Delaware
|
|
33-0711569
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
AUTO
|
The Nasdaq Capital Market
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
|
Emerging growth company ☐
|
|
INDEX
|
|
|
|
|
|
Page
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
3-4
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
17
|
||
|
|
|
|
|
24
|
||
|
|
|
|
|
24
|
||
|
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
|
|
25
|
||
|
|
|
|
|
26
|
||
|
|
|
|
|
|
27
|
|
September
30,
2019
|
December
31, 2018
|
Assets
|
|
|
Current
assets:
|
|
|
Cash
and cash equivalents
|
$1,092
|
$13,600
|
Restricted
cash
|
5,038
|
—
|
Accounts receivable, net of allowances for bad
debts and customer credits of $539 and $566
at September 30, 2019 and December 31, 2018,
respectively
|
22,647
|
26,898
|
Prepaid
expenses and other current assets
|
1,409
|
1,245
|
Total
current assets
|
30,186
|
41,743
|
Property
and equipment, net
|
3,377
|
3,181
|
Right-of-use
assets
|
2,919
|
—
|
Intangible
assets, net
|
7,964
|
11,976
|
Other
assets
|
796
|
516
|
Total
assets
|
$45,242
|
$57,416
|
Liabilities
and Stockholders’ Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
14,224
|
17,572
|
Accrued
employee-related benefits
|
1,196
|
3,125
|
Other
accrued expenses and other current liabilities
|
2,092
|
2,204
|
Current
portion of lease liabilities
|
1,398
|
—
|
Current
convertible note payable
|
—
|
1,000
|
Total
current liabilities
|
18,910
|
23,901
|
Borrowings
under revolving credit facility
|
1,036
|
—
|
Lease
liabilities, net of current portion
|
1,663
|
—
|
Total
liabilities
|
21,609
|
23,901
|
Commitments
and contingencies (Note 10)
|
—
|
—
|
Stockholders’
equity:
|
|
|
Preferred
stock, $0.001 par value, 11,445,187 shares authorized
|
|
|
Series
A Preferred stock, none issued and outstanding
|
—
|
—
|
Common stock, $0.001 par value; 55,000,000 shares
authorized, and 13,146,831 and
12,960,450 shares issued and outstanding at September 30, 2019 and
December 31, 2018, respectively
|
13
|
13
|
Additional
paid-in capital
|
363,388
|
361,218
|
Accumulated
deficit
|
(339,768)
|
(327,716)
|
Total
stockholders’ equity
|
23,633
|
33,515
|
Total
liabilities and stockholders’ equity
|
$45,242
|
$57,416
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Revenues:
|
|
|
|
|
Lead
generation
|
$22,564
|
$24,986
|
$69,953
|
$71,277
|
Digital
advertising
|
5,968
|
6,606
|
17,278
|
21,643
|
Other
revenues
|
20
|
103
|
67
|
416
|
Total
revenues
|
28,552
|
31,695
|
87,298
|
93,336
|
Cost
of revenues
|
22,645
|
26,278
|
70,249
|
74,702
|
Cost
of revenues - impairment
|
—
|
9,014
|
—
|
9,014
|
Gross
profit (loss)
|
5,907
|
(3,597)
|
17,049
|
9,620
|
Operating
expenses:
|
|
|
|
|
Sales
and marketing
|
2,632
|
3,333
|
8,450
|
10,096
|
Technology
support
|
1,819
|
4,303
|
6,797
|
10,653
|
General
and administrative
|
2,112
|
3,639
|
10,429
|
11,980
|
Depreciation
and amortization
|
1,200
|
1,172
|
3,640
|
3,495
|
Goodwill
impairment
|
—
|
—
|
—
|
5,133
|
Long-lived
asset impairment
|
—
|
1,968
|
—
|
1,968
|
Total
operating expenses
|
7,763
|
14,415
|
29,316
|
43,325
|
Operating
loss
|
(1,856)
|
(18,012)
|
(12,267)
|
(33,705)
|
Interest
and other income (expense), net
|
117
|
(24)
|
220
|
178
|
Loss
before income tax provision
|
(1,739)
|
(18,036)
|
(12,047)
|
(33,527)
|
Income
tax provision
|
—
|
—
|
5
|
4
|
Net
loss and comprehensive loss
|
$(1,739)
|
$(18,036)
|
$(12,052)
|
$(33,531)
|
|
|
|
|
|
Basic
loss per common share
|
$(0.13)
|
$(1.41)
|
$(0.92)
|
$(2.64)
|
|
|
|
|
|
Diluted
loss per common share
|
$(0.13)
|
$(1.41)
|
$(0.92)
|
$(2.64)
|
Three
Months Ended September 30, 2018
|
|||||||
|
Common
Stock
|
Preferred
Stock
|
Additional
Paid-In
|
Accumulated
|
|
||
|
Number of
Shares
|
Amount
|
Number
of Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2018
|
12,947,950
|
$13
|
—
|
$—
|
$358,898
|
$(304,396)
|
$54,515
|
Share-based
compensation
|
—
|
—
|
—
|
—
|
1,797
|
—
|
1,797
|
Issuance
of common stock upon exercise of stock options
|
1,000
|
—
|
—
|
—
|
4
|
—
|
4
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(18,036)
|
(18,036)
|
Balance
at September 30, 2018
|
12,948,950
|
$13
|
—
|
$—
|
$360,699
|
$(322,432)
|
$38,280
|
|
|
|
|
|
|
|
|
Three
Months Ended September 30, 2019
|
|||||||
|
Common
Stock
|
Preferred
Stock
|
Additional
Paid-In
|
Accumulated
|
|
||
|
Number of
Shares
|
Amount
|
Number
of Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2019
|
13,146,831
|
$13
|
—
|
$—
|
$362,737
|
$(338,029)
|
$24,721
|
Share-based
compensation
|
—
|
—
|
—
|
—
|
651
|
—
|
651
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(1,739)
|
(1,739)
|
Balance
at September 30, 2019
|
13,146,831
|
$13
|
—
|
$—
|
$363,388
|
$(339,768)
|
$23,633
|
Nine
Months Ended September 30, 2018
|
|||||||
|
Common
Stock
|
Preferred
Stock
|
Additional Paid-In
|
Accumulated
|
|
||
|
Number of Shares
|
Amount
|
Number of Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|||||||
Balance
at December 31, 2017
|
13,059,341
|
$13
|
—
|
$—
|
$356,054
|
$(288,900)
|
$67,167
|
Share-based
compensation
|
—
|
—
|
—
|
—
|
4,366
|
—
|
4,366
|
Issuance
of common stock upon exercise of stock options
|
16,967
|
—
|
—
|
—
|
78
|
—
|
78
|
Cancellation
of restricted stock
|
(188,333)
|
—
|
—
|
—
|
—
|
—
|
—
|
Issuance
of common stock
|
60,975
|
—
|
—
|
—
|
200
|
—
|
200
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(33,531)
|
(33,531)
|
Balance
at September 30, 2018
|
12,948,950
|
$13
|
—
|
$—
|
$360,698
|
$(322,431)
|
$38,280
|
Nine
Months Ended September 30, 2019
|
|||||||
|
Common
Stock
|
Preferred
Stock
|
Additional
Paid-In
|
Accumulated
|
|
||
|
Number of
Shares
|
Amount
|
Number of
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
Balance
at December 31, 2018
|
12,960,450
|
$13
|
—
|
$—
|
$361,218
|
$(327,716)
|
$33,515
|
Share-based
compensation
|
—
|
—
|
—
|
—
|
1,762
|
—
|
1,762
|
Issuance
of common stock upon exercise of stock options
|
213,048
|
—
|
—
|
—
|
408
|
—
|
408
|
Cancellation
of restricted stock
|
(26,667)
|
—
|
—
|
—
|
—
|
—
|
—
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(12,052)
|
(12,052)
|
Balance
at September 30, 2019
|
13,146,831
|
$13
|
—
|
$—
|
$363,388
|
$(339,768)
|
$23,633
|
|
Nine
Months Ended
September
30,
|
|
|
2019
|
2018
|
Cash
flows from operating activities:
|
|
|
Net
loss
|
$(12,052)
|
$(33,531)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
5,256
|
6,534
|
Goodwill
impairment
|
—
|
5,133
|
Intangible
asset impairment
|
—
|
9,014
|
Provision
for bad debts
|
198
|
216
|
Provision
for customer credits
|
113
|
177
|
Share-based
compensation
|
1,762
|
4,365
|
Right-of-use
assets
|
1,306
|
—
|
Lease
liabilities
|
(1,309)
|
—
|
Gain
on sale of investment
|
(250)
|
(25)
|
Long-lived
asset impairment
|
—
|
1,968
|
Change
in deferred tax asset
|
—
|
692
|
Changes
in assets and liabilities:
|
|
|
Accounts
receivable
|
3,940
|
251
|
Prepaid
expenses and other current assets
|
(164)
|
532
|
Other
assets
|
(280)
|
(615)
|
Accounts
payable
|
(3,348)
|
3,860
|
Accrued
expenses and other current liabilities
|
(2,006)
|
686
|
Net
cash used in operating activities
|
(6,834)
|
(743)
|
Cash
flows from investing activities:
|
|
|
Payments
for property and equipment
|
(1,330)
|
(828)
|
Proceeds
from sale of investment
|
250
|
125
|
Net
cash used in investing activities
|
(1,080)
|
(703)
|
Cash
flows from financing activities:
|
|
|
Borrowings
under revolving credit facility
|
46,740
|
—
|
Principal
payments on revolving credit facility
|
(45,704)
|
(8,000)
|
Payments
on convertible note
|
(1,000)
|
—
|
Proceeds
from issuance of common stock
|
—
|
200
|
Proceeds
from exercise of stock options
|
408
|
77
|
Net
cash provided by (used in) financing activities
|
444
|
(7,723)
|
Net
decrease in cash and cash equivalents and restricted
cash
|
(7,470)
|
(9,169)
|
Cash
and cash equivalents and restricted cash, beginning of
period
|
13,600
|
24,993
|
Cash
and cash equivalents and restricted cash, end of
period
|
$6,130
|
$15,824
|
|
|
|
Reconciliation of
cash and cash equivalents and restricted cash
|
|
|
Cash
and cash equivalents at beginning of period
|
$13,600
|
$24,993
|
Restricted
cash at beginning of period
|
—
|
—
|
Cash
and cash equivalents and restricted cash at beginning of
period
|
$13,600
|
$24,993
|
|
|
|
Cash
and cash equivalents at end of period
|
$1,092
|
$15,824
|
Restricted
cash at end of period
|
5,038
|
—
|
Cash
and cash equivalents and restricted cash at end of
period
|
$6,130
|
$15,824
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash
paid for income taxes
|
$1
|
$—
|
Cash
refunds for income taxes
|
$124
|
$—
|
Cash
paid for interest
|
$101
|
$103
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Lead
generation
|
$22,564
|
$24,986
|
$69,953
|
$71,277
|
Digital
advertising
|
|
|
|
|
Clicks
|
4,948
|
5,559
|
14,463
|
18,020
|
Display
and other advertising
|
1,020
|
1,047
|
2,815
|
3,623
|
|
5,968
|
6,606
|
17,278
|
21,643
|
|
|
|
|
|
Other
revenues
|
20
|
103
|
67
|
416
|
Total
revenues
|
$28,552
|
$31,695
|
$87,298
|
$93,336
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Basic
Shares:
|
|
|
|
|
Weighted
average common shares outstanding
|
13,146,831
|
12,948,150
|
13,093,649
|
12,959,666
|
Weighted
average unvested restricted stock
|
(32,790)
|
(161,413)
|
(43,114)
|
(249,084)
|
Basic
Shares
|
13,114,041
|
12,786,737
|
13,050,535
|
12,710,582
|
|
|
|
|
|
Diluted
Shares:
|
|
|
|
|
Basic
shares
|
13,114,041
|
12,786,737
|
13,050,535
|
12,710,582
|
Weighted
average dilutive securities
|
—
|
—
|
—
|
—
|
Diluted
Shares
|
13,114,041
|
12,786,737
|
13,050,535
|
12,710,582
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Share-based
compensation expense:
|
|
|
|
|
Cost
of revenues
|
$—
|
$2
|
$—
|
$21
|
Sales
and marketing
|
130
|
520
|
268
|
904
|
Technology
support
|
52
|
886
|
145
|
1,213
|
General
and administrative
|
469
|
388
|
1,349
|
2,228
|
Share-based
compensation costs
|
651
|
1,796
|
1,762
|
4,366
|
|
|
|
|
|
Amount
capitalized to internal use software
|
—
|
—
|
—
|
1
|
Total
share-based compensation costs
|
$651
|
$1,796
|
$1,762
|
$4,365
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Number
of stock options granted
|
470,000
|
33,000
|
1,632,883
|
1,749,700
|
Weighted
average grant date fair value
|
$1.68
|
$1.65
|
$1.78
|
$1.83
|
Weighted
average exercise price
|
$3.15
|
$3.04
|
$3.34
|
$3.29
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Dividend
yield
|
—
|
—
|
—
|
—
|
Volatility
|
66%
|
66%
|
65%
|
68%
|
Risk-free
interest rate
|
1.5%
|
2.9%
|
2.2%
|
2.6%
|
Expected
life (years)
|
4.5
|
4.5
|
4.4
|
4.5
|
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Number
of stock options exercised
|
—
|
1,000
|
213,048
|
16,967
|
Weighted
average exercise price
|
$—
|
$1.75
|
$1.92
|
$4.51
|
|
September
30,
2019
|
December
31,
2018
|
|
|
|
Computer
software and hardware
|
$12,475
|
$11,393
|
Capitalized
internal use software
|
6,585
|
6,228
|
Furniture
and equipment
|
1,743
|
1,743
|
Leasehold
improvements
|
1,613
|
1,613
|
|
22,416
|
20,977
|
Less—Accumulated
depreciation and amortization
|
(19,039)
|
(17,796)
|
Property
and Equipment, net
|
$3,377
|
$3,181
|
Year
|
Amortization
Expense
|
|
|
2019
|
$860
|
2020
|
2,371
|
2021
|
1,499
|
2022
|
902
|
2023
|
86
|
Thereafter
|
46
|
|
$5,764
|
|
|
|
September
30,
2019
|
December
31,
2018
|
|
|
|
Accrued
employee-related benefits
|
$1,196
|
$3,125
|
Other
accrued expenses and other current liabilities:
|
|
|
Other
accrued expenses
|
933
|
1,346
|
Amounts
due to customers
|
444
|
424
|
Other
current liabilities
|
715
|
434
|
Total
other accrued expenses and other current liabilities
|
2,092
|
2,204
|
|
|
|
Total
accrued expenses and other current liabilities
|
$3,288
|
$5,329
|
Current
portion of lease liabilities
|
$1,398
|
Long-term
lease liabilities, net of current portion
|
1,663
|
Total
lease liabilities
|
$3,061
|
|
|
Year
|
|
2019
(remaining 3 months)
|
$437
|
2020
|
1,279
|
2021
|
513
|
2022
|
459
|
2023
|
472
|
Thereafter
|
199
|
Total
minimum lease payments
|
3,359
|
Less
imputed interest
|
(298)
|
Total
lease liabilities
|
$3,061
|
|
2019
|
%
of
Total
Revenues
|
2018
|
%
of
Total
Revenues
|
Change
|
%
Change
|
|
(Dollar amounts in thousands)
|
|||||
Revenues:
|
|
|
|
|
|
|
Lead
generation
|
$22,564
|
79%
|
$24,986
|
79%
|
$(2,422)
|
(10)%
|
Digital
advertising
|
5,968
|
21
|
6,606
|
21
|
(638)
|
(10)
|
Other
revenues
|
20
|
—
|
103
|
—
|
(83)
|
(81)
|
Total
revenues
|
28,552
|
100
|
31,695
|
100
|
(3,143)
|
(10)
|
Cost
of revenues
|
22,645
|
79
|
26,278
|
83
|
(3,633)
|
(14)
|
Cost
of revenues - impairment
|
—
|
—
|
9,014
|
28
|
(9,014)
|
(100)
|
Gross
profit
|
5,907
|
21
|
(3,597)
|
(11)
|
9,504
|
(264)
|
Operating
expenses:
|
|
|
|
|
|
|
Sales
and marketing
|
2,632
|
9
|
3,333
|
11
|
(701)
|
(21)
|
Technology
support
|
1,819
|
6
|
4,303
|
14
|
(2,484)
|
(58)
|
General
and administrative
|
2,112
|
7
|
3,639
|
11
|
(1,527)
|
(42)
|
Depreciation
and amortization
|
1,200
|
4
|
1,172
|
4
|
28
|
2
|
Long-lived
asset impairment
|
—
|
—
|
1,968
|
6
|
(1,968)
|
(100)
|
Total
operating expenses
|
7,763
|
27
|
14,415
|
45
|
(6,652)
|
(46)
|
Operating
loss
|
(1,856)
|
(6)
|
(18,012)
|
(57)
|
16,156
|
(90)
|
Interest
and other income (expense), net
|
117
|
—
|
(24)
|
—
|
141
|
(588)
|
Loss
before income tax provision
|
(1,739)
|
(6)
|
(18,036)
|
(57)
|
16,297
|
(90)
|
Income
tax provision
|
—
|
—
|
—
|
—
|
—
|
—
|
Net
loss
|
$(1,739)
|
(6)%
|
$(18,036)
|
(57)%
|
$16,297
|
(90)%
|
|
Nine
Months Ended
September
30,
|
|
|
2019
|
2018
|
|
(in thousands)
|
|
Net
cash used in operating activities
|
$(6,834)
|
$(743)
|
Net
cash used in investing activities
|
(1,080)
|
(703)
|
Net
cash provided by (used in) financing activities
|
444
|
(7,723)
|
Number
|
Description
|
|
|
Sixth Restated Certificate of Incorporation of
AutoWeb, Inc., incorporated by reference to Exhibit
3.4
to the Current Report on Form 8-K
filed with the SEC on October 10, 2017 (SEC File No. 001-34761)
(“October 2017 Form
8-K”)
|
|
|
|
Seventh Amended and Restated Bylaws of AutoWeb,
Inc. dated October 9, 2017, incorporated by reference
to Exhibit
3.5
to the October 2017 Form
8-K
|
|
|
|
Tax Benefit Preservation Plan dated as of May
26, 2010 between Company and Computershare Trust Company, N.A., as
rights agent, together with the following exhibits thereto: Exhibit
A – Form of Right Certificate; and Exhibit B – Summary
of Rights to Purchase Shares of Preferred Stock of Company,
incorporated by reference to Exhibit
4.1 to
the Current Report on Form 8-K filed
with the SEC on June 2, 2010 (SEC File No. 000-22239);
Amendment No. 1 to Tax Benefit Preservation Plan dated as of April
14, 2014, between Company and Computershare Trust Company, N.A., as
rights agent, incorporated by reference to Exhibit
4.1 to
the Current Report on Form 8-K filed
with the SEC on April 16, 2014 (SEC File No. 001-34761);
Amendment No. 2 to Tax Benefit Preservation Plan dated as of
April 13, 2017, between Company and Computershare Trust
Company, N.A., as rights agent, incorporated by reference
to Exhibit
4.1 to
the Current Report on Form
8-K filed with the SEC on April 14, 2017 (SEC File No.
001-34761)
|
|
|
|
Certificate of Adjustment Under Section 11(m) of
the Tax Benefit Preservation Plan, incorporated by reference
to Exhibit
4.3 to the Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2012 filed with the SEC on November 8, 2012 (SEC File No.
001-34761)
|
|
|
|
First Amendment to Revolving Credit and Security
Agreement by and among PNC
Bank, National Association, as Agent, the Lenders Party thereto,
and AutoWeb, Inc., as Borrower, and Car.com, Inc., Autobytel, Inc.,
and AW GUA USA, Inc., as guarantors, dated October 29, 2019,
incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed with the
SEC on October 30, 2019 (SEC File No.
001-34761)
|
|
|
|
Amendment No. 1 to Employment
Agreement between Jared Rowe and AutoWeb, Inc. dated as of August
26, 2019
|
|
|
|
Rule 13a-14(a)/15d-14(a)
Certification by Principal Executive Officer
|
|
|
|
Rule 13a-14(a)/15d-14(a)
Certification by Principal Financial Officer
|
|
|
|
Section 1350 Certification by
Principal Executive Officer and Principal Financial
Officer
|
|
|
|
101.INS††
|
XBRL Instance
Document
|
|
|
101.SCH††
|
XBRL Taxonomy Extension Schema
Document
|
|
|
101.CAL††
|
XBRL Taxonomy Calculation Linkbase
Document
|
|
|
101.DEF††
|
XBRL Taxonomy Extension Definition
Document
|
|
|
101.LAB††
|
XBRL
Taxonomy Label Linkbase Document
|
|
|
101.PRE††
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
|
AutoWeb, Inc.
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Date: November 7, 2019
|
By:
|
/s/
Joseph P. Hannan
|
|
|
|
|
Joseph P. Hannan
|
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting
Officer)
|
|
|
AutoWeb,
Inc.
By: /s/ Glenn E.
Fuller
Glenn E. Fuller
Executive Vice President, Chief
Legal Officer and Secretary
Executive
/s/ Jared R.
Rowe
Jared
R. Rowe
|
Date: November 7, 2019
|
By: /s/ Jared R.
Rowe
|
|
|
Jared
R. Rowe
|
|
|
President and Chief Executive Officer
|
|
Date: November 7, 2019
|
By: /s/ Joseph P.
Hannan
|
|
|
Joseph
P. Hannan
|
|
|
Executive Vice President, Chief Financial Officer
|
|
Date: November 7, 2019
|
By: /s/ Jared R.
Rowe
|
|
|
Jared
R. Rowe
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date: November 7, 2019
|
By: /s/ Joseph P.
Hannan
|
|
|
Joseph
P. Hannan
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|