|
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
|
Delaware
|
|
75-2837058
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
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505 Millennium Drive, Allen, Texas
|
|
75013
|
(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
PFSW
|
NASDAQ Capital Market
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
☐
|
|
Smaller Reporting Company
|
x
|
|
|
|
Emerging growth company
|
☐
|
|
PART I. FINANCIAL INFORMATION
|
Page
Number
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Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
REVENUES:
|
|
|
|
||||
Service fee revenue
|
$
|
54,298
|
|
|
$
|
51,439
|
|
Product revenue, net
|
7,533
|
|
|
7,499
|
|
||
Pass-through revenue
|
14,868
|
|
|
13,211
|
|
||
Total revenues
|
76,699
|
|
|
72,149
|
|
||
COSTS OF REVENUES:
|
|
|
|
||||
Cost of service fee revenue
|
34,716
|
|
|
33,958
|
|
||
Cost of product revenue
|
7,123
|
|
|
7,077
|
|
||
Cost of pass-through revenue
|
14,868
|
|
|
13,211
|
|
||
Total costs of revenues
|
56,707
|
|
|
54,246
|
|
||
Gross profit
|
19,992
|
|
|
17,903
|
|
||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
19,369
|
|
|
18,346
|
|
||
Income (loss) from operations
|
623
|
|
|
(443
|
)
|
||
INTEREST EXPENSE, net
|
415
|
|
|
512
|
|
||
Income (loss) before income taxes
|
208
|
|
|
(955
|
)
|
||
INCOME TAX EXPENSE, net
|
439
|
|
|
209
|
|
||
NET LOSS
|
$
|
(231
|
)
|
|
$
|
(1,164
|
)
|
|
|
|
|
||||
NET LOSS PER SHARE:
|
|
|
|
||||
Basic
|
$
|
(0.01
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.06
|
)
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
|
|
|
||||
Basic
|
19,679
|
|
|
19,486
|
|
||
Diluted
|
19,679
|
|
|
19,486
|
|
||
COMPREHENSIVE LOSS:
|
|
|
|
||||
Net loss
|
$
|
(231
|
)
|
|
$
|
(1,164
|
)
|
Foreign currency translation adjustment
|
(944
|
)
|
|
31
|
|
||
TOTAL COMPREHENSIVE LOSS
|
$
|
(1,175
|
)
|
|
$
|
(1,133
|
)
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||||
|
|
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Additional
|
|
|
|
Other
|
|
|
|
Total
|
||||||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Comprehensive
|
|
Treasury Stock
|
|
Shareholders'
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2019
|
19,465,877
|
|
|
$
|
19
|
|
|
$
|
158,192
|
|
|
$
|
(109,943
|
)
|
|
$
|
(1,301
|
)
|
|
33,467
|
|
|
$
|
(125
|
)
|
|
$
|
46,842
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
||||||
Issuance of restricted stock
|
33,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax withholding on restricted stock
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(944
|
)
|
|
—
|
|
|
—
|
|
|
(944
|
)
|
||||||
Balance, March 31, 2020
|
19,499,220
|
|
|
$
|
19
|
|
|
$
|
158,664
|
|
|
$
|
(110,174
|
)
|
|
$
|
(2,245
|
)
|
|
33,467
|
|
|
$
|
(125
|
)
|
|
$
|
46,139
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
|
Total
|
||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Comprehensive
|
|
Treasury Stock
|
|
Shareholders'
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2018
|
19,294,296
|
|
|
$
|
19
|
|
|
$
|
155,455
|
|
|
$
|
(107,773
|
)
|
|
$
|
(993
|
)
|
|
33,467
|
|
|
$
|
(125
|
)
|
|
$
|
46,583
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,164
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
651
|
|
||||||
Exercise of stock options
|
1,500
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Balance, March 31, 2019
|
19,295,796
|
|
|
$
|
19
|
|
|
$
|
156,108
|
|
|
$
|
(108,937
|
)
|
|
$
|
(962
|
)
|
|
33,467
|
|
|
$
|
(125
|
)
|
|
$
|
46,103
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(231
|
)
|
|
$
|
(1,164
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,285
|
|
|
2,715
|
|
||
Deferred income taxes
|
183
|
|
|
189
|
|
||
Stock-based compensation expense
|
545
|
|
|
651
|
|
||
Other
|
20
|
|
|
1
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
7,623
|
|
|
19,841
|
|
||
Inventories
|
1,269
|
|
|
1,973
|
|
||
Prepaid expenses, other receivables and other assets
|
(1,673
|
)
|
|
(34
|
)
|
||
Operating leases
|
(367
|
)
|
|
13
|
|
||
Trade accounts payable, deferred revenues, accrued expenses and other liabilities
|
(9,374
|
)
|
|
(17,818
|
)
|
||
Net cash provided by operating activities
|
280
|
|
|
6,367
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of property and equipment
|
(954
|
)
|
|
(911
|
)
|
||
Proceeds from sale of property and equipment
|
142
|
|
|
—
|
|
||
Net cash used in investing activities
|
(812
|
)
|
|
(911
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net proceeds from issuance of common stock
|
—
|
|
|
2
|
|
||
Taxes paid on behalf of employees for withheld shares
|
(73
|
)
|
|
—
|
|
||
Payments on finance lease obligations
|
(319
|
)
|
|
(495
|
)
|
||
Payments on revolving loan
|
(34,526
|
)
|
|
(42,428
|
)
|
||
Borrowings on revolving loan
|
37,594
|
|
|
35,653
|
|
||
Payments on other debt
|
(482
|
)
|
|
(256
|
)
|
||
Borrowings on other debt
|
755
|
|
|
1,616
|
|
||
Net cash provided by (used in) financing activities
|
2,949
|
|
|
(5,908
|
)
|
||
|
|
|
|
||||
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(348
|
)
|
|
(288
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,069
|
|
|
(740
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
12,434
|
|
|
15,419
|
|
||
Restricted cash, beginning of period
|
214
|
|
|
207
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
12,648
|
|
|
15,626
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
14,503
|
|
|
14,679
|
|
||
Restricted cash, end of period
|
214
|
|
|
207
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
14,717
|
|
|
$
|
14,886
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for income taxes
|
$
|
352
|
|
|
$
|
101
|
|
Cash paid for interest
|
432
|
|
|
588
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Property and equipment acquired under long-term debt and finance leases
|
370
|
|
|
—
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||||
|
PFS Operations
|
|
LiveArea Professional Services
|
|
Total
|
|
PFS Operations
|
|
LiveArea Professional Services
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service fee revenue
|
$
|
33,431
|
|
|
$
|
20,867
|
|
|
$
|
54,298
|
|
|
$
|
33,055
|
|
|
$
|
18,384
|
|
|
$
|
51,439
|
|
Product revenue, net
|
7,533
|
|
|
—
|
|
|
7,533
|
|
|
7,499
|
|
|
—
|
|
|
7,499
|
|
||||||
Pass-through revenue
|
13,956
|
|
|
912
|
|
|
14,868
|
|
|
12,876
|
|
|
335
|
|
|
13,211
|
|
||||||
Total revenues
|
$
|
54,920
|
|
|
$
|
21,779
|
|
|
$
|
76,699
|
|
|
$
|
53,430
|
|
|
$
|
18,719
|
|
|
$
|
72,149
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||||
|
PFS Operations
|
|
LiveArea Professional Services
|
|
Total
|
|
PFS Operations
|
|
LiveArea Professional Services
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Over time
|
$
|
47,387
|
|
|
$
|
21,779
|
|
|
$
|
69,166
|
|
|
$
|
45,931
|
|
|
$
|
18,719
|
|
|
$
|
64,650
|
|
Point-in-time
|
7,533
|
|
|
—
|
|
|
7,533
|
|
|
7,499
|
|
|
—
|
|
|
7,499
|
|
||||||
Total revenues
|
$
|
54,920
|
|
|
$
|
21,779
|
|
|
$
|
76,699
|
|
|
$
|
53,430
|
|
|
$
|
18,719
|
|
|
$
|
72,149
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||||
|
PFS Operations
|
|
LiveArea Professional Services
|
|
Total
|
|
PFS Operations
|
|
LiveArea Professional Services
|
|
Total
|
||||||||||||
Revenues by region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
45,098
|
|
|
$
|
19,197
|
|
|
$
|
64,295
|
|
|
$
|
43,602
|
|
|
$
|
16,718
|
|
|
$
|
60,320
|
|
Europe
|
9,822
|
|
|
2,582
|
|
|
12,404
|
|
|
9,828
|
|
|
2,001
|
|
|
11,829
|
|
||||||
Total revenues
|
$
|
54,920
|
|
|
$
|
21,779
|
|
|
$
|
76,699
|
|
|
$
|
53,430
|
|
|
$
|
18,719
|
|
|
$
|
72,149
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Contract Assets
|
|
|
|
||||
Trade accounts receivable, net
|
$
|
62,462
|
|
|
$
|
71,183
|
|
Unbilled accounts receivable
|
1,436
|
|
|
1,079
|
|
||
Costs to fulfill
|
4,293
|
|
|
4,875
|
|
||
Total contract assets
|
$
|
68,191
|
|
|
$
|
77,137
|
|
Contract Liabilities
|
|
|
|
||||
Accrued contract liabilities
|
$
|
1,303
|
|
|
$
|
1,806
|
|
Deferred revenue
|
5,805
|
|
|
7,456
|
|
||
Total contract liabilities
|
$
|
7,108
|
|
|
$
|
9,262
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
U.S. Credit Agreement
|
|
|
|
||||
Revolver
|
$
|
33,268
|
|
|
$
|
30,200
|
|
Equipment loan
|
5,262
|
|
|
5,426
|
|
||
Debt issuance costs
|
(283
|
)
|
|
(303
|
)
|
||
Finance Leases
|
1,852
|
|
|
2,177
|
|
||
Other
|
254
|
|
|
300
|
|
||
Total
|
40,353
|
|
|
37,800
|
|
||
Less current portion of long-term debt
|
3,040
|
|
|
2,971
|
|
||
Long-term debt, less current portion
|
$
|
37,313
|
|
|
$
|
34,829
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
PFS Operations
|
$
|
54,920
|
|
|
$
|
53,430
|
|
LiveArea Professional Services
|
21,779
|
|
|
18,719
|
|
||
Total revenues
|
$
|
76,699
|
|
|
$
|
72,149
|
|
Business unit direct contribution:
|
|
|
|
||||
PFS Operations
|
$
|
3,092
|
|
|
$
|
2,527
|
|
LiveArea Professional Services
|
3,182
|
|
|
1,873
|
|
||
Total business unit direct contribution
|
6,274
|
|
|
4,400
|
|
||
Unallocated corporate expenses
|
(5,651
|
)
|
|
(4,843
|
)
|
||
Income (loss) from operations
|
$
|
623
|
|
|
$
|
(443
|
)
|
Depreciation and amortization:
|
|
|
|
||||
PFS Operations
|
$
|
1,774
|
|
|
$
|
2,052
|
|
LiveArea Professional Services
|
223
|
|
|
331
|
|
||
Unallocated corporate expenses
|
288
|
|
|
332
|
|
||
Total depreciation and amortization
|
$
|
2,285
|
|
|
$
|
2,715
|
|
•
|
Gather daily key information from each site regarding risks, opportunities and developments related to the pandemic's impact and Company's response to ensure unfiltered access to information for the Company’s leadership.
|
•
|
Identify and accumulate data required for decision making at the leadership level, including providing recommended courses of action.
|
•
|
Coordinate communication plans for all of our geographic locations.
|
•
|
Access, establish, monitor and adjust our business operations continuity plans for each geographic location.
|
•
|
Ensure formal tracking of any known or suspected employee cases of COVID-19.
|
•
|
Employees are not required to come to work, if they are not comfortable doing so.
|
•
|
Employees that are experiencing or have been exposed to anyone exhibiting symptoms of COVID-19 have been told not to come to work and to seek medical attention and/or testing and stay home until they receive a negative test result, have self-quarantined for 14 days and/or receive clearance from a medical professional.
|
•
|
Performing temperature checks at entry doors. Employees exhibiting any symptoms of COVID-19 or who have an elevated temperature are not allowed in the facility.
|
•
|
Provide personal protective equipment (“PPE”) for employees including gloves, face masks and in certain facilities, face shields. We have provided training for proper use of the equipment.
|
•
|
Require distancing among employees inside of the working areas of the distribution facilities and require that all employees use the greatest social distancing available inside of the facilities with constant enforcement being maintained.
|
•
|
Provide mobile cleaning stations for employee use at any time and access to hand sanitizer stations.
|
•
|
Increased and enhanced cleaning regimen in all facilities. Facilities are cleaned on a daily basis, as well as a nightly cleaning that includes disinfectant fogging at some facilities.
|
•
|
Facilitating virtual focus groups with employees to seek out ways to provide suggestions to the task force.
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
Change
|
|
Change %
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Service fee revenue
|
$
|
33,431
|
|
|
$
|
33,055
|
|
|
$
|
376
|
|
|
1
|
%
|
Product revenue, net
|
7,533
|
|
|
7,499
|
|
|
34
|
|
|
—
|
|
|||
Pass-through revenue
|
13,956
|
|
|
12,876
|
|
|
1,080
|
|
|
8
|
%
|
|||
Total revenues
|
54,920
|
|
|
53,430
|
|
|
1,490
|
|
|
3
|
%
|
|||
Costs of Revenues
|
|
|
|
|
|
|
|
|||||||
Cost of service fee revenue
|
23,305
|
|
|
23,920
|
|
|
(615
|
)
|
|
(3
|
)%
|
|||
Cost of product revenue
|
7,123
|
|
|
7,077
|
|
|
46
|
|
|
1
|
%
|
|||
Cost of pass-through revenue
|
13,956
|
|
|
12,876
|
|
|
1,080
|
|
|
8
|
%
|
|||
Total costs of revenues
|
44,384
|
|
|
43,873
|
|
|
511
|
|
|
1
|
%
|
|||
Gross Profit
|
10,536
|
|
|
9,557
|
|
|
979
|
|
|
10
|
%
|
|||
Direct operating expenses
|
7,444
|
|
|
7,030
|
|
|
414
|
|
|
6
|
%
|
|||
Direct contribution
|
$
|
3,092
|
|
|
$
|
2,527
|
|
|
$
|
565
|
|
|
22
|
%
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
Change
|
|
Change %
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Service fee revenue
|
$
|
20,867
|
|
|
$
|
18,384
|
|
|
$
|
2,483
|
|
|
14
|
%
|
Pass-through revenue
|
912
|
|
|
335
|
|
|
577
|
|
|
172
|
%
|
|||
Total revenues
|
21,779
|
|
|
18,719
|
|
|
3,060
|
|
|
16
|
%
|
|||
Costs of revenues
|
|
|
|
|
|
|
|
|||||||
Cost of service fee revenue
|
11,411
|
|
|
10,038
|
|
|
1,373
|
|
|
14
|
%
|
|||
Cost of pass-through revenue
|
912
|
|
|
335
|
|
|
577
|
|
|
172
|
%
|
|||
Total costs of revenues
|
12,323
|
|
|
10,373
|
|
|
1,950
|
|
|
19
|
%
|
|||
Gross profit
|
9,456
|
|
|
8,346
|
|
|
1,110
|
|
|
13
|
%
|
|||
Direct operating expenses
|
6,274
|
|
|
6,473
|
|
|
(199
|
)
|
|
(3
|
)%
|
|||
Direct contribution
|
$
|
3,182
|
|
|
$
|
1,873
|
|
|
$
|
1,309
|
|
|
70
|
%
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
Change
|
|
Change %
|
|||||||
Unallocated corporate expenses
|
$
|
(5,651
|
)
|
|
$
|
(4,843
|
)
|
|
$
|
(808
|
)
|
|
17
|
%
|
Exhibit No.
|
|
Description of Exhibits
|
3.1
|
|
|
3.1.1
|
|
|
3.1.2
|
|
|
3.1.3
|
|
|
3.1.4
|
|
|
3.2
|
|
|
3.2.1
|
|
|
3.2.2
|
|
|
3.2.3
|
|
|
4.1
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
PFSweb, Inc.
|
|
|
|
|
|
By:
|
/s/ Thomas J. Madden
|
|
|
Thomas J. Madden
|
|
|
Chief Financial Officer
|
|
|
Executive Vice President
|
|
|
|
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
|
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.
|
Date:
|
May 8, 2020
|
|
|
By:
|
/s/ Michael Willoughby
|
|
Chief Executive Officer
|
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
|
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.
|
Date:
|
May 8, 2020
|
|
|
By:
|
/s/ Thomas J. Madden
|
|
Chief Financial Officer
|
May 8, 2020
|
|
/s/ Michael Willoughby
|
|
|
Michael Willoughby
|
|
|
Chief Executive Officer
|
|
|
|
May 8, 2020
|
|
/s/ Thomas J. Madden
|
|
|
Thomas J. Madden
|
|
|
Chief Financial Officer
|