|
Delaware
|
16-1434688
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
PAR Technology Park
|
|
8383 Seneca Turnpike
|
|
New Hartford, New York
|
13413-4991
|
(Address of principal executive offices)
|
(Zip Code)
|
Large Accelerated Filer ☐
|
Accelerated Filer
þ
|
Non Accelerated Filer ☐ (Do not check if a smaller reporting company)
|
Smaller Reporting Company ☐
|
|
Emerging Growth Company ☐
|
Item
Number
|
|
Page
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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||
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Item 2.
|
||
|
|
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Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
||
OTHER INFORMATION
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
Item 1.
|
Financial Statements
|
Assets
|
March 31, 2018
|
|
December 31, 2017
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,762
|
|
|
$
|
6,600
|
|
Accounts receivable-net
|
35,911
|
|
|
30,077
|
|
||
Inventories-net
|
22,394
|
|
|
21,746
|
|
||
Other current assets
|
5,311
|
|
|
4,209
|
|
||
Total current assets
|
69,378
|
|
|
62,632
|
|
||
Property, plant and equipment – net
|
11,015
|
|
|
10,755
|
|
||
Deferred income taxes
|
13,887
|
|
|
13,809
|
|
||
Goodwill
|
11,051
|
|
|
11,051
|
|
||
Intangible assets – net
|
12,418
|
|
|
12,070
|
|
||
Other assets
|
4,391
|
|
|
4,307
|
|
||
Total Assets
|
$
|
122,140
|
|
|
$
|
114,624
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
199
|
|
|
$
|
195
|
|
Borrowings of line of credit
|
3,950
|
|
|
950
|
|
||
Accounts payable
|
17,537
|
|
|
14,332
|
|
||
Accrued salaries and benefits
|
5,396
|
|
|
6,275
|
|
||
Accrued expenses
|
3,784
|
|
|
3,926
|
|
||
Customer deposits and deferred service revenue
|
11,275
|
|
|
10,241
|
|
||
Total current liabilities
|
42,141
|
|
|
35,919
|
|
||
Long-term debt
|
133
|
|
|
185
|
|
||
Deferred service revenue
|
3,649
|
|
|
2,668
|
|
||
Other long-term liabilities
|
6,559
|
|
|
6,866
|
|
||
Total liabilities
|
52,482
|
|
|
45,638
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Preferred stock, $.02 par value, 1,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, $.02 par value, 29,000,000 shares authorized; 17,686,224 and 17,677,161 shares issued, 15,978,115 and 15,969,052 outstanding at March 31, 2018 and December 31, 2017, respectively
|
354
|
|
|
354
|
|
||
Capital in excess of par value
|
48,530
|
|
|
48,349
|
|
||
Retained earnings
|
29,617
|
|
|
29,549
|
|
||
Accumulated other comprehensive loss
|
(3,007
|
)
|
|
(3,430
|
)
|
||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
|
(5,836
|
)
|
||
Total shareholders’ equity
|
69,658
|
|
|
68,986
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
122,140
|
|
|
$
|
114,624
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net revenues:
|
|
|
|
||||
Product
|
$
|
26,324
|
|
|
$
|
37,206
|
|
Service
|
13,196
|
|
|
14,343
|
|
||
Contract
|
16,141
|
|
|
14,316
|
|
||
|
55,661
|
|
|
65,865
|
|
||
Costs of sales:
|
|
|
|
|
|
||
Product
|
19,440
|
|
|
27,572
|
|
||
Service
|
9,547
|
|
|
10,474
|
|
||
Contract
|
14,827
|
|
|
12,747
|
|
||
|
43,814
|
|
|
50,793
|
|
||
Gross margin
|
11,847
|
|
|
15,072
|
|
||
Operating expenses:
|
|
|
|
|
|
||
Selling, general and administrative
|
8,600
|
|
|
9,610
|
|
||
Research and development
|
2,868
|
|
|
2,980
|
|
||
Amortization of identifiable intangible assets
|
241
|
|
|
241
|
|
||
|
11,709
|
|
|
12,831
|
|
||
Operating income from continuing operations
|
138
|
|
|
2,241
|
|
||
Other income (expense), net
|
49
|
|
|
(248
|
)
|
||
Interest expense, net
|
(41
|
)
|
|
(32
|
)
|
||
Income from continuing operations before provision for income taxes
|
146
|
|
|
1,961
|
|
||
Provision for income taxes
|
(78
|
)
|
|
(697
|
)
|
||
Income from continuing operations
|
68
|
|
|
1,264
|
|
||
Discontinued operations
|
|
|
|
|
|
||
Income from discontinued operations (net of tax)
|
—
|
|
|
183
|
|
||
Net income
|
$
|
68
|
|
|
$
|
1,447
|
|
Basic Earnings per Share:
|
|
|
|
|
|
||
Income from continuing operations
|
0.00
|
|
|
0.08
|
|
||
Income from discontinued operations
|
0.00
|
|
|
0.01
|
|
||
Net income
|
$ 0.00
|
|
|
$
|
0.09
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
||
Income from continuing operations
|
0.00
|
|
|
0.08
|
|
||
Income from discontinued operations
|
0.00
|
|
|
0.01
|
|
||
Net income
|
$ 0.00
|
|
|
$
|
0.09
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||
Basic
|
15,948
|
|
|
15,781
|
|
||
Diluted
|
16,286
|
|
|
15,978
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
68
|
|
|
$
|
1,447
|
|
Other comprehensive income, net of applicable tax:
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
423
|
|
|
41
|
|
||
Comprehensive income
|
$
|
491
|
|
|
$
|
1,488
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
68
|
|
|
$
|
1,447
|
|
Income from discontinued operations
|
—
|
|
|
(183
|
)
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation, amortization and accretion
|
1,062
|
|
|
898
|
|
||
Provision for bad debts
|
100
|
|
|
112
|
|
||
Provision for obsolete inventory
|
696
|
|
|
958
|
|
||
Equity based compensation
|
181
|
|
|
177
|
|
||
Deferred income tax
|
(78
|
)
|
|
361
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(5,934
|
)
|
|
(3,932
|
)
|
||
Inventories
|
(1,344
|
)
|
|
479
|
|
||
Income tax receivable
|
—
|
|
|
261
|
|
||
Other current assets
|
(1,102
|
)
|
|
(140
|
)
|
||
Other assets
|
(84
|
)
|
|
(76
|
)
|
||
Accounts payable
|
3,205
|
|
|
773
|
|
||
Accrued salaries and benefits
|
(879
|
)
|
|
(173
|
)
|
||
Accrued expenses
|
(142
|
)
|
|
(190
|
)
|
||
Customer deposits and deferred service revenue
|
2,015
|
|
|
(2,007
|
)
|
||
Other long-term liabilities
|
(307
|
)
|
|
(7
|
)
|
||
Deferred tax equity based compensation
|
—
|
|
|
12
|
|
||
Net cash used in operating activities
|
(2,543
|
)
|
|
(1,230
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(568
|
)
|
|
(2,344
|
)
|
||
Capitalization of software costs
|
(1,102
|
)
|
|
(1,006
|
)
|
||
Net cash used in investing activities
|
(1,670
|
)
|
|
(3,350
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
(48
|
)
|
|
(46
|
)
|
||
Payments of other borrowings
|
(2,000
|
)
|
|
(5,000
|
)
|
||
Proceeds from other borrowings
|
5,000
|
|
|
6,000
|
|
||
Net cash provided by financing activities
|
2,952
|
|
|
954
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
423
|
|
|
41
|
|
||
Net decrease in cash and cash equivalents
|
(838
|
)
|
|
(3,585
|
)
|
||
Cash and cash equivalents at beginning of period
|
6,600
|
|
|
9,055
|
|
||
Cash and equivalents at end of period
|
$
|
5,762
|
|
|
$
|
5,470
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
75
|
|
|
6
|
|
||
Income taxes, net of refunds
|
—
|
|
|
39
|
|
|
As of March 31, 2018
|
|||
|
Current - under one year
|
Non-current - over one year
|
||
Restaurant
|
8,243
|
|
3,649
|
|
Government
|
300
|
|
—
|
|
TOTAL
|
8,543
|
|
3,649
|
|
|
As of December 31, 2017
|
|||
|
Current - under one year
|
Non-current - over one year
|
||
Restaurant
|
6,199
|
|
2,668
|
|
Government
|
585
|
|
—
|
|
TOTAL
|
6,784
|
|
2,668
|
|
|
Three months ended March 31, 2018
|
|||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
|||
Restaurant
|
32,164
|
|
5,857
|
|
|
|
Grocery
|
753
|
|
746
|
|
|
|
Mission Systems
|
—
|
|
|
8,334
|
|
|
ISR Solutions
|
—
|
|
|
7,807
|
|
|
TOTAL
|
32,917
|
|
6,603
|
|
16,141
|
|
|
Three Months
Ended March 31, |
||||||
|
2018
|
|
2017
|
||||
Operations
|
|
|
|
||||
Total revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Income from discontinued operations before income taxes
|
$
|
—
|
|
|
$
|
284
|
|
Provision for income taxes
|
—
|
|
|
(101
|
)
|
||
Income from discontinued operations, net of taxes
|
$
|
—
|
|
|
$
|
183
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Government segment:
|
|
|
|
||||
Billed
|
$
|
10,442
|
|
|
$
|
9,028
|
|
Advanced billings
|
(1,310
|
)
|
|
(1,977
|
)
|
||
|
9,132
|
|
|
7,051
|
|
||
|
|
|
|
||||
Restaurant/Retail segment:
|
26,779
|
|
|
23,026
|
|
||
Accounts receivable - net
|
$
|
35,911
|
|
|
$
|
30,077
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Finished goods
|
$
|
10,129
|
|
|
$
|
9,535
|
|
Work in process
|
649
|
|
|
766
|
|
||
Component parts
|
5,772
|
|
|
5,480
|
|
||
Service parts
|
5,844
|
|
|
5,965
|
|
||
|
$
|
22,394
|
|
|
$
|
21,746
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Estimated
Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
20,772
|
|
|
$
|
19,670
|
|
|
3 - 7 years
|
Customer relationships
|
160
|
|
|
160
|
|
|
7 years
|
||
Non-competition agreements
|
30
|
|
|
30
|
|
|
1 year
|
||
|
20,962
|
|
|
19,860
|
|
|
|
||
Less accumulated amortization
|
(8,944
|
)
|
|
(8,190
|
)
|
|
|
||
|
$
|
12,018
|
|
|
$
|
11,670
|
|
|
|
Trademarks, trade names (non-amortizable)
|
400
|
|
|
400
|
|
|
N/A
|
||
|
$
|
12,418
|
|
|
$
|
12,070
|
|
|
|
2018
|
$
|
2,927
|
|
2019
|
2,453
|
|
|
2020
|
1,953
|
|
|
2021
|
1,574
|
|
|
2022
|
533
|
|
|
Thereafter
|
2,578
|
|
|
Total
|
$
|
12,018
|
|
|
Three Months
Ended March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income from continuing operations
|
$
|
68
|
|
|
$
|
1,264
|
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
||
Shares outstanding at beginning of period
|
15,949
|
|
|
15,771
|
|
||
Weighted average shares (repurchased)/issued during the period, net
|
(1
|
)
|
|
10
|
|
||
Weighted average common shares, basic
|
15,948
|
|
|
15,781
|
|
||
Net income from continuing operations per common share, basic
|
$ 0.00
|
|
|
$
|
0.08
|
|
|
Diluted:
|
|
|
|
|
|
||
Weighted average common shares, basic
|
15,948
|
|
|
15,781
|
|
||
Dilutive impact of stock options and restricted stock awards
|
338
|
|
|
197
|
|
||
Weighted average common shares, diluted
|
16,286
|
|
|
15,978
|
|
||
Net income from continuing operations per common share, diluted
|
$ 0.00
|
|
|
$
|
0.08
|
|
|
Three Months
Ended March 31, |
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Restaurant/Retail
|
$
|
39,520
|
|
|
$
|
51,549
|
|
Government
|
16,141
|
|
|
14,316
|
|
||
Total
|
$
|
55,661
|
|
|
$
|
65,865
|
|
|
|
|
|
||||
Operating (loss) income:
|
|
|
|
|
|
||
Restaurant/Retail
|
$
|
(608
|
)
|
|
$
|
2,362
|
|
Government
|
1,266
|
|
|
1,511
|
|
||
Other
|
(520
|
)
|
|
(1,632
|
)
|
||
|
138
|
|
|
2,241
|
|
||
Other income (expense), net
|
49
|
|
|
(248
|
)
|
||
Interest expense, net
|
(41
|
)
|
|
(32
|
)
|
||
Income before provision for income taxes
|
$
|
146
|
|
|
$
|
1,961
|
|
|
|
|
|
||||
Depreciation, amortization and accretion:
|
|
|
|
|
|
||
Restaurant/Retail
|
$
|
908
|
|
|
$
|
774
|
|
Government
|
5
|
|
|
7
|
|
||
Other
|
149
|
|
|
117
|
|
||
Total
|
$
|
1,062
|
|
|
$
|
898
|
|
|
|
|
|
||||
Capital expenditures including software costs:
|
|
|
|
|
|
||
Restaurant/Retail
|
$
|
1,139
|
|
|
$
|
1,075
|
|
Government
|
—
|
|
|
—
|
|
||
Other
|
531
|
|
|
2,275
|
|
||
Total
|
$
|
1,670
|
|
|
$
|
3,350
|
|
|
|
|
|
||||
Revenues by country:
|
|
|
|
|
|
||
United States
|
$
|
52,678
|
|
|
$
|
61,567
|
|
Other Countries
|
2,983
|
|
|
4,298
|
|
||
Total
|
$
|
55,661
|
|
|
$
|
65,865
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Restaurant/Retail
|
$
|
81,436
|
|
|
$
|
74,257
|
|
Government
|
11,120
|
|
|
8,714
|
|
||
Other
|
29,584
|
|
|
31,653
|
|
||
Total
|
$
|
122,140
|
|
|
$
|
114,624
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
United States
|
$
|
107,532
|
|
|
$
|
99,284
|
|
Other Countries
|
14,608
|
|
|
15,340
|
|
||
Total
|
$
|
122,140
|
|
|
$
|
114,624
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Restaurant/Retail
|
$
|
10,315
|
|
|
$
|
10,315
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
11,051
|
|
|
$
|
11,051
|
|
|
Three Months
Ended March 31, |
||||
|
2018
|
|
2017
|
||
Restaurant/Retail segment
:
|
|
|
|
||
McDonald’s Corporation
|
27
|
%
|
|
44
|
%
|
Yum! Brands, Inc.
|
11
|
%
|
|
12
|
%
|
Government segment
:
|
|
|
|
|
|
U.S. Department of Defense
|
29
|
%
|
|
22
|
%
|
All Others
|
33
|
%
|
|
22
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Level 3 Inputs
|
||
|
Liabilities
|
||
Balance at December 31, 2017
|
$
|
3,000
|
|
New level 3 liability
|
—
|
|
|
Total gains (losses) reported in earnings
|
—
|
|
|
Transfers into or out of Level 3
|
—
|
|
|
Balance at March 31, 2018
|
$
|
3,000
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4
.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use Of Proceeds
|
Item 5.
|
Other Information
|
Item 6
.
|
Exhibits
|
Exhibit
Number
|
|
Incorporated by reference into
this Quarterly Report on Form 10-Q
|
Date
Filed or
Furnished
|
|
Exhibit Description
|
Form
|
Exhibit No.
|
||
|
|
|
|
|
10.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.2
††
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.3
††
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith
|
|
|
|
|
|
|
32.2
|
|
|
Furnished herewith
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
Filed herewith
|
|
|
PAR TECHNOLOGY CORPORATION
|
|
|
(Registrant)
|
|
|
|
Date:
|
May 10, 2018
|
/s/ Bryan A. Menar
|
|
|
Bryan A. Menar
|
|
|
Chief Financial and Accounting Officer
|
|
|
(Principal Financial Officer)
|
Name of the Participant:
|
Donald H. Foley
|
Grant Date:
|
March 20, 2018
|
Number of shares of Restricted Stock:
|
3,671
|
Vesting Schedule:
|
The shares of Restricted Stock shall vest in accordance with the following schedule, subject to the Participant's continued employment or service with the Company or any of
its
subsidiaries or affiliates through the applicable Vesting Date:
100% vest on April 11, 2018.
|
Change of Control (as defined in the Plan):
|
As an exception to the Vesting Schedule, as of the effective date ofa Change of Control all unvested shares of Restricted Stock as of such date shall vest.
|
Death:
|
As an exception to the Vesting Schedule, in the event the Participant's employment or service with the Company or any of its subsidiaries or affiliates is terminated due to the Participant's death, all unvested shares of Restricted Stock shall immediately vest.
|
|
|
1.
|
I have reviewed this report on Form 10-Q of PAR Technology Corporation;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
May 10, 2018
|
/s/ Donald H. Foley
|
|
Donald H. Foley
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
|
|
1.
|
I have reviewed this report on Form 10-Q of PAR Technology Corporation;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
May 10, 2018
|
/s/ Bryan A. Menar
|
|
Bryan A. Menar
|
|
Chief Financial and Accounting Officer
|
|
(Principal Financial Officer)
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
May 10, 2018
|
|
/s/ Donald H. Foley
|
Donald H. Foley
|
Chief Executive Officer & President
|
(Principal Executive Officer)
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
May 10, 2018
|
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
Chief Financial and Accounting Officer
|
(Principal Financial Officer)
|