x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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06-1456680
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT
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06518
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(Address of Principal Executive Offices)
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(Zip Code)
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(203) 859-6800
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(Registrant’s Telephone Number, Including Area Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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Item 1
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3
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4
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5
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6
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7
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Item 2
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10
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Item 3
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16
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Item 4
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16
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Item 1
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16
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Item 1A
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16
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Item 2
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17
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Item 3
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17
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Item 4
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17
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Item 5
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17
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Item 6
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17
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18
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March 31,
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December 31,
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|||||||
2012
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2011
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|||||||
Assets:
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(In thousands, except share data)
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|||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 7,873 | $ | 6,863 | ||||
Accounts receivable, net
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12,830 | 9,583 | ||||||
Inventories
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11,822 | 14,151 | ||||||
Refundable income taxes
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- | 446 | ||||||
Deferred tax assets
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1,636 | 1,636 | ||||||
Other current assets
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583 | 375 | ||||||
Total current assets
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34,744 | 33,054 | ||||||
Fixed assets, net
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3,146 | 3,358 | ||||||
Goodwill
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2,621 | 2,518 | ||||||
Deferred tax assets
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885 | 890 | ||||||
Intangible assets, net of accumulated amortization of $877 and $730, respectively
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2,724 | 2,861 | ||||||
Other assets
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133 | 59 | ||||||
9,509 | 9,686 | |||||||
Total assets
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$ | 44,253 | $ | 42,740 | ||||
Liabilities and Shareholders’ Equity:
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | 2,844 | $ | 3,019 | ||||
Accrued liabilities
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2,481 | 2,672 | ||||||
Deferred revenue
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650 | 141 | ||||||
Total current liabilities
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5,975 | 5,832 | ||||||
Deferred revenue, net of current portion
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201 | 224 | ||||||
Deferred rent, net of current portion
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347 | 357 | ||||||
Accrued contingent consideration (Note 3)
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680 | 680 | ||||||
Other liabilities
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307 | 334 | ||||||
1,535 | 1,595 | |||||||
Total liabilities
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7,510 | 7,427 | ||||||
Shareholders’ equity:
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||||||||
Common stock, $0.01 par value, 20,000,000 shares authorized; 10,868,702 and 10,851,955 shares issued, respectively; 9,386,854 and 9,390,262 shares
outstanding, respectively
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109 | 108 | ||||||
Additional paid-in capital
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25,413 | 25,058 | ||||||
Retained earnings
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22,821 | 21,613 | ||||||
Accumulated other comprehensive loss, net of tax
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(60 | ) | (71 | ) | ||||
Treasury stock, at cost, 1,481,848 and 1,461,693 shares, respectively
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(11,540 | ) | (11,395 | ) | ||||
Total shareholders’ equity
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36,743 | 35,313 | ||||||
Total liabilities and shareholders’ equity
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$ | 44,253 | $ | 42,740 |
Three Months Ended
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||||||||
March 31,
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||||||||
2012
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2011
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|||||||
(In thousands, except share data)
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||||||||
Net sales
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$ | 17,559 | $ | 20,694 | ||||
Cost of sales
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10,781 | 13,762 | ||||||
Gross profit
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6,778 | 6,932 | ||||||
Operating expenses:
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||||||||
Engineering, design and product development
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1,213 | 769 | ||||||
Selling and marketing
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1,601 | 1,519 | ||||||
General and administrative
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2,000 | 1,856 | ||||||
Business consolidation and restructuring (Note 6)
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54 | - | ||||||
4,868 | 4,144 | |||||||
Operating income
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1,910 | 2,788 | ||||||
Interest and other (expense) income:
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||||||||
Interest, net
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2 | 4 | ||||||
Other, net
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(24 | ) | 15 | |||||
(22 | ) | 19 | ||||||
Income before income taxes
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1,888 | 2,807 | ||||||
Income tax provision
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680 | 982 | ||||||
Net income
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$ | 1,208 | $ | 1,825 | ||||
Net income per common share:
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||||||||
Basic
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$ | 0.13 | $ | 0.19 | ||||
Diluted
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$ | 0.13 | $ | 0.19 | ||||
Shares used in per-share calculation:
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||||||||
Basic
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9,427 | 9,446 | ||||||
Diluted
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9,532 | 9,702 |
Three Months Ended
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||||||||
March 31,
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||||||||
2012
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2011
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(In thousands)
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||||||||
Net income
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$ | 1,208 | $ | 1,825 | ||||
Foreign currency translation adjustment, net of tax
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11 | 8 | ||||||
Comprehensive income
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$ | 1,219 | $ | 1,833 |
Three Months Ended
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||||||||
March 31,
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||||||||
2012
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2011
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(In thousands)
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||||||||
Cash flows from operating activities:
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||||||||
Net income
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$ | 1,208 | $ | 1,825 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
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||||||||
Share-based compensation expense
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157 | 140 | ||||||
Incremental tax benefits from stock options exercised
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(6 | ) | (48 | ) | ||||
Depreciation and amortization
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447 | 384 | ||||||
Loss on sale of fixed assets
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2 | - | ||||||
Foreign currency transaction losses (gains)
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20 | (15 | ) | |||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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(3,238 | ) | (3,807 | ) | ||||
Inventories
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2,183 | (319 | ) | |||||
Refundable income taxes
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464 | - | ||||||
Other current and long term assets
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(282 | ) | (187 | ) | ||||
Accounts payable
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(175 | ) | 579 | |||||
Accrued liabilities and other liabilities
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375 | 190 | ||||||
Net cash provided by (used in) operating activities
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1,155 | (1,258 | ) | |||||
Cash flows from investing activities:
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||||||||
Capital expenditures
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(44 | ) | (122 | ) | ||||
Additions to capitalized software
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(10 | ) | (318 | ) | ||||
Net cash used in investing activities
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(54 | ) | (440 | ) | ||||
Cash flows from financing activities:
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||||||||
Proceeds from stock option exercises
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59 | 107 | ||||||
Purchases of common stock for treasury
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(145 | ) | (544 | ) | ||||
Incremental tax benefits from stock options exercised
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6 | 48 | ||||||
Net cash used in financing activities
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(80 | ) | (389 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
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(11 | ) | (3 | ) | ||||
Increase (decrease) in cash and cash equivalents
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1,010 | (2,090 | ) | |||||
Cash and cash equivalents, beginning of period
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6,863 | 11,285 | ||||||
Cash and cash equivalents, end of period
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$ | 7,873 | $ | 9,195 | ||||
Three months ended
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March 31, 2011
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(In thousands)
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||||
Sales
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$ | 22,136 | ||
Net income
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$ | 1,879 |
March 31,
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December 31,
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|||||||
2012
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2011
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|||||||
(In thousands)
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||||||||
Raw materials and purchased component parts
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$ | 6,875 | $ | 6,863 | ||||
Work-in-process
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61 | 71 | ||||||
Finished goods
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4,886 | 7,217 | ||||||
$ | 11,822 | $ | 14,151 |
(In thousands)
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||||
Balance, beginning of period
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$ | 421 | ||
Accruals for warranties issued during the period
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19 | |||
Changes in estimates
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5 | |||
Settlements during the period
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(69 | ) | ||
Balance, end of period
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$ | 376 |
(In thousands)
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||||
Accrual balance, beginning of period
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$ | 45 | ||
Severance and moving charges
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54 | |||
Cash payments
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(43 | ) | ||
Accrual balance, end of period
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$ | 56 |
Three months ended
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||||||||
March 31,
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||||||||
2012
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2011
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|||||||
(In thousands, except per share data)
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||||||||
Net income
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$ | 1,208 | $ | 1,825 | ||||
Shares:
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||||||||
Basic: Weighted average common shares outstanding
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9,427 | 9,446 | ||||||
Add: Dilutive effect of outstanding options and restricted stock as determined by the treasury stock method
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105 | 256 | ||||||
Diluted: Weighted average common and common equivalent shares outstanding
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9,532 | 9,702 | ||||||
Net income per common share:
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||||||||
Basic
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$ | 0.13 | $ | 0.19 | ||||
Diluted
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$ | 0.13 | $ | 0.19 |
Balance at December 31, 2011
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$ | 35,313 | ||
Net income
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1,208 | |||
Share-based compensation expense
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157 | |||
Issuance of deferred stock units
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134 | |||
Proceeds from issuance of shares from exercise of stock options
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59 | |||
Foreign currency translation adjustment
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11 | |||
Tax benefit related to employee stock sales and vesting of restricted stock
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6 | |||
Purchases of common stock for treasury
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(145 | ) | ||
Balance at March 31, 2012
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$ | 36,743 |
Three months ended
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Three months ended
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Change
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March 31, 2012
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March 31, 2011
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$ | % | |||||||||||||||||||||
Domestic
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$ | 2,271 | 97.2 | % | $ | 2,084 | 84.6 | % | $ | 187 | 9.0 | % | ||||||||||||
International
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65 | 2.8 | % | 378 | 15.4 | % | (313 | ) | (82.8 | %) | ||||||||||||||
$ | 2,336 | 100.0 | % | $ | 2,462 | 100.0 | % | $ | (126 | ) | (5.1 | %) |
Three months ended
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Three months ended
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Change
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March 31, 2012
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March 31, 2011
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$ | % | |||||||||||||||||||||
Domestic
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$ | 3,827 | 40.7 | % | $ | 2,350 | 33.8 | % | $ | 1,477 | 62.9 | % | ||||||||||||
International
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5,584 | 59.3 | % | 4,604 | 66.2 | % | 980 | 21.3 | % | |||||||||||||||
$ | 9,411 | 100.0 | % | $ | 6,954 | 100.0 | % | $ | 2,457 | 35.3 | % |
Three months ended
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Three months ended
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Change
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March 31, 2012
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March 31, 2011
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$ | % | |||||||||||||||||||||
Domestic
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$ | 1,015 | 98.5 | % | $ | 7,395 | 98.1 | % | $ | (6,380 | ) | (86.3 | %) | |||||||||||
International
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15 | 1.5 | % | 147 | 1.9 | % | (132 | ) | (89.8 | %) | ||||||||||||||
$ | 1,030 | 100.0 | % | $ | 7,542 | 100.0 | % | $ | (6,512 | ) | (86.3 | %) |
Three months ended
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Three months ended
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Change
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||||||||||||||||||||||
March 31, 2012
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March 31, 2011
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$ | % | |||||||||||||||||||||
Domestic
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$ | 3,149 | 88.9 | % | $ | 3,443 | 92.2 | % | $ | (294 | ) | (8.5 | %) | |||||||||||
International
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394 | 11.1 | % | 293 | 7.8 | % | 101 | 34.5 | % | |||||||||||||||
$ | 3,543 | 100.0 | % | $ | 3,736 | 100.0 | % | $ | (193 | ) | (5.2 | %) |
Three months ended
March 31,
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Percent
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Percent of
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Percent of
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|||||||||||||||
2012
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2011
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Change
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Total Sales - 2012
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Total Sales - 2011
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||||||||||||||
$ | 6,778 | $ | 6,932 | (2.2 | %) | 38.6 | % | 33.5 | % |
Three months ended
March 31,
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Percent
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Percent of
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Percent of
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|||||||||||||||
2012
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2011
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Change
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Total Sales - 2012
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Total Sales - 2011
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||||||||||||||
$ | 1,213 | $ | 769 | 57.7 | % | 6.9 | % | 3.7 | % |
Three months ended
March 31,
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Percent
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Percent of
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Percent of
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|||||||||||||||
2012
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2011
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Change
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Total Sales - 2012
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Total Sales - 2011
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||||||||||||||
$ | 1,601 | $ | 1,519 | 5.4 | % | 9.1 | % | 7.3 | % |
Three months ended
March 31,
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Percent
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Percent of
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Percent of
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|||||||||||||||
2012
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2011
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Change
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Total Sales - 2012
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Total Sales - 2011
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||||||||||||||
$ | 2,000 | $ | 1,856 | 7.8 | % | 11.4 | % | 9.0 | % |
Three months ended
March 31, 2012
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Percent of
Total Sales - 2012
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$
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54
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0.3%
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Three months ended
March 31,
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Percent
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Percent of
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Percent of
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|||||||||||||||
2012
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2011
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Change
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Total Sales - 2012
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Total Sales - 2011
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||||||||||||||
$ | 1,910 | $ | 2,788 | (31.5 | %) | 10.9 | % | 13.5 | % |
·
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We reported net income of $1,208,000.
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·
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We recorded depreciation, amortization, and non-cash compensation expense of $604,000, including $95,000 of amortization related to intangible assets acquired from Printrex.
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·
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Accounts receivable increased $3,238,000 due to a higher concentration of sales made during the latter portion of the quarter.
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·
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Inventories decreased $2,183,000 due to a concerted effort to significantly reduce inventory purchases and to fulfill sales during the quarter with existing inventory stock.
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·
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Accounts payable decreased $175,000 due to lower inventory purchases and the timing of payments during the quarter.
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·
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Accrued liabilities and other liabilities increased $375,000 due primarily to additional deferred revenue associated with new contracts for paper qualification testing entered into during the quarter and the recognition of an income tax payable (after fully reducing refundable income taxes) to reflect our estimated tax liability for the first quarter results. These increases were partially offset by lower payroll and fringe benefit related accruals based on the payment of 2011 annual bonuses in March 2012.
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·
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We reported net income of $1,825,000.
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·
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We recorded depreciation, amortization, and non-cash compensation expense of $524,000.
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·
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Accounts receivable increased $3,807,000 due to higher sales volume and the timing of sales during the quarter.
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·
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Inventories increased $319,000 due to higher stocking levels resulting from anticipated higher sales volume in the first half of 2011.
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·
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Accounts payable increased $579,000 due to increased inventory purchases and the timing of payments during the quarter.
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·
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Accrued liabilities and other liabilities increased $190,000 due primarily to higher income tax liabilities resulting from a higher level of income before taxes, largely offset by lower payroll and fringe benefit related accruals based on the payment of 2010 annual bonuses in March 2011.
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Financial Covenant
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Requirement/Restriction
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Calculation at March 31, 2012
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Operating cash flow / Total debt service
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Minimum of 1.25 times
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92.1 times
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Funded Debt / EBITDA
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Maximum of 3.0 times
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0 times
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares that May Yet Be Purchased under the May 2010 Program
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||||||||||||
January 1, 2012 – January 31, 2012
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447 | $ | 7.65 | 447 | $ | 7,140,000 | ||||||||||
February 1, 2012 – February 29, 2012
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- | - | - | $ | 7,140,000 | |||||||||||
March 1, 2012 – March 31, 2012
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19,708 | 7.19 | 19,708 | $ | 11,998,000 | * | ||||||||||
Total
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20,155 | $ | 7.20 | 20,155 |
Exhibit 10.16
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Amendment No. 1 to Lease Agreement between Bomax Properties, LLC and Transact Technologies, Inc.
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Exhibit 31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 32.1
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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Exhibit 32.2
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
|
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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TRANSACT TECHNOLOGIES INCORPORATED
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(Registrant)
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/s/ Steven A. DeMartino
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May 10, 2012
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Steven A. DeMartino
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President, Chief Financial Officer, Treasurer and Secretary
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(Principal Financial and Accounting Officer)
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Exhibit
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||
10.16
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Amendment No. 1 to Lease Agreement between Bomax Properties, LLC and Transact Technologies, Inc.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
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32.1
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
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101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
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101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
·
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Renovating four (4) toilet rooms, including installation of ceramic tile floors, new counter tops, new fixtures (including toilets, urinals, sinks and faucets), new ventilation and paint and two (2) other toilet rooms with counter tops and fixtures.
|
·
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Replace kitchen counter top, cabinets and faucet.
|
·
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Repair through patching, floor transitions.
|
·
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In the manufacturing area, remove loose paint and repaint exposed ceiling structure where the current paint has failed and is flaking off.
|
·
|
Install new carpet in the office area.*
|
·
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Repaint office area.*
|
1.
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I have reviewed this quarterly report on Form 10-Q of TransAct Technologies Incorporated;
|
2.
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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.
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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.
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The registrant’s other certifying officer 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)
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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)
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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
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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
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5.
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The registrant’s other certifying officer 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)
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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.
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/s/ Bart C. Shuldman
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Bart C. Shuldman
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Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of TransAct Technologies Incorporated;
|
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 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)
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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
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5.
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The registrant’s other certifying officer 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):
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a)
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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
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b)
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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.
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/s/ Steven A. DeMartino
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Steven A. DeMartino
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President, Chief Financial Officer, Treasurer and Secretary
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Bart C. Shuldman
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Bart C. Shuldman
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Chairman and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Steven A. DeMartino
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Steven A. DeMartino
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President, Chief Financial Officer, Treasurer and Secretary
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