DECISIONPOINT SYSTEMS, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)


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The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and notes thereto included elsewhere
in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q
contains statements that discuss future events or expectations, projections of
results of operations or financial condition, trends in our business, business
prospects and strategies and other "forward-looking" information. In some cases,
you can identify "forward-looking statements" by words like "may," "will,"
"should," "expects," These statements may relate to, among other things, our
expectations regarding for our financial results, revenue, operating expenses
and other financial measures in future periods, and the adequacy of our sources
of liquidity to satisfy our working capital needs, capital expenditures, and
other liquidity requirements. Our actual results may differ materially from
those anticipated in these forward-looking statements. Among the factors that
could cause actual results to differ materially are the factors discussed under
"Risk Factors" in documents and reports we have filed with the Securities and
Exchange Commission. Some additional factors that could cause actual results to
differ include:


? our potential needs to obtain external financing for our current and proposed projects

operations and potential acquisition and expansion efforts;

? the continuing effects of the COVID-19 pandemic, or any other health epidemic,

on our business, and our customers, as well as the ongoing effects that result

disruptions to supply chains, labor markets or the global economy as a

together;

? the concentration of our customers and suppliers and the potential effect of

the loss of a significant customer or supplier;

? obligations of the Company arising from our line of credit from time to time

time or otherwise;

? our ability to integrate the business operations of businesses we acquire

from time to time;

? our history of operating losses;

? our ability to compete with companies producing similar products and services;

? the extent of protection we are able to establish and maintain for intellectual property

proprietary rights covering our products and technology;

? the accuracy of our estimates regarding expenses, future revenues, capital

additional funding requirements and needs;

? general economic conditions, including the effects of inflation,

volatility, interest rate hikes, general fears of recession WE

    and abroad, and effects of geopolitical events domestically and abroad;
  ? our ability to develop innovative new products and services; and
  ? our financial performance.



Our financial statements are stated in United States Dollars ("$") and are
prepared in accordance with U.S. GAAP. In this Quarterly Report, unless
otherwise specified, all dollar amounts are expressed in United States dollars
and all references to "common shares" refer to the common shares in our capital
stock.



                                       15



Overview



We are a provider and integrator of mobility and wireless systems for business
organizations. We design, deploy and support mobile computing systems that
enable customers to access employers' data networks at various locations (i.e.,
the retail selling floor, nurse workstations, warehouse and distribution centers
or on the road deliveries via enterprise-grade handheld computers, printers,
tablets, and smart phones). We also integrate data capture equipment including
bar code scanners and radio frequency identification (RFID) readers.



We may from time to time make strategic acquisitions. For example, in January
2022, we completed the acquisition of Advanced Mobile Group, LLC ("AMG"), a
privately held company headquartered in Doylestown, Pennsylvania. We acquired
AMG to expand our mobility-first enterprise solutions and service offerings and
grow its capabilities in the mid-Atlantic region. AMG is a regional leader
providing services, hardware, software, integration, and wireless networking
solutions, with deep experience in warehousing and distribution, manufacturing,
mobile workforce automation, retailing, and healthcare segments, with
approximately 600 customers.



The future direct and indirect impact of the COVID-19 pandemic on our business
and results of operations is unknown and will depend on future developments,
which fluctuate and are highly uncertain and cannot be predicted with
confidence, including the ultimate duration and severity of the COVID-19
pandemic, the spread of new variants of the virus domestically or abroad, the
effectiveness of vaccines and vaccination rates, and additional preventative and
protective actions that governments, or we or our customers, may implement,
which may result in an extended period of continued business disruption and
reduced operations. Certain of our customers, particularly those in the retail
sector, have at times been significantly impacted by COVID-19 and the pandemic
has contributed to disruptions in supply chains and labor shortages across
industries, and at times since the outbreak of the pandemic we have experienced
supplier shipment delays due to a supply chain and logistic challenges resulting
in delays in product revenue recognition. Our results of operations during the
first nine months of 2022 are not necessarily indicative of results to be
expected in the remainder of 2022 in light of the uncertainties surrounding the
on-going impact of the COVID-19 pandemic and continuing issues with logistics
and supply chain disruptions through the date of this report.



In addition, general economic uncertainty and volatility arising from
geopolitical events and concerns, inflation, rises in energy prices, increased
interest rates, recession concerns, and general declines in capital spending in
the information technology sector (and the economy in general) make it difficult
to predict changes in the purchasing requirements of our customers and the
markets we serve and whether our results of operations will be materially
impacted.



Components of operating results


Net Sales


Net sales reflect revenue from the sale of hardware, software, consumables and professional services (including hardware and software maintenance) to our customers, net of sales taxes.

Revenue is recognized when a customer obtains control of goods or services promised under a contract and is measured as the amount of consideration we expect to receive in exchange for the transfer of goods or the provision of services. We do not have significant extended payment terms, as payment is due at the time of sale or shortly thereafter. Sales, value added and other taxes levied in conjunction with revenue-generating activities are excluded from revenue.


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Cost of sales, selling and marketing expenses and general and administrative expenses

Here is an illustration of the major costs categorized into each major expense category:



Cost of sales, include:



  ? Cost of goods sold for hardware, software and consumables;
  ? Cost of professional services, including maintenance;
  ? Markdowns of inventory; and
  ? Freight expenses.



Sales and marketing expenses include:


  ? Sales salaries, benefits and commissions;
  ? Consulting;
  ? Marketing tools;
  ? Travel; and
  ? Marketing promotions and trade shows.



General and administrative costs include:


  ? Corporate payroll and benefits;
  ? Depreciation and amortization;
  ? Rent;
  ? Utilities; and

? Other administrative costs such as maintenance of company offices, supplies,

    legal, consulting, audit and tax preparation and other professional fees.




                                       17



Results of Operations


The following table summarizes key components of our results of operations for
the periods indicated, both in dollars and as a percentage of our net sales
(in
thousands):



                                              Three Months Ended           Nine Months Ended
                                                September 30,                September 30,
                                              2022          2021           2022          2021
Statements of Operations Data:                                  (unaudited)
Net sales                                  $   25,713     $  18,219     $   72,940     $  49,460
Cost of sales                                  19,959        14,031         56,184        37,938
Gross profit                                    5,754         4,188         16,756        11,522
Sales and marketing expenses                    2,291         1,812          6,850         5,611
General and administrative expenses             1,936         1,498        
 6,155         4,592
Total operating expenses                        4,227         3,310         13,005        10,203
Operating income                                1,527           878          3,751         1,319
Interest expense                                   (7 )         (17 )          (42 )         (67 )
Gain on extinguishment of debt                      -             -        
     -         1,211
Other expense                                       -             -            (17 )           -
Income before income taxes                      1,520           861          3,692         2,463
Income tax expense                               (409 )        (249 )       (1,008 )        (348 )
Net income attributable to common
shareholders                               $    1,111     $     612     $    2,684     $   2,115
Percentage of Net Sales:
Net sales                                       100.0 %       100.0 %        100.0 %       100.0 %
Cost of sales                                    77.6 %        77.0 %         77.0 %        76.7 %
Gross profit                                     22.4 %        23.0 %         23.0 %        23.3 %
Sales and marketing expenses                      8.9 %         9.9 %          9.4 %        11.3 %
General and administrative expenses               7.5 %         8.2 %      
   8.4 %         9.3 %
Total operating expenses                         16.4 %        18.2 %         17.8 %        20.6 %
Operating income                                  5.9 %         4.8 %          5.1 %         2.7 %
Interest expense                                    - %         0.1 %          0.1 %         0.1 %
Gain on extinguishment of debt                      - %           - %      
     - %         2.4 %
Other expense                                       - %           - %            - %           - %
Income before income taxes                        5.9 %         4.7 %          5.1 %         5.0 %
Income tax expense                                1.6 %         1.4 %          1.4 %         0.7 %
Net income attributable to common
shareholders                                      4.3 %         3.4 %          3.7 %         4.3 %




                                       18


Third Quarter 2022 Operating Results vs. Third Quarter 2021 (unaudited)


Net sales



                          Three Months Ended
                             September 30,          Dollar       Percent
                           2022          2021       Change       Change
                              (dollars in thousands)
Hardware and software   $   19,205     $ 12,743     $ 6,462          50.7 %
Consumables                  1,783        1,606         177          11.0 %
Services                     4,725        3,870         855          22.1 %
                        $   25,713     $ 18,219     $ 7,494          41.1 %




Net sales increased by 41.1%, or $7.5 million, during the three months ended
September 30, 2022 as compared to the same period of the prior year. The
increase in net sales was primarily driven by two significant equipment
orders by two of our large enterprise customers and a $2.7 million increase in
overall net sales associated with sales by AMG which we acquired on January 31,
2022 (and, thus, there were no corresponding sales by AMG included in our
results of operations for the comparable period in 2021).



Cost of sales



                          Three Months Ended
                             September 30,          Dollar       Percent
                           2022          2021       Change       Change
                              (dollars in thousands)
Hardware and software   $   15,673     $ 10,092     $ 5,581          55.3 %
Consumables                  1,250        1,175          75           6.4 %
Services                     3,036        2,764         272           9.8 %
                        $   19,959     $ 14,031     $ 5,928          42.2 %




Cost of sales increased by 42.3%, or $5.9 million during the three months ended
September 30, 2022 as compared to the same prior year period primarily due to
higher hardware sales volume and a $1.7 million increase in overall cost of
sales associated with cost of sales of AMG that we acquired on January 31, 2022
(and, thus, there were no corresponding costs of sales of AMG included in our
results of operations for the comparable period in 2021).



Gross profit



                                    Three Months Ended
                                       September 30,
                                    2022             2021
                                  (dollars in thousands)
Gross profit:
Hardware and software           $       3,532       $ 2,651
Consumables                               533           431
Services                                1,689         1,106
Total gross profit              $       5,754       $ 4,188

Gross profit percentage:
Hardware and software                    18.4 %        20.8 %
Consumables                              29.9 %        26.8 %
Services                                 35.7 %        28.6 %
Total gross profit percentage            22.4 %        23.0 %




Gross profit increased $1.6 million for the three months ended September 30,
2022 as compared to the prior year period, primarily as a result of overall
higher sales volume and the other impacts noted above. Overall gross profit
margin decreased 60 basis points due to a shift in mix to hardware sales with
lower profit margins.



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Sales and marketing expenses



                                 Three Months Ended
                                    September 30,           Dollar       Percent
                                  2022          2021        Change       Change
                                             (dollars in thousands)
Sales and marketing expenses   $    2,291      $ 1,812     $    479          26.4 %
As a percentage of sales              8.8 %        9.9 %                     (1.1 )%




Sales and marketing expenses increased $0.5 million, or 26.4%, for the three
months ended September 30, 2022 as compared to the prior year period primarily
due to increased commissions on higher sales volume during the third quarter of
2022, combined with increased expenses for AMG operations that were acquired on
January 31, 2022 (and, thus, there were not corresponding sales and marketing
expenses of AMG included in our results of operations for the comparable period
in 2021). As a percentage of sales, sales and marketing expenses decreased 110
basis points primarily due to higher sales volume for the three months ended
September 30, 2022.


General and administrative expenses


                                        Three Months Ended
                                           September 30,           Dollar       Percent
                                         2022          2021        Change       Change
                                                    (dollars in thousands)
General and administrative expenses   $    1,936      $ 1,498     $    438 
        29.2 %
As a percentage of sales                     7.5 %        8.2 %                     (0.7 )%




General and administrative expenses increased $0.4 million, or 29.2%, for the
three months ended September 30, 2022 as compared to the same period of the
prior year. The increase in these expenses was due to higher professional fees,
increased rent costs and a $0.2 million increase in expenses primarily
associated with AMG (which we acquired in January 2022, and, thus, there were no
corresponding general and administrative expenses by AMG included in our results
of operations for the comparable period in 2021). As a percentage of sales,
general and administrative costs decreased 70 basis points primarily due the
higher sales volume in the third quarter of 2022.



Interest charges. The decrease in interest expense to $7,000 for the third quarter of 2022 from $17,000 compared to the same period last year was due to lower debt levels compared to the same period last year.



Income tax expense. Income tax expense was approximately $0.4 million for the
three months ended September 30, 2022 compared to $0.2 million for the three
months ended September 30, 2021. The income tax expense was primarily due to
higher income before income taxes.



Net revenue. The net income was $1.1 million compared to $0.6 million at the same time last year.


                                       20


Results of operations for the nine months ended September 30, 2022 Compared to the nine months ended September 30, 2021 (Unaudited)


Net sales



                          Nine Months Ended
                            September 30,           Dollar       Percent
                          2022          2021        Change       Change
                              (dollars in thousands)

Hardware and software $54,105 $33,464 $20,641 61.7% Consumables

                 5,154        4,382          772          17.6 %
Professional services      13,681       11,614        2,067          17.8 %
                        $  72,940     $ 49,460     $ 23,480          47.5 %




Net sales increased by 47.5%, or $23.5 million, during the nine months ended
September 30, 2022 as compared to the same period of the prior year. The
increase in net sales was primarily driven by an increase of $9.0 million in two
unplanned significant equipment orders by two of our large enterprise customers
and a $6.8 million increase in overall net sales associated with sales by AMG
which we acquired on January 31, 2022 (and, thus, there were no corresponding
sales by AMG included in our results of operations for the comparable period in
2021).



Cost of sales



                          Nine Months Ended
                            September 30,           Dollar       Percent
                          2022          2021        Change       Change
                              (dollars in thousands)

Hardware and software $43,580 $26,831 $16,749 62.4% Consumables

                 3,633        3,117          516          16.6 %
Professional services       8,971        7,990          981          12.3 %
                        $  56,184     $ 37,938     $ 18,246          48.1 %




Cost of sales increased by 48.1%, or $18.2 million during the nine months ended
September 30, 2022 as compared to the same prior year period primarily due to
higher hardware sales volume and a $4.4 million increase in overall cost of
sales associated with cost of sales of AMG that we acquired on January 31, 2022
(and, thus, there were no corresponding costs of sales of AMG included in our
results of operations for the comparable period in 2021).



Gross profit



                                     Nine Months Ended
                                       September 30,
                                    2022             2021
                                  (dollars in thousands)
Gross profit:
Hardware and software           $     10,526       $  6,633
Consumables                            1,521          1,265
Professional services                  4,709          3,624
Total gross profit              $     16,756       $ 11,522

Gross profit percentage:
Hardware and software                   19.5 %         19.8 %
Consumables                             29.5 %         28.9 %
Professional services                   34.4 %         31.2 %
Total gross profit percentage           23.0 %         23.3 %




Gross profit increased $5.2 million for the nine months ended September 30, 2022
as compared to the prior year period, primarily as a result of overall higher
sales volume and the other impacts noted above. Overall gross profit margin
decreased 30 basis points due to a shift in mix to hardware sales with lower
profit margins.



                                       21


Sales and marketing expenses


                                 Nine Months Ended
                                   September 30,          Dollar       Percent
                                  2022         2021       Change       Change
                                            (dollars in thousands)

Sales and marketing expenses $6,850 $5,611 $1,239 22.1% As a percentage of sales

              9.4 %      11.3 %                    (1.9 )%



Sales and marketing expenses increased $1.2 million, or 22.1%, for the nine
months ended September 30, 2022 as compared to the prior year period primarily
due to increased commissions on higher sales volume during the nine months ended
September 30, 2022, combined with increased expenses for AMG operations that
were acquired on January 31, 2022 (and, thus, there were no corresponding sales
and marketing expenses of AMG included in our results of operations for the
comparable period in 2021). As a percentage of sales, sales and marketing
expenses decreased 190 basis points primarily due to the higher sales volume for
the nine months ended September 30, 2022.



General and administrative expenses


                                        Nine Months Ended
                                          September 30,          Dollar       Percent
                                         2022         2021       Change       Change
                                                   (dollars in thousands)
General and administrative expenses   $    6,155     $ 4,592     $ 1,563   
      34.0 %
As a percentage of sales                     8.4 %       9.3 %                    (0.9 )%




General and administrative expenses increased $1.6 million, or 34.1%, for the
nine months ended September 30, 2022 as compared to the same period of the prior
year. The increase in these expenses was due to increased stock compensation
expense, professional and accounting fees, and business insurance, and a $0.6
million increase in expenses associated with AMG (which we acquired in January
2022 and, thus, there were no corresponding general and administrative expenses
by AMG included in our results of operations for the comparable period in 2021).
As a percentage of sales, general and administrative costs decreased 90 basis
points primarily due to higher sales volume for the nine months ended September
30, 2022.


Interest charges. The decrease in interest expense to $42,000 of $67,000 last year was attributable to a decrease in the average debt balance compared to the same period last year.



Gain on extinguishment of debt. We recorded a gain on extinguishment of debt of
$1.2 million during the nine months ending September 30, 2021 in connection with
the SBA's forgiveness of the PPP Loans.



Income tax expense. Income tax expense was approximately $1.0 million and $0.3
million for the nine months ended September 30, 2022 and September 30, 2021,
respectively. The higher income tax rate this period is associated with higher
income before income taxes and in the prior year period, the PPP loan
forgiveness was not subject to federal income tax.



Net revenue. The net income was $2.7 million compared to $2.1 million at the same time last year.


                                       22


Cash and capital resources



As of September 30, 2022, our principal sources of liquidity were cash totaling
$9.4 million and $9.0 million of availability under our line of credit. In
recent years, we have financed our operations primarily through cash generated
from operating activities, borrowings from term loans and our line of credit. In
certain prior years, we generated operating losses and negative cash flows from
operating activities as reflected in our accumulated deficit. We have generated
operating income for each of the years ended December 31, 2018 through December
31, 2021. Based on our recent trends and our current projections, we expect to
generate cash from operations for the year ending December 31, 2022. Given our
projections, combined with our existing cash and credit facilities, we believe
the Company has sufficient liquidity for at least the next 12 months.



Our ability to continue to meet our cash requirements will depend on, among
other things, the continued effects of COVID-19 on U.S. and global economic
activity, continuing on-going disruptions in supply chains and labor shortages
across industry sectors, the effects of inflation, the effects of interest rate
increases, recession concerns, and our ability to achieve anticipated levels of
revenues and cash flow from operations, our ability to manage costs and working
capital successfully and the continued availability of financing, if needed. We
cannot provide any assurance that our assumptions used to estimate our liquidity
requirements will remain accurate due to, among other things, the macro-economic
environment and the unpredictability of the COVID-19 global pandemic and its
effect on our company, customers and suppliers. Consequently, the duration of
the pandemic, the volatile economic environment and our estimates on the
severity of the impact on our future earnings and cash flows could change and
have a material impact on our results of operations and financial condition. In
the event of a sustained market deterioration, and declines in net sales, we may
need additional liquidity, which would require us to evaluate available
alternatives and take appropriate actions. We cannot provide any assurance that
we will be able to obtain any additional sources of financing or liquidity on
acceptable terms, or at all.



Working Capital (Deficit)



                             September 30,       December 31,       Increase/
                                 2022                2021           (Decrease)
                                              (in thousands)
Current assets              $        27,951     $       19,334     $      8,617
Current liabilities                  29,230             18,352           10,878
Working capital (deficit)   $        (1,279 )   $          982     $     (2,261 )




The working capital deficit as of September 30, 2022 was primarily due to the
cash paid for the acquisition of AMG and to the increase in accounts payable.
Furthermore, deferred revenue increased at September 30, 2022 as compared to
December 31, 2021, adding to the deficit. This was due to an $8.7 million large
enterprise retail customer order placed in January 2022, all of which was paid
in cash as of September 30, 2022. The estimated cost to deliver this order
is
approximately $7.4 million.



Line of Credit


On July 30, 2021, we entered into a Loan and Security Agreement (the "Loan
Agreement") with MUFG Union Bank, National Association. The Loan Agreement
provides for a revolving line of credit of up to $9.0 million with our
obligations being secured by a security interest in substantially all of our
assets. Loans extended to us under the Loan Agreement are scheduled to mature on
July 31, 2024.


From September 30, 2022we could borrow up to $9.0 millionand had no outstanding borrowings under the line of credit.


EIDL Promissory Note



On August 27, 2020, we received $150,000 in connection with a promissory note
from the SBA under the Economic Injury Disaster Loan ("EIDL") program pursuant
to the CARES Act. Under the terms of the EIDL promissory note, interest accrues
on the outstanding principal at an interest rate of 3.75% per annum and with a
term of 30 years with equal monthly payments of principal and interest of $731
that began on August 27, 2021.



                                       23



Cash Flow Analysis



                                              Nine Months Ended
                                                September 30,
                                              2022          2021
                                                (in thousands)

Net cash flow generated by operating activities $13,936 $2,225
Net cash used in investing activities (5,824 ) (405 ) Net cash used in financing activities (1,252 ) (1,229 ) Net increase in cash

                        $   6,860     $    591




Operating Activities



Net cash provided by operating activities increased to $13.9 million for the
nine months ended September 30, 2022 from $2.2 million for the nine months ended
September 30, 2021. The increase was primarily due to increases in both accounts
payable and deferred revenue during the nine months ended September 30, 2022.



Investing Activities


Net cash used in investing activities was $5.8 million for the nine months ended
September 30, 2022 which is comprised of cash payments in connection with the
acquisition of AMG, the acquisition of the customer list and relationships of
Boston Technologies, and capital expenditures of property and equipment. Net
cash used in investing activities was $0.4 million for the nine months ended
September 30, 2021 which was comprised of cash payments delivered in the first
half of 2021 in connection with the acquisition of ExtenData and purchases of
capital expenditures of property and equipment.



Financing Activities


Net cash used in financing activities was $1.3 million for the nine months ended
September 30, 2022 due to the payment of employee taxes on the cashless exercise
of employee stock options offset by proceeds from the exercise of employee stock
options. Net cash used in financing activities was $1.2 million for the nine
months ended September 30, 2021, which was primarily comprised of payments
on
the line of credit.



Stock Issuances



For the nine months ended September 30, 2022, certain employees exercised vested
stock options previously granted under the 2014 Plan through a cashless
exercise. The options exercised were net settled in satisfaction of the exercise
price and employee share-based tax withholding. These shares were issued
pursuant to an S-8 Registration Statement dated July 7, 2021 with respect to
shares issuable pursuant to the 2014 Plan. The exercised options, utilizing a
cashless exercise, are summarized in the following table:



                   Weighted                                                                              Employee
                   Average         Shares Net         Shares                           Weighted        Share-Based
Options            Exercise        Settled for       Withheld        Net Shares         Average            Tax
exercised           Price           Exercise         for Taxes         Issued         Share Price      Withholding
     550,834     $       3.48           194,681         142,479          213,674     $        9.85     $  1,403,191



In addition, we issued 78,958 common shares for the proceeds of $153,908 cash related to the exercise of stock options.

In September 2022, a portion of the common share purchase warrants issued by the Company in 2018 were exercised by certain of the holders without cash. Following the cashless exercise, 97,408 common shares were issued.


                                       24


Significant Accounting Policies and Estimates



The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires the appropriate application of
certain accounting policies, some of which require us to make estimates and
assumptions about future events and their impact on amounts reported in our
condensed consolidated financial statements. Since future events and their
impact cannot be determined with absolute certainty, the actual results will
inevitably differ from our estimates.



The acquisition of Advanced Mobile Group, LLC

We completed the acquisition of Advanced Mobile Group, LLC ("AMG") for $5.1
million on January 31, 2022. We accounted for this transaction under the
acquisition method of accounting for business combinations. Accordingly, the
purchase price was allocated, on a preliminary basis, to the assets acquired and
liabilities assumed based on their respective estimated fair values, including
identified intangible assets of $2.2 million and resulting goodwill of $1.9
million. Our preliminary fair value estimates of intangible assets were
determined using valuation techniques based on estimates and assumptions used
for similar intangible assets we acquired in connection with the acquisition of
ExtenData in December 2020. As disclosed in Note 3 to the accompanying condensed
consolidated financial statements, during the quarter ended September 30, 2022,
management continued to refine its estimates of the fair value of assets
acquired and liabilities assumed. Included in the purchase price of AMG, is
contingent consideration of $0.5 million, subject to EBITDA results of AMG
during each of the two years following the closing of the acquisition. We
estimated the fair value of the contingent consideration based on the financial
forecasts of AMG. The estimated fair values associated with the acquisition of
AMG are subject to change during the measurement period which is not expected to
exceed one year after the date of acquisition. Any adjustments to our
preliminary purchase price allocation identified during the measurement period
will be recognized in the period in which the adjustments are determined and
recorded against goodwill.



For a description of other critical accounting policies and estimates, refer to
Part II, Item 7, Critical Accounting Policies and Estimates in our Annual Report
on Form 10-K for the year ended December 31, 2021. Other than the acquisition of
AMG, there have been no material changes to our critical accounting estimates
since our Annual Report on Form 10-K for the year ended December 31, 2021.

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