|
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)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock, $.02 par value
|
PAR
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer þ
|
Non Accelerated Filer ☐
|
Smaller reporting company þ
|
Emerging growth company ☐
|
|
|
|
||
Item Number
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1:
|
Business.
|
•
|
experienced developers and subject-matter experts in DoD Full Motion Video;
|
•
|
developers of geospatial and imagery data management, visualization, and exploitation solutions;
|
•
|
leading the development of technologies to train and test artificial intelligence systems;
|
•
|
designers of mobile computing applications for Android, iOS, and Windows;
|
•
|
architects of solutions for privacy, compliance and governance for sensitive customer data; and
|
•
|
developers of geospatial information system solutions.
|
Item 1A
|
Risk Factors.
|
•
|
compliance with foreign laws and regulations, including the FCPA, the U.K. Bribery Act of 2010, import and export control laws, tariffs, trade barriers, economic sanctions, and other regulatory or contractual limitations on our ability to sell our software and hardware in certain foreign markets, and the risks and costs of non-compliance with such laws and regulations, including fines, penalties, criminal sanctions against us, our officers or employees, prohibitions on the conduct of our business, and damage to our reputation;
|
•
|
increased risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;
|
•
|
reduced protection of our intellectual property rights in certain countries and practical difficulties and costs of enforcing those rights abroad;
|
•
|
compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes;
|
•
|
uncertainty around international trade agreements and partnerships under President Donald J. Trump’s administration;
|
•
|
sales and customer service challenges associated with operating in different countries;
|
•
|
difficulties in receiving payments from different geographies, including difficulties associated with currency fluctuations, payment cycles, transfer of funds, or collecting accounts receivable, especially in emerging markets;
|
•
|
variations in economic or political conditions between each country or region;
|
•
|
widespread outbreaks of infectious diseases, such as COVID-19 (or coronavirus), or other adverse public health issues or natural disasters in countries where we operate; and
|
•
|
increased infrastructure and legal compliance costs.
|
•
|
the Federal Acquisition Regulation (“FAR”) and agency regulations supplemental to the FAR, which comprehensively regulate the formation, administration, and performance of U.S. Government contracts;
|
•
|
the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
|
•
|
the Cost Accounting Standards and Cost Principles, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts;
|
•
|
compliance with the FCPA or U.S. export control regulations, which apply when we engage in international work; and
|
•
|
laws, regulations, and executive orders restricting the use and dissemination of information classified for national security purposes and the export of certain products and technical data.
|
•
|
sales of our common stock from time to time pursuant to the Restaurant Magic Registration Statements;
|
•
|
actual or anticipated fluctuations in our operating results and financial condition;
|
•
|
the performance and prospects of our major customers;
|
•
|
fluctuations in the trading volume of our common stock;
|
•
|
the concentrated beneficial ownership of our common stock by our founder and director, John W. Sammon;
|
•
|
shareholder activism;
|
•
|
actual or anticipated regulatory action against us;
|
•
|
the lack of earnings guidance and minimal securities analysts following us;
|
•
|
investor perception of us and the industries in which we operate;
|
•
|
uncertainty regarding domestic and international political conditions, including tax policies; and
|
•
|
uncertainty regarding the prospects of domestic and foreign economies.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, or agents to us or our stockholders;
|
•
|
any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law (the ‘‘DGCL’’) or our certificate of incorporation or bylaws; or
|
•
|
any action asserting a claim governed by the internal affairs doctrine.
|
•
|
Authorize the issuance of undesignated preferred stock that could be issued by our board of directors to thwart a takeover attempt;
|
•
|
Provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office;
|
•
|
Permits only the board of directors, or the chairman of the board of directors or the president pursuant to a resolution approved by a majority of the then authorized number of directors of the Company to call special meetings of stockholders;
|
•
|
Prohibit stockholder action by written consent except by unanimous written consent of all stockholders; and
|
•
|
Establish advance notice requirements for nominations of candidates for elections as directors or to bring other business before an annual meeting of our stockholders.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Item 3.
|
Legal Proceedings.
|
Item 4:
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Item 6.
|
Selected Financial Data.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Acquisition of Restaurant Magic. On December 18, 2019, we completed the acquisition of 100% of the limited liability company interests of Restaurant Magic for $13.0 million of cash (subject to post-closing purchase price adjustments), $27.0 million of restricted shares of our common stock, and a $2.0 million subordinated promissory note (the "Restaurant Magic Acquisition"). The selling stockholders have the opportunity to earn additional purchase price consideration subject to the achievement of post-closing revenue focused milestones. With the Restaurant Magic Acquisition, we are able to offer customers a fully integrated cloud solution, with our leading Brink POS cloud software and our point-of-sale hardware for the front-of-house and our leading back-office cloud software - Data Central - for the back-of-house.
|
•
|
Acquisition of assets of 3M Drive-Thru Communications Systems. On September 30, 2019, we completed the acquisition of assets of 3M Company’s Drive-Thru Communications Systems business, including the XT-1 and G5 headset systems, contracts and intellectual property associated with the business, for $7.0 million cash (the "Drive-Thru Acquisition"). With this acquisition, our POS integrated solutions now include a comprehensive offering of wireless headsets for drive-thru order taking.
|
•
|
4.500% Convertible Senior Notes due 2024. On April 15, 2019, we sold an aggregate principal amount of $80.0 million of 4.500% Convertible Senior Notes due 2024 (“2024 notes”) and received net proceeds of approximately $75 million. We used a portion of the proceeds to repay in full amounts outstanding under our credit agreement, dated June 5, 2018 (as amended March 4, 2019), with Citizens Bank, N.A. (the “Credit Agreement”), which were approximately $16.1 million, and we terminated the Credit Agreement.
|
•
|
Sale of SureCheck. On October 30, 2019, we sold substantially all of the assets of SureCheck, our food safety and workforce product solution.
|
|
|
Year ended December 31,
|
$
|
%
|
||||||||
(in thousands)
|
|
2019
|
2018
|
variance
|
variance
|
|||||||
Restaurant/Retail
|
|
|
|
|
||||||||
Core
|
|
$
|
78,238
|
|
$
|
102,877
|
|
$
|
(24,639
|
)
|
(24
|
)%
|
Brink *
|
|
41,689
|
|
25,189
|
|
16,500
|
|
66
|
%
|
|||
SureCheck
|
|
3,380
|
|
6,003
|
|
(2,623
|
)
|
(44
|
)%
|
|||
Total Restaurant Retail
|
$
|
123,307
|
|
$
|
134,069
|
|
$
|
(10,762
|
)
|
(8
|
)%
|
|
|
|
|
|
|
|
|||||||
Government
|
|
|
|
|
||||||||
Intelligence, surveillance, and reconnaissance
|
$
|
29,541
|
|
$
|
30,888
|
|
$
|
(1,347
|
)
|
(4
|
)%
|
|
Mission Systems
|
|
33,513
|
|
35,082
|
|
(1,569
|
)
|
(4
|
)%
|
|||
Product Sales
|
|
871
|
|
1,207
|
|
(336
|
)
|
(28
|
)%
|
|||
Total Government
|
$
|
63,925
|
|
$
|
67,177
|
|
$
|
(3,252
|
)
|
(5
|
)%
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
December 31,
|
||||||
Assets
|
2019
|
|
2018
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,036
|
|
|
$
|
3,485
|
|
Accounts receivable-net
|
41,774
|
|
|
26,219
|
|
||
Inventories-net
|
19,326
|
|
|
22,737
|
|
||
Other current assets
|
4,427
|
|
|
3,251
|
|
||
Total current assets
|
93,563
|
|
|
55,692
|
|
||
Property, plant and equipment - net
|
14,351
|
|
|
12,575
|
|
||
Goodwill
|
41,386
|
|
|
11,051
|
|
||
Intangible assets - net
|
32,948
|
|
|
10,859
|
|
||
Lease right-of-use assets
|
3,017
|
|
|
—
|
|
||
Other assets
|
4,347
|
|
|
4,504
|
|
||
Total Assets
|
$
|
189,612
|
|
|
$
|
94,681
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
630
|
|
|
$
|
—
|
|
Borrowings on line of credit
|
—
|
|
|
7,819
|
|
||
Accounts payable
|
16,385
|
|
|
12,644
|
|
||
Accrued salaries and benefits
|
7,769
|
|
|
5,940
|
|
||
Accrued expenses
|
3,176
|
|
|
2,113
|
|
||
Lease liability current portion
|
2,060
|
|
|
—
|
|
||
Customer deposits and deferred service revenue
|
12,084
|
|
|
9,851
|
|
||
Other current liabilities
|
—
|
|
|
2,550
|
|
||
Total current liabilities
|
42,104
|
|
|
40,917
|
|
||
Lease liabilities - net of current portion
|
1,021
|
|
|
—
|
|
||
Long-term debt
|
62,414
|
|
|
—
|
|
||
Deferred revenue – noncurrent
|
3,916
|
|
|
4,407
|
|
||
Other long-term liabilities
|
7,310
|
|
|
3,411
|
|
||
Total liabilities
|
116,765
|
|
|
48,735
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.02 par value, 29,000,000 shares authorized; 18,360,205 and 17,879,761 shares issued, 16,629,177 and 16,171,652 outstanding at December 31, 2019 and December 31, 2018, respectively
|
367
|
|
|
357
|
|
||
Capital in excess of par value
|
94,372
|
|
|
50,251
|
|
||
(Accumulated deficit) retained earnings
|
(10,144
|
)
|
|
5,427
|
|
||
Accumulated other comprehensive loss
|
(5,368
|
)
|
|
(4,253
|
)
|
||
Treasury stock, at cost, 1,731,028 and 1,708,109 shares at December 31, 2019 and December 31, 2018, respectively
|
(6,380
|
)
|
|
(5,836
|
)
|
||
Total shareholders’ equity
|
72,847
|
|
|
45,946
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
189,612
|
|
|
$
|
94,681
|
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net revenues:
|
|
|
|
||||
Product
|
$
|
66,329
|
|
|
$
|
78,787
|
|
Service
|
56,978
|
|
|
55,282
|
|
||
Contract
|
63,925
|
|
|
67,177
|
|
||
Total net revenues
|
187,232
|
|
|
201,246
|
|
||
Costs of sales:
|
|
|
|
||||
Product
|
51,147
|
|
|
60,694
|
|
||
Service
|
39,368
|
|
|
42,107
|
|
||
Contract
|
58,243
|
|
|
59,982
|
|
||
Total costs of sales
|
148,758
|
|
|
162,783
|
|
||
Gross margin
|
38,474
|
|
|
38,463
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
37,014
|
|
|
34,983
|
|
||
Research and development
|
13,372
|
|
|
12,412
|
|
||
Amortization of identifiable intangible assets
|
1,219
|
|
|
966
|
|
||
Total operating expenses
|
51,605
|
|
|
48,361
|
|
||
|
|
|
|
||||
Other (expense) income, net
|
(1,503
|
)
|
|
306
|
|
||
Interest expense, net
|
(4,571
|
)
|
|
(387
|
)
|
||
Loss before provision for income taxes
|
(19,205
|
)
|
|
(9,979
|
)
|
||
Benefit from (provision for) income taxes
|
3,634
|
|
|
(14,143
|
)
|
||
Net loss
|
$
|
(15,571
|
)
|
|
$
|
(24,122
|
)
|
Basic Loss per Share:
|
|
|
|
||||
Net loss
|
$
|
(0.96
|
)
|
|
$
|
(1.50
|
)
|
Diluted Loss per Share:
|
|
|
|
||||
Net loss
|
$
|
(0.96
|
)
|
|
$
|
(1.50
|
)
|
Weighted average shares outstanding
|
|
|
|
||||
Basic
|
16,223
|
|
|
16,041
|
|
||
Diluted
|
16,223
|
|
|
16,041
|
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net loss
|
$
|
(15,571
|
)
|
|
$
|
(24,122
|
)
|
Other comprehensive loss, net of applicable tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(1,115
|
)
|
|
(823
|
)
|
||
Comprehensive loss
|
$
|
(16,686
|
)
|
|
$
|
(24,945
|
)
|
(in thousands)
|
Common Stock
|
Capital in
excess of
Par Value
|
(Accumulated Deficit) Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Treasury Stock
|
Total
Shareholders’
Equity
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 31, 2017
|
17,677
|
|
$
|
354
|
|
$
|
48,349
|
|
$
|
29,549
|
|
$
|
(3,430
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
68,986
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
|
|
(24,122
|
)
|
|
|
|
(24,122
|
)
|
||||||||||||
Issuance of common stock upon the exercise of stock options
|
168
|
|
3
|
|
863
|
|
|
|
|
|
866
|
|
||||||||||
Net issuance of restricted stock awards
|
34
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||||||
Equity based compensation
|
|
|
|
|
1,039
|
|
|
|
|
|
1,039
|
|
||||||||||
Foreign currency translation adjustments
|
|
|
|
|
(823
|
)
|
|
|
(823
|
)
|
||||||||||||
Balances at December 31, 2018
|
17,879
|
|
$
|
357
|
|
$
|
50,251
|
|
$
|
5,427
|
|
$
|
(4,253
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
45,946
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
|
|
|
|
|
(15,571
|
)
|
|
|
|
|
|
|
(15,571
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
256
|
|
5
|
|
1,428
|
|
|
|
|
|
|
|
|
|
1,433
|
|
||||||
Net issuance of restricted stock awards
|
225
|
|
5
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Treasury stock acquired from employees upon exercise of stock options
|
|
|
|
|
|
|
(23
|
)
|
(544
|
)
|
(544
|
)
|
||||||||||
Equity based compensation
|
|
|
|
|
2,706
|
|
|
|
|
|
|
|
|
|
2,706
|
|
||||||
Acquisition consideration
|
|
|
27,527
|
|
|
|
|
|
27,527
|
|
||||||||||||
Convertible notes conversion discount (net of taxes $4.1 million and issuance costs of $1.1 million)
|
|
|
12,465
|
|
|
|
|
|
12,465
|
|
||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
(1,115
|
)
|
|
|
|
|
(1,115
|
)
|
||||||
Balances at December 31, 2019
|
18,360
|
|
$
|
367
|
|
$
|
94,372
|
|
$
|
(10,144
|
)
|
$
|
(5,368
|
)
|
(1,731
|
)
|
$
|
(6,380
|
)
|
$
|
72,847
|
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(15,571
|
)
|
|
$
|
(24,122
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|||
Depreciation, amortization, and accretion
|
7,255
|
|
|
4,730
|
|
||
Impairment loss
|
—
|
|
|
1,585
|
|
||
Provision for bad debts
|
830
|
|
|
805
|
|
||
Provision for obsolete inventory
|
597
|
|
|
845
|
|
||
Equity based compensation
|
2,706
|
|
|
1,039
|
|
||
Change in fair value of contingent consideration
|
—
|
|
|
(450
|
)
|
||
Deferred income tax
|
(4,002
|
)
|
|
13,809
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|||
Accounts receivable
|
(15,640
|
)
|
|
3,053
|
|
||
Inventories
|
1,864
|
|
|
(1,836
|
)
|
||
Other current assets
|
(1,004
|
)
|
|
958
|
|
||
Other assets
|
436
|
|
|
(197
|
)
|
||
Accounts payable
|
3,741
|
|
|
(1,688
|
)
|
||
Accrued expenses
|
4,241
|
|
|
(3,274
|
)
|
||
Customer deposits
|
1,243
|
|
|
1,349
|
|
||
Other long-term liabilities
|
(2,825
|
)
|
|
(455
|
)
|
||
Net cash used in operating activities
|
(16,129
|
)
|
|
(3,849
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisitions, net of cash acquired
|
(19,835
|
)
|
|
—
|
|
||
Capital expenditures
|
(2,462
|
)
|
|
(3,948
|
)
|
||
Capitalization of software costs
|
(4,068
|
)
|
|
(3,892
|
)
|
||
Proceeds from sale of business
|
2,482
|
|
|
1,126
|
|
||
Net cash used in provided by investing activities
|
(23,883
|
)
|
|
(6,714
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
—
|
|
|
(380
|
)
|
||
Payment of contingent consideration for Brink Earn Out
|
(2,550
|
)
|
|
—
|
|
||
Payments on bank borrowing
|
(17,459
|
)
|
|
(50,470
|
)
|
||
Proceeds on bank borrowing
|
9,640
|
|
|
57,339
|
|
||
Proceeds from notes payable, net of issuance costs
|
75,039
|
|
|
—
|
|
||
Proceeds from stock awards
|
1,433
|
|
|
860
|
|
||
Treasury stock acquired from employees
|
(544
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
65,559
|
|
|
7,349
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(996
|
)
|
|
99
|
|
||
Net increase (decrease) in cash and cash equivalents
|
24,551
|
|
|
(3,115
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,485
|
|
|
6,600
|
|
||
Cash and cash equivalents at end of period
|
$
|
28,036
|
|
|
$
|
3,485
|
|
|
Year ended December 31
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Foreign currency loss
|
$
|
(83
|
)
|
|
$
|
(258
|
)
|
Rental loss-net
|
(996
|
)
|
|
(865
|
)
|
||
Gain on sale of real estate
|
—
|
|
|
649
|
|
||
Fair value adjustment contingent consideration
|
—
|
|
|
450
|
|
||
Other
|
(424
|
)
|
|
330
|
|
||
Other income, net
|
$
|
(1,503
|
)
|
|
$
|
306
|
|
|
December 31,
(in thousands)
|
|
||||||
|
2019
|
|
2018
|
Estimated Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
36,137
|
|
|
$
|
18,972
|
|
3 - 7 years
|
Customer relationships
|
4,860
|
|
|
160
|
|
7 years
|
||
Non-compete agreements
|
30
|
|
|
30
|
|
1 year
|
||
|
41,027
|
|
|
19,162
|
|
|
||
Less accumulated amortization
|
(12,389
|
)
|
|
(11,708
|
)
|
|
||
|
$
|
28,638
|
|
|
$
|
7,454
|
|
|
Internally developed software costs not meeting general release threshold
|
2,500
|
|
|
3,005
|
|
|
||
Trademarks, trade names (non-amortizable)
|
1,810
|
|
|
400
|
|
Indefinite
|
||
|
$
|
32,948
|
|
|
$
|
10,859
|
|
|
2020
|
$
|
6,340
|
|
2021
|
5,493
|
|
|
2022
|
4,315
|
|
|
2023
|
3,186
|
|
|
2024
|
3,186
|
|
|
Thereafter
|
6,118
|
|
|
Total
|
$
|
28,638
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net Loss
|
$
|
(15,571
|
)
|
|
$
|
(24,122
|
)
|
|
|
|
|
||||
Basic:
|
|
|
|
||||
Weighted average shares outstanding at beginning of year
|
16,041
|
|
|
15,949
|
|
||
Weighted average shares issued during the year, net
|
182
|
|
|
92
|
|
||
Weighted average common shares, basic
|
16,223
|
|
|
16,041
|
|
||
Loss from per common share, basic
|
$
|
(0.96
|
)
|
|
$
|
(1.50
|
)
|
|
|
|
|
||||
Diluted:
|
|
|
|
||||
Weighted average common shares, basic
|
16,223
|
|
|
16,041
|
|
||
Dilutive impact of stock options and restricted stock awards
|
—
|
|
|
—
|
|
||
Weighted average common shares, diluted
|
16,223
|
|
|
16,041
|
|
||
Loss per common share, diluted
|
$
|
(0.96
|
)
|
|
$
|
(1.50
|
)
|
(in thousands)
|
|
Goodwill
|
||
December 31, 2018
|
|
$
|
11,051
|
|
Additions
|
|
|
30,335
|
|
December 31, 2019
|
|
$
|
41,386
|
|
(in thousands)
|
Purchase price allocation
|
||
Developed technology
|
$
|
1,200
|
|
Customer relationships
|
3,600
|
|
|
Trademarks
|
510
|
|
|
Goodwill
|
2,390
|
|
|
Property, plant and equipment – net
|
712
|
|
|
Total assets
|
8,412
|
|
|
Warranty liability
|
1,412
|
|
|
Cash consideration
|
$
|
7,000
|
|
(in thousands)
|
Purchase price allocation
|
||
Developed technology
|
$
|
16,400
|
|
Customer relationships
|
1,100
|
|
|
Trade name
|
900
|
|
|
Tangible assets
|
1,344
|
|
|
Goodwill
|
27,945
|
|
|
Total assets
|
47,689
|
|
|
Accounts payable and accrued expenses
|
629
|
|
|
Deferred revenue
|
715
|
|
|
Earn out liability
|
3,340
|
|
|
Consideration paid
|
$
|
43,005
|
|
|
December 31, 2019
|
|||||
|
Current - under one year
|
Non-current - over one year
|
||||
Restaurant
|
$
|
12,063
|
|
$
|
3,916
|
|
Government
|
—
|
|
—
|
|
||
TOTAL
|
$
|
12,063
|
|
$
|
3,916
|
|
|
December 31, 2018
|
|||||
|
Current - under one year
|
Non-current - over one year
|
||||
Restaurant
|
$
|
9,320
|
|
$
|
4,407
|
|
Government
|
325
|
|
—
|
|
||
TOTAL
|
$
|
9,645
|
|
$
|
4,407
|
|
|
Twelve months ended December 31, 2019
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant
|
$
|
92,702
|
|
$
|
27,224
|
|
$
|
—
|
|
Grocery
|
1,155
|
|
2,226
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
33,512
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
30,413
|
|
|||
TOTAL
|
$
|
93,857
|
|
$
|
29,450
|
|
$
|
63,925
|
|
|
Twelve months ended December 31, 2018
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant
|
$
|
98,353
|
|
$
|
29,713
|
|
$
|
—
|
|
Grocery
|
2,907
|
|
3,096
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
34,796
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
32,381
|
|
|||
TOTAL
|
$
|
101,260
|
|
$
|
32,809
|
|
$
|
67,177
|
|
(in thousands)
|
Twelve Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Total lease expense
|
$
|
1,632
|
|
|
$
|
1,798
|
|
(in thousands)
|
|
Twelve Months Ended
December 31, 2019 |
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from leases
|
|
$1,978
|
(in thousands)
|
December 31, 2019
|
|
Operating and finance leases
|
|
|
Total lease right-of-use assets
|
3,017
|
|
Total lease liabilities - current portion
|
2,060
|
|
Total lease liabilities - net of current portion
|
1,021
|
|
Total lease liabilities
|
3,081
|
|
Weighted-average remaining lease term
|
|
|
Operating and finance leases
|
3.3 years
|
|
Weighted-average discount rate
|
|
|
Operating and finance leases
|
4
|
%
|
(in thousands)
|
Operating and finance leases
|
||
2020
|
1,239
|
|
|
2021
|
954
|
|
|
2022
|
582
|
|
|
2023
|
574
|
|
|
2024
|
75
|
|
|
Thereafter
|
—
|
|
|
Total lease payments
|
3,424
|
|
|
Less: interest
|
(343
|
)
|
|
Total
|
$
|
3,081
|
|
|
December 31,
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
Government segment:
|
|
|
|
||||
Billed
|
$
|
11,608
|
|
|
$
|
9,100
|
|
Advanced billings
|
(608
|
)
|
|
(563
|
)
|
||
|
11,000
|
|
|
8,537
|
|
||
Restaurant/Retail segment:
|
|
|
|
||||
Accounts receivable - net
|
30,774
|
|
|
17,682
|
|
||
|
$
|
41,774
|
|
|
$
|
26,219
|
|
|
December 31,
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
Finished Goods
|
$
|
8,320
|
|
|
$
|
12,472
|
|
Work in process
|
—
|
|
|
67
|
|
||
Component parts
|
6,768
|
|
|
4,716
|
|
||
Service parts
|
4,238
|
|
|
5,482
|
|
||
|
$
|
19,326
|
|
|
$
|
22,737
|
|
|
December 31,
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
Land
|
$
|
199
|
|
|
$
|
199
|
|
Building and improvements
|
6,983
|
|
|
6,983
|
|
||
Rental property
|
2,749
|
|
|
2,749
|
|
||
Software
|
12,015
|
|
|
2,226
|
|
||
Furniture and equipment
|
11,755
|
|
|
10,274
|
|
||
Construction in process
|
480
|
|
|
8,519
|
|
||
|
34,181
|
|
|
30,950
|
|
||
Less accumulated depreciation
|
(19,830
|
)
|
|
(18,375
|
)
|
||
|
$
|
14,351
|
|
|
$
|
12,575
|
|
2020
|
287
|
|
|
2021
|
183
|
|
|
2022
|
93
|
|
|
2023
|
93
|
|
|
2024
|
95
|
|
|
Thereafter
|
484
|
|
|
|
$
|
1,235
|
|
|
December 31, 2019
|
||
Principal amount of 2024 Notes outstanding
|
$
|
80,000
|
|
Unamortized discount (including unamortized debt issuance cost)
|
(18,955
|
)
|
|
Total notes payable
|
$
|
61,045
|
|
|
|
||
Equity component of notes
|
$
|
17,624
|
|
Less: Deferred tax liability
|
(4,065
|
)
|
|
Less: Issuance costs
|
(1,094
|
)
|
|
Capital in excess of Par Value
|
$
|
12,465
|
|
|
No. of Shares
(in thousands)
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic Value (in
thousands)
|
|||||
Outstanding at December 31, 2018
|
678
|
|
|
$
|
7.89
|
|
|
$
|
12,605
|
|
Options granted
|
122
|
|
|
24.87
|
|
|
|
|||
Options exercised
|
(256
|
)
|
|
5.60
|
|
|
|
|||
Forfeited and canceled
|
(144
|
)
|
|
7.18
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|||
Outstanding at December 31, 2019
|
400
|
|
|
$
|
14.50
|
|
|
|
|
|
Vested and expected to vest at December 31, 2019
|
376
|
|
|
$
|
9.81
|
|
|
|
|
|
Total shares exercisable as of December 31, 2019
|
152
|
|
|
$
|
9.05
|
|
|
|
|
|
Shares remaining available for grant
|
1,100
|
|
|
|
|
|
|
|
|
2019
|
2018
|
||
Expected option life
|
3.0 years
|
|
3.7 years
|
|
Weighted average risk-free interest rate
|
2.0
|
%
|
2.2
|
%
|
Weighted average expected volatility
|
35
|
%
|
36
|
%
|
Expected dividend yield
|
0
|
%
|
0
|
%
|
Range of
Exercise Prices
|
|
Number
Outstanding
(in thousands)
|
|
Weighted
Average
Remaining Life
|
|
Weighted
Average
Exercise
Price
|
|||
|
|
|
|
|
|
|
|||
$4.06 - $24.87
|
|
400
|
|
|
7.97 years
|
|
$
|
14.50
|
|
Non-vested restricted stock awards
|
Shares (in thousands)
|
|
Weighted
Average grant-
date fair value
|
|||
Balance at January 1, 2019
|
193
|
|
|
$
|
9.88
|
|
Granted
|
225
|
|
|
24.77
|
|
|
Vested
|
(13
|
)
|
|
13.32
|
|
|
Forfeited and canceled
|
(53
|
)
|
|
24.18
|
|
|
Balance at December 31, 2019
|
352
|
|
|
$
|
23.08
|
|
|
Year ended December 31,
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
Current income tax:
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
182
|
|
|
293
|
|
||
Foreign
|
186
|
|
|
41
|
|
||
|
368
|
|
|
334
|
|
||
Deferred income tax:
|
|
|
|
||||
Federal
|
(3,418
|
)
|
|
12,004
|
|
||
State
|
(584
|
)
|
|
1,805
|
|
||
|
(4,002
|
)
|
|
13,809
|
|
||
(Benefit from) provision for income taxes
|
$
|
(3,634
|
)
|
|
$
|
14,143
|
|
|
December 31,
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax (liabilities) assets:
|
|
|
|
||||
Subordinated debt
|
$
|
(3,659
|
)
|
|
$
|
—
|
|
Indefinite lived intangibles
|
(64
|
)
|
|
—
|
|
||
Right of use assets
|
(756
|
)
|
|
—
|
|
||
Software development costs
|
(1,219
|
)
|
|
(1,954
|
)
|
||
Acquired intangible assets
|
(446
|
)
|
|
(676
|
)
|
||
Depreciation on property, plant and equipment
|
(352
|
)
|
|
—
|
|
||
Gross deferred tax liabilities
|
(6,496
|
)
|
|
(2,630
|
)
|
||
|
|
|
|
||||
Allowances for bad debts and inventory
|
3,013
|
|
|
2,785
|
|
||
Capitalized inventory costs
|
141
|
|
|
116
|
|
||
Intangible assets
|
117
|
|
|
420
|
|
||
Employee benefit accruals
|
2,427
|
|
|
1,742
|
|
||
Interest Limitation
|
1,248
|
|
|
—
|
|
||
Lease liabilities
|
772
|
|
|
—
|
|
||
Federal net operating loss carryforward
|
8,563
|
|
|
6,512
|
|
||
State net operating loss carryforward
|
2,317
|
|
|
2,112
|
|
||
Tax credit carryforwards
|
5,777
|
|
|
6,176
|
|
||
Depreciation on property, plant and equipment
|
—
|
|
|
373
|
|
||
Other
|
912
|
|
|
722
|
|
||
Gross deferred tax assets
|
25,287
|
|
|
20,958
|
|
||
|
|
|
|
||||
Less valuation allowance
|
(18,855
|
)
|
|
(18,328
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
(64
|
)
|
|
$
|
—
|
|
|
Year ended December 31,
(in thousands)
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Restaurant/Retail
|
$
|
123,307
|
|
|
$
|
134,069
|
|
Government
|
63,925
|
|
|
67,177
|
|
||
Total
|
$
|
187,232
|
|
|
$
|
201,246
|
|
|
|
|
|
||||
Operating (loss) income :
|
|
|
|
||||
Restaurant/Retail
|
$
|
(17,427
|
)
|
|
$
|
(14,399
|
)
|
Government
|
5,463
|
|
|
6,886
|
|
||
Other
|
(1,167
|
)
|
|
(2,385
|
)
|
||
|
(13,131
|
)
|
|
(9,898
|
)
|
||
Other income, net
|
(1,503
|
)
|
|
306
|
|
||
Interest expense, net
|
(4,571
|
)
|
|
(387
|
)
|
||
Income (loss) before provision for income taxes
|
$
|
(19,205
|
)
|
|
$
|
(9,979
|
)
|
|
|
|
|
||||
Identifiable assets:
|
|
|
|
||||
Restaurant/Retail
|
$
|
136,308
|
|
|
$
|
68,004
|
|
Government
|
13,454
|
|
|
9,867
|
|
||
Other
|
39,850
|
|
|
16,810
|
|
||
Total
|
$
|
189,612
|
|
|
$
|
94,681
|
|
|
|
|
|
||||
Goodwill:
|
|
|
|
||||
Restaurant/Retail
|
$
|
40,650
|
|
|
$
|
10,315
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
41,386
|
|
|
$
|
11,051
|
|
|
|
|
|
||||
Depreciation, amortization and accretion:
|
|
|
|
||||
Restaurant/Retail
|
$
|
3,858
|
|
|
$
|
4,109
|
|
Government
|
67
|
|
|
32
|
|
||
Other
|
3,330
|
|
|
589
|
|
||
Total
|
$
|
7,255
|
|
|
$
|
4,730
|
|
|
|
|
|
||||
Capital expenditures including software costs:
|
|
|
|
||||
Restaurant/Retail
|
$
|
4,394
|
|
|
$
|
4,307
|
|
Government
|
258
|
|
|
124
|
|
||
Other
|
1,878
|
|
|
3,409
|
|
||
Total
|
$
|
6,530
|
|
|
$
|
7,840
|
|
|
Level 3 Inputs
|
||
|
Liabilities
|
||
Balance at December 31, 2017
|
$
|
3,000
|
|
New level 3 liability
|
—
|
|
|
Change in fair value of contingent consideration liability
|
(450
|
)
|
|
Settlement of level 3 liabilities
|
—
|
|
|
Balance at December 31, 2018
|
2,550
|
|
|
New level 3 liability
|
3,340
|
|
|
Change in fair value of contingent consideration liability
|
—
|
|
|
Settlement of level 3 liabilities
|
(2,550
|
)
|
|
Balance at December 31, 2019
|
$
|
3,340
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
|
|
|
|
|
10.14 ††
|
|
Form 10-Q (File No. 001-09720)
|
10.4
|
8/7/2019
|
|
|
|
|
|
10.15 ††
|
|
|
|
Filed herewith
|
|
|
|
|
|
10.16 ††
|
|
Form 10-K (File No. 001-09720)
|
10.28
|
3/30/2016
|
|
|
|
|
|
10.17 ††
|
Employment Offer Letter, dated November 14, 2016, between Bryan Menar and PAR Technology Corporation
|
Form 10-K (File No. 001-09720)
|
10.22
|
4/17/2017
|
|
|
|
|
|
10.18 ††
|
|
Form 10-K (File No. 001-09720)
|
10.35
|
3/18/2019
|
|
|
|
|
|
10.19 ††
|
|
Form 10-Q (File No. 001-09720)
|
10.2
|
5/7/2019
|
|
|
|
|
|
10.20 ††
|
|
|
|
Filed herewith
|
|
|
|
|
|
10.21
|
|
Form 10-Q (File No. 001-09720)
|
10.1
|
8/9/2018
|
|
|
|
|
|
10.22
|
|
Form 10-K (File No. 001-09720)
|
10.36
|
3/18/2019
|
|
|
|
|
|
10.23
|
|
Form 8-K (File No. 001-09720)
|
10.1
|
2/10/2020
|
|
|
|
|
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
10.24
|
|
Form 8-K (File No. 001-09720)
|
10.1
|
4/15/2019
|
|
|
|
|
|
21
|
|
|
|
Filed herewith
|
|
|
|
|
|
23.1
|
|
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
|
|
Furnished herewith
|
|
|
|
|
|
32.2
|
|
|
|
Furnished herewith
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
Filed herewith
|
|
PAR TECHNOLOGY CORPORATION
|
|
|
March 16, 2020
|
/s/ Savneet Singh
|
|
Savneet Singh
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
Signatures
|
|
Title
|
Date
|
|
|
|
|
/s/ Savneet Singh
|
|
Chief Executive Officer, President & Director
|
|
Savneet Singh
|
|
(Principal Executive Officer)
|
March 16, 2020
|
|
|
|
|
/s/ Bryan A. Menar
|
|
Chief Financial and Accounting Officer
|
|
Bryan A. Menar
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
March 16, 2020
|
|
|
|
|
/s/ Cynthia A. Russo
|
|
|
|
Cynthia A. Russo
|
|
Director
|
March 16, 2020
|
|
|
|
|
/s/ Douglas G. Rauch
|
|
|
|
Douglas G. Rauch
|
|
Director
|
March 16, 2020
|
|
|
|
|
/s/ John W. Sammon
|
|
|
|
John W. Sammon
|
|
Director
|
March 16, 2020
|
|
|
|
|
/s/ James C. Stoffel
|
|
|
|
James C. Stoffel
|
|
Director
|
March 16, 2020
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, or agents to us or our stockholders;
|
•
|
any action asserting a claim against us arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws; or
|
•
|
any action asserting a claim governed by the internal affairs doctrine.
|
Name of Participant:
|
|
Grant Date:
|
|
Number of Restricted Stock Units (RSUs):
|
|
Type of Shares Issuable (“Shares”):
|
Common stock of the Company
|
Vesting Schedule:
|
|
Settlement (distribution) Schedule:
|
Settlement (distribution) shall be as set forth in the Vesting Schedule.
|
Change of Control (as defined in the Plan):
|
[Except as otherwise set forth in the specific Award] As an exception to the Vesting Schedule, as of the effective date of a Change of Control all unvested RSUs as of such date shall vest and settle.
|
Death:
|
[Except as otherwise set forth in the specific Award] As an exception to the Vesting Schedule, in the event Participant’s employment or service with the Company or any of its subsidiaries or affiliates is terminated due to Participant’s death, all unvested RSUs as of such date shall vest and settle.
|
Name of Participant:
|
|
Grant Date:
|
|
Number of Restricted Stock Units (RSUs):
|
|
Type of Shares Issuable (“Shares”):
|
Common stock of the Company
|
Vesting Schedule:
|
|
Settlement (distribution) Schedule:
|
Settlement (distribution) shall be as set forth in the Vesting Schedule.
|
Change of Control (as defined in the Plan):
|
[Except as otherwise set forth in the specific Award] As an exception to the Vesting (settlement) Schedule, as of the effective date of a Change of Control all unvested performance RSUs as of such date shall convert into time vested RSUs and such RSUs shall (time) vest ratably at the end of the remaining Performance Years (e.g., on December 31 of the [●] Performance Year, etc.), unless terminated without cause upon or within 12-months of a Change of Control, in which case, all unvested RSUs shall vest as of the effective date of Participant’s termination of employment.
|
|
Level of Achievement (expressed as a percentage of the target goal)
|
Payment Level (expressed as a percentage of the Performance Period Initial Grant)
|
Below Threshold
|
<80%
|
0%
|
Threshold
|
80%
|
60%
|
Target
|
100%
|
100%
|
Maximum
|
120%
|
130%
|
|
1.
|
I have reviewed this report on Form 10-K 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.
|
March 16, 2020
|
/s/ Savneet Singh
|
|
Savneet Singh
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
|
|
1.
|
I have reviewed this report on Form 10-K 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.
|
March 16, 2020
|
/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.
|
March 16, 2020
|
|
/s/ Savneet Singh
|
Savneet Singh
|
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.
|
March 16, 2020
|
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
Chief Financial and Accounting Officer
|
(Principal Financial Officer)
|
|