Liberty Tax Receives Anticipated Nasdaq Letter and Intends to Request Hearing; Names Michael Piper as New Chief Financial Off...
June 18 2018 - 4:30PM
Liberty Tax, Inc. (NASDAQ:TAX) (“Liberty Tax” or the “Company”)
Liberty Tax, a leader in the tax preparation industry, today
announced that, as anticipated, it received a letter from the
Listing Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) indicating that the Company’s Class A common
stock would be subject to suspension and delisting as a result of
the Company’s continued non-compliance with Nasdaq’s filing
requirement, as set forth in Listing Rule 5250(c)(1) (the “Rule”),
unless the Company timely requests a hearing before a Nasdaq
Hearings Panel (the “Panel”).
Liberty Tax intends to timely request a hearing before the
Panel, which request will automatically stay any suspension and
delisting action by the Staff for a period of 15 days. The stay may
be extended at the option of the Panel upon the Company’s request
and support of same and, as such, the Company intends to ask the
Panel for a further stay concurrent with its request for a hearing
and pending the ultimate conclusion of the hearing process.
At the hearing, the Company intends to present its plan to
regain compliance with the Rule and intends to request the
continued listing of its Class A common stock on Nasdaq while it
works to become current in its periodic filings with the Securities
and Exchange Commission, including its Forms 10-Q for the periods
ended October 31, 2017 and January 31, 2018, which remain
delinquent. Under the Nasdaq Listing Rules, the Panel may, in
its discretion, grant the Company an extension of up to 360
calendar days from the due date for the initial delinquent filing
(the Form 10-Q for the period ended October 31, 2017), or December
10, 2018. There can be no assurance that the Panel will grant the
Company’s request for a further stay or extension to evidence
compliance with the Rule or that the Company will be able to
evidence compliance with the Rule within the period of time that
may be granted by the Panel.
The Company expects to promptly engage a new independent public
accounting firm to complete the review of the Company’s financial
statements and periodic reports and is working diligently so that
it is in a position to bring its SEC filings up to date.
In addition, Liberty Tax is pleased to announce that Michael
Piper became the Company’s Chief Financial Officer, effective June
15. Additionally, former Chief Financial Officer of the
Company Mark Baumgartner will return to the Company to serve as an
outside strategic advisor and consultant.
“Both Mike and Mark are familiar with Liberty Tax as they were
instrumental in building the Company’s success during their
previous tenures,” said Liberty Tax CEO Nicole Ossenfort. “The
knowledge and experience they bring will bolster Liberty Tax’s
position as an industry leader and innovator.”
Piper brings more than 30 years of financial, operational and
strategic experience to the role. Most recently, he served as Chief
Financial Officer of CDYNE Corporation, a privately held web
service solution provider. Before that, Piper served as the
Company’s Vice President of Financial Products and in other roles
at the Company including Director of Finance and Director of
Financial Products. He worked for the Company for 13 years
before moving to CDYNE Corporation. Piper also served in senior
roles in accounting and finance with three publicly traded
companies, and he worked for a time at Ernst & Young.
Baumgartner is well-respected across the industry and by the
Liberty Tax franchise base. He spent more than 10 years with
Liberty Tax as the Company’s Chief Financial Officer before
retiring in 2014. He currently serves as Audit Committee Chairman
of the privately held Business Financial Services, Inc.
The appointments of Piper and Baumgartner reflect Liberty Tax’s
strategy to build a winning corporate structure that integrates the
knowledge and experience of franchisees with the talent and
expertise of corporate executives.
About Liberty Tax, Inc.
Founded in 1997, Liberty Tax, Inc. (NASDAQ:TAX)
is the parent company of Liberty Tax Service. In the U.S. and
Canada, last year, Liberty Tax prepared over two million individual
income tax returns in more than 4,000 offices and online. Liberty
Tax's online services are available through eSmart Tax, Liberty
Online and DIY Tax, and are all backed by the tax professionals at
Liberty Tax locations and its nationwide network of seasonal tax
preparers. Liberty Tax also supports local communities with
fundraising endeavors and contributes as a national sponsor to many
charitable causes. For a more in-depth look, visit Liberty Tax
Service and interact with Liberty Tax on Twitter and
Facebook.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
which provides a “safe harbor” for such statements in certain
circumstances. The forward-looking statements include statements or
expectations regarding the Company’s intentions to engage a new
independent public accounting firm and to timely request a hearing
and stay of suspension before the Panel and related matters.
These statements are based upon current expectations, beliefs and
assumptions of Company management, and there can be no assurance
that such expectations will prove to be correct. Because
forward-looking statements involve risks and uncertainties and
speak only as of the date on which they are made, actual events
could differ materially from those discussed in the forward-looking
statements as a result of various factors, including but not
limited to the loss of key personnel or inability to engage
accounting personnel as needed; the failure to engage an
independent public accounting firm to complete the review of the
Company’s financial statements and periodic reports; uncertainties
relating to the ability of the Company to cure any delinquencies in
compliance with Nasdaq Listing Rules; and risks relating to the
substantial costs and diversion of personnel's attention and
resources due to these matters and related litigation and other
factors discussed in greater detail in the Company’s filings with
the SEC. You are cautioned not to place undue reliance on such
statements and to consult the Company’s most recent Annual Report
on Form 10-K and other SEC filings for additional risks and
uncertainties that may apply to the Company’s business and the
ownership of the Company’s securities. The Company’s
forward-looking statements are presented as of the date made, and
the Company does not undertake any duty to update any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
MEDIA CONTACT:Martha O’GormanChief Marketing
OfficerLiberty Tax Service(888) 848-5344 martha@libtax.com