to their most directly comparable financial measures
calculated and presented in accordance with generally accepted accounting
principles, as well as the reasons why Fathom’s management believes that
presentation of the non-GAAP financial measures provides useful information to
investors regarding Fathom’s preliminary unaudited results of operations and, to
the extent material, a statement disclosing any other additional purposes for
which Fathom’s management uses the non-GAAP financial measures.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits.

Exhibit
Number                                     Description

99.1         Press Release dated August 15, 2022
99.2         Fathom Presentation, August 15, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses

Blog: Delleney takes on new role with Risk Partners – Captive Insurance Times

Greg Delleney has announced his decision to depart from the South Carolina Department of Insurance (SCDOI) and join capital management firm Risk Partners as captive account manager.

Delleney began working for the SCDOI in 2010 and held numerous roles at the Department, increasing in responsibility over the years.

His most recent position was chief financial analyst and assistant director of captives in the Financial Regulation and Solvency division of the SCDOI.

Commenting on the news, Delleney says: “Working in the captive division at the SCDOI has been a highlight of my career so far.

“My understanding of captives was formed here over the years, among some of the best captive insurance regulators. It has been a privilege to work for this department, and for former director Ray Farmer. The decision to leave was not an easy one, but I believe that I will be able to continue to support the industry in my new role.”

Joe McDonald, director of captives in South Carolina, comments that Delleney offered technical acumen, nuanced understanding of captive programmes, and added a great deal of humour to the division.

Dan Morris, deputy director of the Financial Regulation and Solvency division of the SCDOI, states: “Delleney became an integral piece of our team over the years. That said, the captive division here is in very capable hands and the industry can expect nothing but the high level of professionalism, responsiveness, and the regulatory stability that the captive division in South Carolina is known for.”

Blog: Daily Financial Regulation Update — Saturday, August 13, 2022 | Paul Hastings LLP – JDSupra – JD Supra

Federal Agencies

Federal Reserve Bank of New York

U.S. Economy in a Snapshot – August 2022

August 12, 2022

The Federal Reserve Bank of New York released the August 2022 U.S. Economy in a Snapshot.

Securities and Exchange Commission

SEC Approves PCAOB Amendments regarding Audits

August 12, 2022

The Securities and Exchange Commission approved the Public Company Accounting Oversight Board’s updated standards for audits that involve multiple auditing firms.

Commodity Futures Trading Commission

CFTC Issues Final Rule Modifying the Swap Clearing Requirement In Support of the Transition from LIBOR and Other Interbank Offered Rates to Alternative Reference Rates

August 12, 2022

The Commodity Futures Trading Commission announced that it issued a final rule modifying the Commission’s interest rate swap clearing requirement under part 50 of the CFTC’s regulations.

Consumer Financial Protection Bureau

Blog: Examining the factors driving high credit card interest rates

August 12, 2022

The Consumer Financial Protection Bureau published a blog post entitled, “Examining the factors driving high credit card interest rates.”

International

Bank of England

Green Notice: Proposal to engage with reporting firms to seek explicit prior consent to publish statistical data

August 12, 2022

The Bank of England released a Green Notice entitled, “Proposal to engage with reporting firms to seek explicit prior consent to publish statistical data.”

Minutes of Bank of England call with GEMMs on its provisional approach to APF gilt sales

August 12, 2022

The Bank of England released the minutes of the call with Gilt-edge Market Makers on the Bank’s provisional approach to Asset Purchase Facility gilt sales held on August 5, 2022.

Minutes of the CBDC Engagement Forum – July 2022

August 12, 2022

The Bank of England released the minutes of the CBDC Engagement Forum held on July 1, 2022.

Administration Changes

Vacancies

Federal Deposit Insurance Corporation

  • Chair – Vacant (Martin Gruenberg serves as Acting Chair)
  • Vice Chairman – Vacant

Office of the Comptroller of the Currency

  • Comptroller – Vacant (Michael Hsu serves as Acting Comptroller)

Appointments/Confirmation Hearings

U.S. Department of the Treasury – Janet Yellen (effective January 26, 2021)

Federal Reserve Board – Jerome H. Powell (effective May 23, 2022)

Federal Reserve Bank of New York – John C. Williams (effective June 18, 2018)

Federal Deposit Insurance Corporation – Martin Gruenberg (Acting Chair, appointed February 5, 2022)

Consumer Financial Protection Bureau – Rohit Chopra (effective October 12, 2021)

Securities and Exchange Commission – Gary Gensler (effective April 17, 2021)

Small Business Administration – Isabella Casillas Guzman (effective March 16, 2021)

Commodity Futures Trade Commission – Rostin Behnam (effective December 17, 2021)

Financial Crimes Enforcement Network

National Credit Union Administration – Todd M. Harper

U.S. Department of Housing and Urban Development – Marcia Fudge (effective March 10, 2021)

Federal Housing Finance Agency – Sandra L. Thompson, (confirmed May 25, 2022)

U.S. Department of Education – Dr. Miguel Cardona (effective March 2, 2021)

PH Client Alerts

Click here to read more from our Coronavirus series.

Legislation/Legislative Updates

Click here to view the full text of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), Enacted March 27, 2020.

Click here to view the full text of the Paycheck Protection Program Increase Act of 2020, Enacted April 24, 2020.

Click here to view the full text of the Paycheck Protection Program Flexibility Act of 2020, Enacted June 5, 2020.

Click here to view the full text of the Consolidated Appropriations Act, 2021, Enacted December 27, 2020.

Click here to view the full text of the American Rescue Plan of 2021, Enacted March 11, 2021.

Click here to view the full text of the PPP Extension Act of 2021, Enacted March 30, 2021.

Click here to view a running list of proposed legislation from the Senate Committee on Banking, Housing, and Urban Affairs, Senate Committee on Small Business and Entrepreneurship, House Committee on Financial Services, and House Committee on Small Business.

Blog: PATRICK INDUSTRIES INC : Regulation FD Disclosure, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01 Regulation FD Disclosure

Amended Credit Agreement

On August 11, 2022, the Company amended its Fourth Amended and Restated Credit
Agreement (the “Credit Agreement”) dated April 20, 2021 by and among the
Company, the lenders from time to time a party thereto, Wells Fargo Bank,
National Association, and certain subsidiaries of the Company, as guarantors
(the “First Amendment”). Under the First Amendment, the senior secured credit
facility was increased to $925 million from $700 million and the maturity date
was extended to August 2027 from April 2026. The senior credit facility under
the Credit Agreement is comprised of a $775 million revolving credit facility
and a $150 million term loan. In addition, base interest rates for borrowings
under the Credit Agreement were changed to the Secured Overnight Financing Rate
(SOFR) from LIBOR and the term loan quarterly repayment schedule was revised so
that it would be repaid in quarterly installments in the following amounts: (i)
beginning June 30, 2021, through and including June 30, 2025, in the amount of
$1,875,000, and (ii) beginning September 30, 2025, and each quarter thereafter,
in the amount of $3,750,000, with the remaining balance due at maturity.

The foregoing summary of the Amended Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amended Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant

The information disclosed in Item 1.01 above is incorporated herein by
reference.



Item 8.01  Other Events

On August 12, 2022, Patrick Industries, Inc. announced that on August 10, 2022,
its Board of Directors declared a quarterly cash dividend on its common stock of
$0.33 per share. The dividend is payable on September 12, 2022, to shareholders
of record at the close of business on August 29, 2022.

A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10 .1 * – First Amendment to Fourth Amended and Restated
Credit Agreement dated August 11, 2022 by and among the Company, the Guarantors,
the lenders from time to time a party thereto and Wells Fargo Bank, National
Association.

Exhibit 99.1 * – Press Release issued August 12, 2022

Exhibit 104 – Cover Page Interactive Date File (embedded within the Inline XBRL
document)


*Filed herewithin


——————————————————————————–

© Edgar Online, source Glimpses

Blog: ‘Persons connected with Russia’ – ICAEW seeks clarification – economia

Regulation 54C of the Russia (Sanctions) (EU Exit) (Amendment) (No.14) Regulations 2022 prohibit the direct or indirect provision of certain defined services (including “accountancy services”) to “persons connected with Russia”. 

Concerns have been raised about the definition of some of the services used in the The Russia (Sanctions) (EU Exit) (Amendment) (No. 14) Regulations 2022 around the meaning (and practical effect) of the term “indirect”.

The UK Government has issued Statutory Guidance on the regulations (last updated on 21 July 2022). The guidance states that: “The definition of accounting services is based on the Provisional Central Product Classification (CPC) Codes 1991 and includes CPC 86212 Accounting Review Services, CPC 86213 Compilation of Financial Statements services, CPC 86219 Other Accounting Services and CPC 86220 Bookkeeping Services, except tax returns.

“The definitions of business and management consulting and public relations services are based on Extended Balance of Payments Services classification (EBOPS) 2010 and includes EBOPS 10.2.1.3 – Business and management consulting and public relations services includes advisory, guidance and operational assistance services provided to businesses for business policy and strategy, and the overall planning, structuring and control of an organisation.”

The guidance states that the definitions used in the legislation are “based on” the classifications used in the CPC Codes 1991 and EBOPS 2010. The accounting classifications referred to in the guidance do not cover tax (which are dealt with in separate classifications). 

While it might be possible to mount an argument that services which are not explicitly referred to in the statutory guidance should be excluded from the prohibition by implication, it is important to note that the legislation does not itself refer to (or explicitly incorporate) these classifications. 

Regulation 54D defines the services that are prohibited, and it is this definition that must be complied with.

As such, it is possible that the definition of services in regulation 54D might be potentially wider than the matters listed in these classifications.

It is therefore important that anyone who might be providing services to “persons connected with Russia”:

  1. should break down the actual services being provided into constituent parts and analyse them carefully; and
  2. should obtain legal advice, tailored to their explicit circumstances, to ensure that they do not inadvertently fall foul of the prohibition on providing the defined services, with the potential criminal and reputational consequences that might follow. 

If in doubt, or if the legal advice is that the service would fall under the prohibition, then consideration may be given to applying for a licence to provide the service. However, the very limited circumstances in which a licence may be granted and the short time frames applicable should be noted.

Firms that do not have previous (or extensive) experience of providing services to “persons connected to Russia” should exercise particular caution if they are approached to do so by new clients.

Recent guidance issued by OFSI and US authorities in relation to red flags for potential sanctions evasion, can be found at the following links:

Blog: AMMO, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On August 15, 2022, Ammo, Inc. (the “Company”) issued a press release announcing
that its Board of Directors unanimously approved the spin-off of its
manufacturing business into a separate publicly traded company. The Company
expects that this transaction will result in a distribution to its shareholders
of 100% of the stock of the new independent publicly traded company. The
distribution is intended to be tax-free to both companies and their shareholders
for U.S. federal income tax purposes. The marketplace business will remain a
part of the Company, operating under a new name and ticker symbol. As of this
date, the Company reasonably anticipates the transaction will be completed in
the 2023 calendar year, subject to final approval by the Company’s Board of
Directors, a Form 10 registration statement being declared effective by the U.S.
Securities and Exchange Commission, regulatory approvals and satisfaction of
other standard and necessary terms and conditions. There can be no assurance the
transaction will be consummated or as concerns the ultimate timing of the
proposed transaction.

The information in this Item in this Current Report on Form 8-K, Exhibits 99.1
and 99.2 attached hereto are being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, regardless of any general incorporation language in such
filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 15, 2022.

99.2 Investor Presentation dated August 15, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses

Blog: OMNIQ CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

On August 15, 2022, OmniQ Corp. (the “Company”) issued a press release in
connection with the release of the Company’s 10-Q for the quarter ended June 30,
2022. A copy of the press release is attached as Exhibit 99.1 and is hereby
incorporated by reference in its entirety.

Item 9.01 Financial statements and Exhibits



(d) Exhibits.



Exhibit Number   Description
99.1               Press Release dated August 15, 2022.
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

© Edgar Online, source Glimpses

Blog: UN calls for comprehensive crypto regulation in developing countries – FinTech Futures

The United Nations Conference on Trade and Development (UNCTAD) has outlined the “risks and costs” of cryptocurrencies to developing nations in three policy briefs, suggesting ways to limit their expansion.

UNCTAD outlines “risks and costs” of crypto to emerging countries

The UNCTAD, which promotes the interests of developing states in world trade, details how crypto is a potential threat to financial stability, the allocation of capital and resources and the security of monetary systems within developing countries.

Citizens of emerging nations, such as Kenya, Venezuela and India, are disproportionately more likely to own digital currency, the UNCTAD says, with 15 of the top 20 countries with the highest share of digital asset ownership being emerging countries.

It calls on developing nations to curb crypto advertising and introduce robust regulation of crypto exchanges, digital wallets and other aspects of decentralised finance. It also suggests banning financial institutions from holding crypto.

It says developing nations should also rethink their capital controls to take account of the “decentralised, borderless and pseudonymous” nature of crypto.

On an international level, the UNCTAD recommends implementing a global tax framework regarding crypto tax, regulation and information sharing.

The organisation says cryptoisation, the process by which crypto unofficially replaces domestic currencies, can “jeopardise the monetary sovereignty of countries”.

The recent volatility in the digital asset space shows that while there are private risks to holding crypto, if a central bank moves to protect financial stability, these “currency shocks” can be exacerbated. “Then the problem becomes a public one,” the UNCTAD says.

Stablecoins also pose “particular risks” for developing countries with unmet demand for reserve currencies, the organisation says.

“For some of these reasons, the International Monetary Fund has expressed the view that cryptocurrencies pose risks as legal tender.”

The UNCTAD also suggests implementing a domestic digital payment system in order to fulfil the “public good” aspect of crypto while limiting their expansion in developing countries.

Monetary authorities could also provide a central bank digital currency (CBDC) or a fast retail payment system, the UNCTAD says, while also urging authorities to maintain the issuance and distribution of cash.

Lastly, the UN body says cryptocurrencies may curb the effectiveness of capital controls, “a key instrument for developing countries” to manage policy and economic stability.

Although cryptocurrencies can facilitate remittances, they may also enable tax evasion and avoidance through illicit flows, the UNCTAD says.

Blog: Termites ‘eat up’ NSITF documents containing expenditures worth N17bn – Premium Times

Termites have allegedly eaten up some documents of the Nigeria Social Insurance Trust Fund (NSITF) containing expenditures worth N17.1 billion, officials of the agency have told the Senate.

These documents are said to contain details of spendings by the agency in 2013.

The NSITF management stated this when it appeared before the Senate Public Accounts Committee (SPAC) on Friday.

Details of this expenditure and more are contained in the 2018 audit report of the Office of the Auditor General of the Federation (OAuGF).

In the report, which is now being considered by the SPAC, the OAuGF queried the agency for spending billions without appropriate supporting documents.

The management could not, however, justify the spending of the money when it was confronted by the panel.

The query

The OAuGF said the N17.158 billion represented the total amount, transferred by the NSITF from its Skye Bank and First Bank accounts, into various untraceable accounts between January and December 2013.

These account, it said, belongs to individuals and companies.

The report also issued 50 different queries for alleged misappropriation of funds against the agency.

“Management of NSITF, as shown in statements of account number 1750011691 with Skye Bank Plc, for the period 1st January, 2013 to 20th December, 2013, and statements of account number 2001754610 with First Bank Plc for the period January 7, 2013 to February 28, 2013, transferred amounts totalling N17,158,883,034.69 to some persons and companies from these accounts,” part of the report read.

“However, payment vouchers relating to the transfers together with their supporting documents were not provided for audit. Consequently, the purpose(s) for the transfers could not be authenticated.“

The OAuGF noted that these are in violation of Financial Regulation 601 which states that “all payment entries in the cashbook/accounts shall be vouched for on one of the prescribed treasury forms. Vouchers shall be made out in favour of the person or persons to whom the money is actually due.



“Under no circumstances shall a cheque be raised, or cash paid for services for which a voucher has not been raised.”

Termites, rain take the blame

Both past and present managements of the agency were summoned by the chairman of the Senate panel, Matthew Urhoghide.

When confronted with the queries from the audit report, no official could give a satisfactory explanation for the spending.

The past management that headed the agency in 2013 told the panel that they left behind the relevant cash vouchers for the the transactions.

The agency’s Managing Director from 2010 to 2016, Umar Abubakar, allegedly claimed that he was aware of the query and had no explanations to render since the audit exercise was not carried out during his tenure.

On his part, Adebayo Somefun, who headed the agency from May 2017 to July 2020, insisted that those in the agency’s account section should be able to trace the documents.

But the current Managing Director, Michael Akabogu, said the documents were in the organisation’s possession.

He said “the container the said documents were kept by past management has not only been beaten by rains over the years but even possibly been eaten up by termites,” he told the panel.

“I told the past management officers on the need for them to help us out in answering this query with necessary documents which have not been made available for us.”

Another official of the agency, whose name could not be ascertained, told the panel that the container in question has been under lock and key and abandoned in an isolated area within the premises of the organisation in Abuja.

Mr Urhoghide, thereafter, mandated both members of past and present management of the NSITF to re-appear before the panel with all necessary evidence concerning the transactions unfailingly on Thursday, September 22, 2022.

Inexplicable expenditures are few of many queries issued by the OAuGF every year.

In the 2017 report, the OAuGF exposed how some Ministries, Departments and Agencies (MDAs) would pay salaries to dead or retired staffers, purchase vehicles and other properties without proper documentation.

Although the Senate committee queries agencies indicted, no concrete penalty has been given.


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