NEPTUNE WELLNESS SOLUTIONS INC.: Entering into a Final Material Agreement, Unrecorded Sale of Securities, Material Adjustment of Equity of Securities, Other Events, Financial Statements and Expositions (Form 8-K)

ALLIANCE LEGACY EDUCATION, INC. Management discussion and analysis of financial condition and results of operations. (Fig. 10-o)

Introduction



You must learn the next dialogue of our monetary situation and outcomes
of operations with our audited consolidated monetary statements and associated
notes thereto included in our Annual Report on Kind 10-Ok for the fiscal 12 months
ended December 31, 2021. This dialogue comprises forward-looking statements and
entails quite a few dangers, uncertainties, assumptions and different vital elements
that would trigger the precise outcomes, efficiency or our achievements, or
business outcomes, to vary materially from historic outcomes, any future
outcomes, or efficiency or achievements expressed or implied by such
forward-looking statements. See "Cautionary Assertion Concerning Ahead-Trying
Info."



Enterprise Overview



We're a supplier of sensible, high-quality, and value-based instructional
coaching on the subjects of private finance, entrepreneurship, actual property, and
monetary markets investing methods and strategies. Our applications are provided
by a wide range of codecs and channels, together with free workshops, primary
trainings, boards, phone mentoring, one-on-one mentoring, teaching and
e-learning. In the course of the 9 months ended September 30, 2022, we marketed our
services below our Constructing Wealth with LegacyTM model. In the course of the
12 months ended December 31, 2021, we marketed our services below two
manufacturers: Constructing Wealth with LegacyTM; and Selfmade Investor by Tarek El Moussa.



Our college students pay for his or her programs in full up-front or by cost
agreements with unbiased third events. Underneath U.S. GAAP, we acknowledge income
upon the sooner of (i) when our college students take their programs or (ii) the time period
for taking their course expires, each of which may very well be a number of quarters after
the scholar purchases a program and pays the price. We acknowledge income
instantly once we promote our (i) proprietary merchandise delivered at time of sale
and (ii) third occasion merchandise gross sales. Our symposiums and boards mix a number of
superior coaching programs in a single location, permitting us to attain sure
economies of scale that cut back prices and enhance margins whereas additionally accelerating
U.S. GAAP income recognition, whereas on the identical time, enhancing our college students'
expertise, significantly, for instance, by the chance to community with
different college students.



We additionally present a richer expertise for our college students by one-on-one
mentoring (two to 4 days in size, on website or remotely and phone
mentoring (10 to 16 weekly one-on-one or one-on-many phone classes).
Mentoring entails an issue knowledgeable interacting with the scholar remotely
or in individual and guiding the scholar, for instance, by his or her first actual
property transaction, offering an actual hands-on expertise.



We had been based in 1996, and thru a reverse merger, turned a publicly-held
firm in November 2014. Right now we're a world firm that has cumulatively
served greater than two million college students from greater than 150 international locations and
territories over the course of our working historical past.



Traditionally, our operations have been managed by three working segments:
(i) North America, (ii) United Kingdom, and (iii) Different International Markets. We no
longer function below our Different International Markets section.



The place January 1, 2021Now we have operated below two manufacturers:


  ? Constructing Wealth with Legacy TM: gives sensible, high-quality and
    value-based instructional coaching on the subjects of private finance,

Entrepreneurship, actual property, monetary markets, funding methods and

strategies. This coaching program contains sensible and actual expertise

Investing spirit from the novice investor to the mental. In response to the

Journey restrictions and social distancing protocols arising from

Coronavirus pandemic, the corporate has begun advertising and marketing Legacy EducationTM

Merchandise that carry over to the model title Constructing wealth With LegacyTM. through the

9 months are over September 30, 2022We market our services

Completely below this model.

? Selfmade investor Tariq Al-Mousa TM Persons are often called the investor

Mindsets, actual property funding methods, and methods to generate money move

They’re designed to assist construct the muse of their monetary information

Aims. Selfmade Investor Occasions provided free workshops nationwide for 3 days

Rehearsals and large theatrical occasions with Tarek as keynote speaker,

    all promoting into our superior coaching merchandise.




28





The impression of the novel coronavirus COVID-19.



Traditionally, our operations have relied closely on our and our college students'
means to journey and attend reside occasions the place massive teams of individuals collect in
native markets inside every of the segments by which we function. On March 11,
2020, the World Well being Group (WHO) declared the COVID-19 outbreak as a
pandemic. On account of worldwide restrictions on journey and social distancing,
in March 2020 we briefly ceased conducting reside gross sales and success and
furloughed considerably all of our staff. We resumed gross sales operations in
June 2020 with on-line gross sales occasions promoting into our suite of on-line, on-demand,
and over-the-phone merchandise. We additionally resumed on-line, on-demand, and
over-the-phone success actions in June 2020. We resumed reside operations
on a restricted foundation, in November 2020, with occasions in Florida. In December 2021,
the Firm briefly suspended reside in-person occasions and can proceed
following strict security protocols on the reside occasions when resumed. Now we have
simplified our product choices and restructured our compensation program with
respect to each staff and unbiased contractors to scale back prices and
enhance margins, however there will be no assurances that the Firm can be
efficient in promoting its services, or what the impression such
actions may have on our monetary efficiency. We're not in a position to totally
quantify the continued impression that these elements may have on our monetary
outcomes, however count on developments associated to COVID-19 to proceed to have an effect on the
Firm's monetary efficiency in 2022 and past.



Outcomes of Operations


Our monetary outcomes proceed to be considerably impacted by the COVID-19
pandemic. As a result of severity and scope of the pandemic, the tempo at which
authorities and personal journey restrictions and public considerations about public
gathering will ease, the speed at which traditionally massive will increase of
unemployment charges will lower, and the velocity with which the economic system recovers
are all elements that impacted our monetary outcomes. As well as, our monetary
outcomes had been impacted because of the winding down our Wealthy Dad model and different
issues as disclosed within the litigation part of Be aware 13 -Commitments and
Contingencies within the Notes to Consolidated Monetary Statements.



Our Outcomes of Operations in 2022 and 2021 had been as follows ({dollars} in
1000's):



                                          Three Months Ended             9 Months Ended
                                            September 30,                  September 30,
                                         2022            2021           2022            2021
Income                                        57          1,379             410          7,361
Working prices and bills:
Direct course bills                         66            675             270          1,899
Promoting and gross sales bills                 27            729             169          1,343
Royalty bills                                0              0               0              0
Normal and administrative bills           579          1,172           1,888          3,568
Whole working prices and bills            672          2,576          
2,327          6,810
Earnings (loss) from operations                (615 )       (1,197 )        (1,917 )          551
Different expense:
Curiosity expense, web                        (188 )          (35 )          (424 )         (421 )
Different expense, web                              -              9               3              6
Achieve on forgiveness of PPP Mortgage             1,148            910           1,148            910
Whole different expense, web                      960            884             727            495
Earnings (loss) from persevering with
operations earlier than earnings taxes                346           (313 )        (1,190 )        1,046
Earnings tax (expense) profit                    -            118             136           (797 )
Internet earnings (loss) from persevering with
operations                                    346           (195 )        (1,054 )          249
Earnings from discontinued operations             -              -           
   -            171
Internet earnings from discontinued
operations                                      -              -               -     $      171
Internet earnings (loss)                     $       346     $     (195 )   $    (1,054 )   $      420

Fundamental earnings (loss) per widespread
share - persevering with operations         $      0.01     $    (0.01 )   $     (0.03 )   $     0.02
Fundamental earnings (loss) per widespread
share - discontinued operations                 -              -               -              -
Fundamental earnings (loss) per widespread
share                                 $      0.01     $    (0.01 )   $    

(0.03) $0.02

Diluted earnings (loss) per widespread
share - persevering with operations         $      0.01     $    (0.01 )   $     (0.03 )   $     0.01
Diluted earnings (loss) per widespread
share - discontinued operations                 -              -               -              -
Diluted earnings (loss) per widespread
share                                 $      0.01     $    (0.01 )   $     (0.03 )   $     0.01

Fundamental weighted common widespread
shares excellent                         35,696         33,064          34,683         26,373
Diluted weighted common widespread
shares excellent                         35,696         33,064          34,683         41,776

Complete earnings:
Internet earnings (loss)                             346           (195 )        (1,054 )          420
International foreign money translation
changes, web of tax of $0                 101            336             722            387
Whole complete earnings (loss)             447            141           
(332 )          807




29






Our working outcomes are expressed as a proportion of income within the desk
under:



                                           Three Months Ended                9 Months Ended
                                             September 30,                     September 30,
                                          2022             2021            2022              2021
Income                                        100             100 %            100              100
Working prices and bills:
Direct course bills                         115              49               66               26
Promoting and gross sales bills                  47              53               41               18
Royalty bills                                 -               -                -                -
Normal and administrative bills          1,012              85              460               48
Whole working prices and bills           1,174             187         
    567               93
Earnings (loss) from operations               (1,074 )           (87 )           (467 )              7
Different expense:                                   -               -                -                -
Curiosity expense, web                          328              (3 )            103               (6 )
Different expense, web                               -               1               (1 )              0
Achieve on forgiveness of PPP Mortgage             (2,009 )            66             (280 )             12
Whole different expense, web                    (1,680 )            64             (177 )              7
Earnings (loss) from persevering with
operations earlier than earnings taxes                 606             (23 )           (290 )             14
Earnings tax (expense) profit                     -               9               33              (11 )
Internet earnings (loss) from persevering with
operations                                     606             (14 )           (257 )              3
Earnings from discontinued operations              -               -                -                2
Internet earnings from discontinued
operations                                       -               -                -                -
Internet earnings (loss)                              606             (14 )%          (257 )              6




Outlook


Money gross sales had been $ 0.1 for the 9 months ended September 30, 2022 in comparison with
$1.4 million for the 9 months ended September 30, 2021, a lower of $1.3 or
93%. The lower was pushed by the non permanent suspension of reside in-person
occasions and ongoing scholar success within the North America section.



We imagine that money gross sales stay an vital metric when evaluating our
working efficiency. Pursuant to U.S. GAAP, we acknowledge income upon the
earlier of (i) when our college students take their programs or (ii) the time period for taking
their course expires, each of which may very well be a number of quarters after the scholar
purchases a program. Our college students pay for his or her programs in full up-front or
by cost agreements with unbiased third events.



As a result of financial severity of COVID-19 pandemic on the Firm's outcomes of
operations, monetary situation, and liquidity, reside in-person occasions had been
briefly suspended in December 2021 to deal with strategic initiatives. The
impression of the non permanent suspension of reside occasions has brought about a cloth antagonistic
impact on our operations and outcomes of operations.

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