Delaware
|
|
91-2079472
|
(State of
incorporation or organization)
|
|
(I.R.S.
Employer Identification no.)
|
|
|
|
111 Springhall Drive, Goose Creek, SC, 29445
|
||
(Address of
principal executive offices) (Zip code)
|
||
|
|
|
Registrant’s telephone number, including
area code: (843)
723-7400
|
Common Stock,
$0.001 par value
|
|
HQI
|
|
The Nasdaq Stock
Market LLC
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which
registered
|
|
|
Page
|
PART
I
|
||
|
|
|
PART
II
|
||
|
|
|
PART
III
|
||
|
|
|
PART
IV
|
||
|
Year
|
|
Renewals
|
2020
|
|
6
|
2021
|
|
9
|
2022
|
|
13
|
2023
|
|
12
|
2024
|
|
42
|
2029
|
|
6
|
Name
|
Age
|
Position
|
Richard
Hermanns
|
56
|
President, Chief
Executive Officer, and Chairman of the Board
|
John D.
McAnnar
|
37
|
Vice President,
Secretary, and General Counsel
|
Cory
Smith
|
43
|
Treasurer and Chief
Financial Officer
|
|
December
31, 2019
|
December
31, 2018
|
Franchise
sales
|
$227,691,668
|
$189,293,776
|
Company-owned
sales
|
13,932,769
|
722,849
|
System-wide
sales
|
$241,624,437
|
$190,016,625
|
Franchised offices,
December 31, 2017
|
79
|
Closed in 2018
|
(3)
|
Opened in 2018
|
21
|
Franchised offices,
December 31, 2018
|
97
|
Closed in 2019
|
(10)
|
Acquired in
2019
|
52
|
Opened in 2019
|
8
|
Franchised offices,
December 31, 2019
|
147
|
Balance sheet changes
|
Previously
reported
2018
|
Adjustment
|
Revised 2018
|
Due to
franchisee
|
$620,385
|
$1,810,063
|
$2,430,448
|
Retained
earnings
|
5,783,996
|
(1,810,063)
|
3,973,933
|
|
December 31,
2019
|
December 31,
2018
|
ASSETS
|
|
(revised)
|
Current assets
|
|
|
Cash
|
$4,187,450
|
$1,291,317
|
Accounts
receivable
|
28,201,279
|
20,725,170
|
Notes
receivable
|
3,419,458
|
-
|
Prepaid expenses,
deposits, and other assets
|
188,560
|
-
|
Prepaid workers'
compensation
|
822,938
|
-
|
Due from
affiliates
|
-
|
209,685
|
Other
assets
|
201,440
|
-
|
Total current
assets
|
37,021,125
|
22,226,172
|
Property and equipment,
net
|
1,900,686
|
2,045,881
|
Notes receivable, net
of current portion
|
7,990,251
|
85,500
|
Deposits and other
assets
|
-
|
8,334
|
Total
assets
|
$46,912,062
|
$24,365,887
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$253,845
|
$53,435
|
Other current
liabilities
|
1,893,846
|
95,223
|
Accrued benefits and
payroll taxes
|
1,113,904
|
504,035
|
Due to
affiliates
|
-
|
7,740,083
|
Due to
franchisees
|
3,610,596
|
2,430,448
|
Risk management
incentive program liability
|
1,811,917
|
1,852,328
|
Workers' compensation
claims liability
|
2,327,869
|
-
|
Total current
liabilities
|
11,011,977
|
12,675,552
|
Workers' compensation
claims liability, net of current portion
|
1,516,633
|
-
|
Franchisee
deposits
|
1,412,924
|
767,509
|
Deferred tax
liability
|
1,688,446
|
-
|
Total
liabilities
|
15,629,980
|
13,443,061
|
Commitments and
contingencies (Note 11)
|
|
|
Stockholders'
equity
|
|
|
Preferred stock -
$0.001 par value, 416,666 shares authorized; none
issued
|
-
|
-
|
Common stock - $0.001
par value, 30,000,000 shares authorized; 13,518,036 and 9,939,668
shares issued and outstanding, respectively
|
13,518
|
9,940
|
Additional paid-in
capital
|
27,584,610
|
6,938,953
|
Retained
earnings
|
3,683,954
|
3,973,933
|
Total stockholders'
equity
|
31,282,082
|
10,922,826
|
Total liabilities and
stockholders' equity
|
$46,912,062
|
$24,365,887
|
|
Year
ended
|
|
|
December
31, 2019
|
December
31, 2018
|
Franchise
royalties
|
$14,673,636
|
$11,287,149
|
Service
revenue
|
1,202,824
|
1,042,479
|
Total revenue
|
15,876,460
|
12,329,628
|
Selling, general and
administrative expenses
|
12,692,297
|
5,325,000
|
Depreciation and
amortization
|
400,132
|
92,608
|
Income from operations
|
2,784,031
|
6,912,020
|
Other miscellaneous
income
|
751,077
|
189,796
|
Interest and other
financing expense
|
(559,585)
|
(19,697)
|
Net income before
income taxes
|
2,975,523
|
7,082,119
|
Provision for income taxes
|
3,480,996
|
21,029
|
Income (loss) from continuing operations
|
(505,473)
|
7,061,090
|
Income from
discontinued operations, net of tax
|
215,494
|
56,097
|
Net income
(loss)
|
$(289,979)
|
$7,117,187
|
|
|
|
Basic
and diluted earnings (loss) per share
|
|
|
Continuing
operations
|
$(0.05)
|
$0.71
|
Discontinued
operations
|
0.02
|
0.01
|
Basic earnings (loss) per
share
|
$(0.03)
|
$0.72
|
|
|
|
Basic
and diluted weighted average shares outstanding
|
11,588,776
|
9,939,668
|
|
Common stock
|
|
|
|
|
|
Shares
|
Par value
|
Additional paid-in
capital
|
Retained
earnings
|
Total stockholders'
equity
|
Balance at December 31,
2017 (revised)
|
9,939,668
|
$9,940
|
$6,938,953
|
$3,873,160
|
$10,822,053
|
Net
distributions
|
-
|
-
|
-
|
(7,016,414)
|
(7,016,414)
|
Net income for the
year
|
-
|
-
|
-
|
7,117,187
|
7,117,187
|
Balance at December 31,
2018
|
9,939,668
|
9,940
|
6,938,953
|
3,973,933
|
10,922,826
|
Net
contributions
|
-
|
-
|
1,155,907
|
-
|
1,155,907
|
Merger with Command Center,
Inc.
|
4,677,487
|
4,677
|
26,937,648
|
-
|
26,942,325
|
Stock-based
compensation
|
-
|
-
|
255,162
|
-
|
255,162
|
Restricted common stock
granted for services
|
250,000
|
250
|
428,227
|
-
|
428,477
|
Common stock issued for
services
|
14,035
|
14
|
74,399
|
-
|
74,413
|
Common stock issued for the
exercise of options
|
31,667
|
32
|
161,845
|
-
|
161,877
|
Common stock purchased and
retired
|
(1,394,821)
|
(1,395)
|
(8,367,531)
|
-
|
(8,368,926)
|
Net loss for the
year
|
-
|
-
|
-
|
(289,979)
|
(289,979)
|
Balance at December 31,
2019
|
13,518,036
|
$13,518
|
$27,584,610
|
$3,683,954
|
$31,282,082
|
|
Year
ended
|
|
|
December 31,
2019
|
December 31,
2018
|
Cash flows from
operating activities
|
|
|
Net income
(loss)
|
$(289,979)
|
$7,117,187
|
Income from
discontinued operations
|
(215,494)
|
-
|
Net income
(loss) from continuing operations
|
(505,473)
|
7,117,187
|
Adjustments
to reconcile net income to net cash used in
operations:
|
|
|
Depreciation and
amortization
|
400,132
|
92,608
|
Stock based
compensation
|
758,053
|
-
|
Deferred
taxes
|
(1,242,501)
|
-
|
Gain on
disposition of property and equipment
|
(174,626)
|
(34,912)
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
(7,476,109)
|
(730,879)
|
Prepaid
expenses, deposits, and other assets
|
1,588,118
|
1,385
|
Prepaid
workers' compensation
|
(334,177)
|
-
|
Due from
affiliates
|
218,018
|
540,117
|
Accounts
payable
|
200,411
|
9,031
|
Risk
management incentive program liability
|
(40,411)
|
-
|
Other
current liabilities
|
(203,153)
|
-
|
Accrued
benefits and payroll taxes
|
(1,402,184)
|
(453,510)
|
Due to
franchisees
|
1,180,148
|
(1,466,868)
|
Workers'
compensation claims liability
|
2,004,591
|
-
|
Net cash
(used in) provided by operating activities - continuing
operations
|
(5,029,163)
|
5,074,159
|
Net cash
provided by operating activities - discontinued
operations
|
9,986,976
|
-
|
Net cash
provided by operating activities
|
4,957,813
|
5,074,159
|
Cash flows from
investing activities
|
|
|
Purchase of
property and equipment
|
(507,602)
|
(411,309)
|
Proceeds
from the sale of property and equipment
|
735,537
|
560,277
|
Proceeds
from payments on notes receivable
|
3,563,011
|
-
|
Cash
acquired in acquisition
|
5,376,543
|
|
Cash issued
for notes receivable
|
-
|
(85,500)
|
Net change
in in franchisee deposits
|
645,416
|
90,356
|
Net cash
provided by investing activities
|
9,812,905
|
153,824
|
Cash flows from
financing activities
|
|
|
Payments on
line of credit
|
712,354
|
-
|
Payments to
affiliates
|
(5,535,797)
|
-
|
Proceeds from affiliates
|
-
|
2,803,828
|
Purchase of
treasury stock
|
(8,368,926)
|
-
|
Net
contributions (distributions) by HQ, LLC members
|
1,155,907
|
(7,016,414)
|
Proceeds
from the conversion of stock options
|
161,877
|
-
|
Net cash
used in financing activities
|
(11,874,585)
|
(4,212,586)
|
Net increase in
cash
|
2,896,133
|
1,015,397
|
Cash, beginning
of period
|
1,291,317
|
275,920
|
Cash, end of
period
|
$4,187,450
|
$1,291,317
|
Supplemental
disclosure of non-cash investing and financing
activities
|
|
|
Stock
issued for acquisition
|
26,942,325
|
|
Notes
received for the sale of branches
|
14,887,220
|
-
|
Accounts receivable received for the sale of
branches
|
2,204,286
|
|
Supplemental
disclosure of cash flow information
|
|
|
Interest
paid
|
559,585
|
-
|
Income
taxes paid
|
1,819,344
|
-
|
Balance sheet
changes
|
Previously
reported
2018
|
Adjustment
|
Revised 2018
|
Due to
franchisee
|
$620,385
|
$1,810,063
|
$2,430,448
|
Retained
earnings
|
5,783,996
|
(1,810,063)
|
3,973,933
|
|
December 31,
2019
|
December 31,
2018
|
HireQuest
Direct
|
$13,621,998
|
$10,185,172
|
HireQuest
|
1,051,637
|
1,101,977
|
Total
|
$14,673,636
|
$11,287,149
|
|
|
Fair
value
|
|
|
Level
|
December 31, 2019
|
December 31,
2018
|
Cash
|
1
|
$4,187,450
|
$1,291,317
|
Notes
receivable
|
2
|
11,409,709
|
85,500
|
Accounts
receivable
|
2
|
28,201,279
|
20,725,170
|
Common
stock
|
4,677,487
|
Closing
share price on July 15, 2019
|
$5.76
|
Stock
consideration
|
$26,942,325
|
|
|
Accounts
receivable
|
$10,480,907
|
Cash and
cash equivalents
|
5,376,543
|
Identifiable intangible
assets
|
17,015,857
|
Other
current assets
|
725,453
|
Property,
plant and equipment, net
|
281,186
|
Right-of-use asset
|
1,642,695
|
Current
liabilities
|
(3,124,081)
|
Lease
liabilities
|
(1,624,461)
|
Deferred
tax liability
|
(2,930,947)
|
Other
liabilities
|
(900,827)
|
Preliminary
purchase price allocation
|
$26,942,325
|
|
From July 15, 2019 through December 31, 2019
|
Total revenue
|
1,768,550
|
Net income
|
1,171,677
|
Notes
receivable
|
$14,884,620
|
Accounts
receivable
|
2,204,286
|
Cash
|
221,845
|
Consideration
received
|
17,310,751
|
|
|
Customer
lists
|
$17,015,857
|
Lease and utility
deposits
|
100,009
|
Fixed
assets
|
57,448
|
Gain
|
137,437
|
Sale price
allocation
|
$17,310,751
|
|
December 31,
2019
|
December 31,
2018
|
Due from
franchisee
|
$993,495
|
$254,943
|
Risk management incentive
program liability (asset)
|
1,027,960
|
( 988,562)
|
|
Year ended
|
|
|
December 31,
2019
|
December 31,
2018
|
Franchisee
royalties
|
$6,964,690
|
$5,900,637
|
|
December
31, 2019
|
December
31, 2018
|
Estimated future claims
liabilities at the beginning of the period
|
$-
|
$-
|
Claims paid during the
period
|
(1,237,977)
|
-
|
Additional future claims
liabilities recorded during the period
|
5,082,478
|
-
|
Estimated future claims
liabilities at the end of the period
|
$3,844,501
|
$-
|
Franchised offices,
December 31, 2017
|
79
|
Closed in 2018
|
(3)
|
Opened in 2018
|
21
|
Franchised offices,
December 31, 2018
|
97
|
Closed in 2019
|
(10)
|
Opened in 2019
|
60
|
Franchised offices,
December 31, 2019
|
147
|
|
Shares
|
Weighted
average grant date price
|
Non-vested, December 31,
2018
|
-
|
$-
|
Granted
|
264,035
|
7.15
|
Vested
|
(8,401)
|
6.19
|
Non-vested, December 31,
2019
|
255,634
|
7.18
|
|
2019
|
2018
|
Expected term
(years)
|
2.3 - 8.9
|
-
|
Expected
volatility
|
46.8 - 63.1%
|
0.0%
|
Dividend
yield
|
0.0%
|
0.0%
|
Risk-free
rate
|
1.7 - 2.4%
|
0.0%
|
Weighted average grant
date fair value
|
$3.18
|
$-
|
|
Number
of shares underlying options
|
Weighted
average exercise price per share
|
Weighted
average grant date fair value
|
Outstanding, December 31,
2018
|
-
|
$-
|
$-
|
Granted
|
160,832
|
5.86
|
3.18
|
Forfeited
|
(100,000)
|
5.70
|
3.16
|
Exercised
|
(31,667)
|
5.11
|
2.71
|
Outstanding, December 31,
2019
|
29,165
|
7.20
|
3.76
|
|
Number
of shares underlying options
|
Weighted
average exercise price per share
|
Weighted
average grant date fair value
|
Non-vested, December 31,
2018
|
-
|
$-
|
$-
|
Granted
|
84,523
|
5.56
|
3.05
|
Forfeited
|
(57,857)
|
5.70
|
3.16
|
Vested
|
(21,250)
|
5.21
|
2.76
|
Non-vested, December 31,
2019
|
5,417
|
5.48
|
3.01
|
|
Number
of shares underlying options
|
Weighted average
exercise price per share
|
Weighted average
remaining contractual life (years)
|
Aggregate intrinsic
value
|
Outstanding
|
29,166
|
$7.20
|
4.72
|
$50,637
|
Exercisable
|
23,749
|
7.59
|
3.89
|
12,237
|
|
December
31, 2019
|
December
31, 2018
|
Land
|
$472,492
|
$487,492
|
Buildings and
improvements
|
1,231,308
|
1,305,280
|
Furniture and
fixtures
|
762,314
|
377,110
|
Construction in
progress
|
62,751
|
157,350
|
Accumulated
depreciation
|
(628,179)
|
(281,351)
|
Total property and
equipment, net
|
$1,900,686
|
$2,045,881
|
|
December 31,
2019
|
December 31,
2018
|
Current:
|
|
|
Federal
|
$3,551,418
|
$-
|
State
|
996,510
|
39,728
|
Deferred:
|
|
|
Federal
|
(1,113,042)
|
-
|
State
|
46,110
|
-
|
Provision for income
taxes
|
$3,480,996
|
$39,728
|
|
December 31,
2019
|
December 31,
2018
|
Deferred tax assets and
liabilities
|
|
|
Workers' compensation
claims liability
|
$947,023
|
$-
|
Depreciation and
amortization
|
279,990
|
-
|
Bad debt
reserve
|
41,436
|
-
|
Accrued
vacation
|
37,771
|
-
|
Cash to accrual Section
481 adjustment
|
(3,000,216)
|
-
|
Stock based
compensation
|
5,550
|
-
|
Total deferred tax
liability
|
$(1,688,446)
|
$-
|
|
December 31,
2019
|
December 31,
2018
|
||
Income tax expense
based on statutory rate
|
$624,860
|
21.0%
|
$-
|
0.0%
|
Permanent
differences
|
(789,810)
|
(26.5%)
|
-
|
0.0%
|
State income taxes
expense net of federal taxes
|
820,698
|
27.6%
|
-
|
0.0%
|
WOTC
|
(498,000)
|
(16.7%)
|
-
|
0.0%
|
HQ Conversion to C
Corp
|
3,320,594
|
111.6%
|
-
|
0.0%
|
Other
|
2,654
|
0.1%
|
39,728
|
0.6%
|
Total taxes (benefits)
on income
|
$3,480,996
|
117.1%
|
$39,728
|
0.6%
|
Balance as of
December 31, 2017
|
$-
|
Notes
issued
|
85,500
|
Payments
received
|
-
|
Balance as of
December 31, 2018
|
85,500
|
Notes
issued
|
14,887,620
|
Payments
received
|
(3,563,411)
|
Balance as of
December 29, 2019
|
$11,409,709
|
|
Quarter
ended
|
|
|
December
31, 2019
|
December
31, 2018
|
Franchise
royalties
|
$5,396,922
|
$3,255,016
|
Service
revenue
|
475,748
|
280,150
|
Total revenue
|
5,872,670
|
3,535,166
|
Selling, general and
administrative expenses
|
3,131,312
|
1,339,504
|
Depreciation and
amortization
|
324,502
|
66,252
|
Income from
operations
|
2,416,856
|
2,129,410
|
Other miscellaneous income
(expense)
|
(616)
|
41,112
|
Interest and other
financing expense
|
(37,748)
|
(5,000)
|
Net income before
income taxes
|
2,378,492
|
2,165,522
|
Benefit for income
taxes
|
(1,399,406)
|
(13,277)
|
Income from continuing
operations
|
3,777,898
|
2,178,799
|
Income (loss) from
discontinued operations, net of tax
|
(315,067)
|
11,421
|
Net
income
|
$3,462,831
|
$2,190,220
|
|
|
|
Basic
earnings per share
|
|
|
Continuing
operations
|
$0.28
|
$0.22
|
Discontinued
operations
|
(0.02)
|
0.00
|
Total
|
$0.26
|
$0.22
|
|
|
|
Diluted
earnings per share
|
|
|
Continuing
operations
|
$0.28
|
$0.22
|
Discontinued
operations
|
(0.02)
|
0.00
|
Total
|
$0.26
|
$0.22
|
|
|
|
Weighted
average shares outstanding:
|
|
|
Basic
|
13,488,436
|
9,939,668
|
Diluted
|
13,490,636
|
9,939,668
|
Exhibit No.
|
Description
|
Plan of
Conversion, dated September 9, 2019 (incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K,
filed with the SEC September 9, 2019).
|
|
Agreement and
Plan of Merger dated April 8, 2019, by and among Command Center,
Inc., CCNI One, Inc., Command Florida, LLC, Hire Quest Holdings,
LLC, and Richard Hermanns as Member Representative (incorporated by
reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on April 9, 2019)
|
|
Certificate of
Conversion, as filed with the Secretary of State of the State of
Delaware on September 9, 2019 (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed with
the SEC September 9, 2019).
|
|
Certificate of
Incorporation, as filed with the Secretary of State of the State of
Delaware on September 9, 2019 (incorporated by reference to Exhibit
3.2 to the Company’s Current Report on Form 8-K, filed with
the SEC September 9, 2019).
|
|
Cover Sheet for
Conversion of Business Entity and Articles of Conversion, as filed
with the Secretary of State of Washington on September 11, 2019
(incorporated by reference to Exhibit 3.3 to the Company’s
Current Report on Form 8-K, filed with the SEC September 9,
2019).
|
|
Bylaws,
effective September 11, 2019 (incorporated by reference to Exhibit
3.4 to the Company’s Current Report on Form 8-K, filed with
the SEC September 9, 2019).
|
|
Form of Common
Stock Share Certificate (filed
herewith).
|
|
Description
of Securities (filed herewith).
|
|
Employment
Agreement among HQ LTS Corporation, the Company, and Richard
Hermanns (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K, filed with the SEC of
September 26, 2019).
|
|
Employment
Agreement among HQ LTS Corporation, the Company, and John D.
McAnnar (incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K, filed with the SEC of
September 26, 2019).
|
|
Loan Agreement,
dated as of July 11, 2019, by and among Branch Banking and Trust
Company, Command Center, Inc., Command Florida, LLC, Hire Quest,
L.L.C., HQ LTS Corporation, HQ Real Property Corporation, HQ
Insurance Corporation, HQ Financial Corporation, and HQ Franchising
Corporation (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on
July 17, 2019).
|
|
Separation and
Release of Claims Agreement by and between the Company and Richard
K. Coleman executed August 29, 2019 (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the SEC on September 4, 2019).
|
|
Form of
Indemnification Agreement (Directors and Officers) (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on September 9, 2019).
|
2019 HireQuest, Inc.
Non-Employee Director Compensation Plan (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K,
filed with the SEC on September 26, 2019).
|
|
Addendum to Employment
Agreement between the Company and Cory Smith (incorporated by
reference to Exhibit 10.4 to the Company’s Current Report on
Form 8-K, filed with the SEC on September 26, 2019).
|
|
Consulting Agreement by and
between Command Center, Inc. and Dock Square HQ, LLC, dated July
15, 2019 (incorporated by reference to Exhibit 10.8 to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC
on November 13, 2019).
|
|
Form of Restricted Stock
Award Agreement pursuant to the Company’s 2016 Stock
Incentive Plan (incorporated by reference to Exhibit 10.9 to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC
on November 13, 2019).
|
|
Executive Employment
Agreement by and between the Company and Brendan Simaytis, dated
June 30, 2019 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on
July 1, 2019).
|
|
Consulting and
Nondisclosure Agreement, dated as of June 30, 2019, by and between
Command Center, Inc. and Brendan Simaytis (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K, filed with the SEC on July 1, 2019).
|
|
Form of Asset Purchase
Agreement (incorporated by reference to Exhibit 10.12 to the
Company’s Quarterly Report on Form 10-Q, filed with the SEC
on November 13, 2019).
|
|
Amended and Restated
Employment Agreement, by and between the Company and Richard K.
Coleman, Jr., effective March 31, 2019 (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K,
filed with the SEC on April 4, 2019).
|
|
Executive Employment
Agreement, dated as of June 5, 2019, between Command Center, Inc.
and Cory Smith (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on
June 10, 2019).
|
|
List of subsidiaries of the
Company (filed herewith).
|
|
Consent of Plante &
Moran, PLLC (filed herewith).
|
|
Certification of Chief
Executive Officer - § 302 Certification (filed
herewith).
|
|
Certification of Chief
Financial Officer - § 302 Certification (filed
herewith).
|
|
Certification of Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
§ 1350, as adopted in § 906 of the Sarbanes-Oxley Act of
2002 (filed herewith).
|
|
101.INS
|
XBRL Instance Document
(filed herewith).
|
101.SCH
|
XBRL Taxonomy Extension
Schema Document (filed herewith).
|
101.CAL
|
XBRL Taxonomy Extension
Calculation Linkbase Document (filed herewith).
|
101.DEF
|
XBRL Taxonomy Extension
Definition Linkbase Document (filed herewith).
|
101.LAB
|
XBRL Taxonomy Extension
Label Linkbase Document (filed herewith).
|
101.PRE
|
XBRL Taxonomy Extension
Presentation Linkbase Document (filed herewith).
|
/s/ Richard F.
Hermanns
|
|
Richard F.
Hermanns
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
President, Chief Executive
Officer, Director
|
|
|
|
|
|
|
|
|
|
/s/ Cory Smith
|
|
Cory Smith
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
Treasurer, Chief Financial
Officer
|
|
|
|
|
/s/ JD Smith
|
|
JD
Smith
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ R. Rimmy
Malhotra
|
|
R.
Rimmy Malhotra
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Kathleen
Shanahan
|
|
Kathleen
Shanahan
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Payne
Brown
|
|
Payne Brown
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Lawrence F.
Hagenbuch
|
|
Lawrence F.
Hagenbuch
|
|
March 30, 2020
|
Signature
|
|
Printed Name
|
|
Date
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Edward
Jackson
|
|
Edward Jackson
|
|
March 30,
2020
|
Signature
|
|
Printed Name
|
|
Date
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Richard F.
Hermanns
|
|
Richard F.
Hermanns
|
|
March 30,
2020
|
Signature
|
|
Printed
Name
|
|
Date
|
Chairman of the Board of
Directors
|
|
|
|
|
/s/ Richard
Hermanns
|
/s/
Cory Smith
|
Richard Hermanns
|
Cory
Smith
|
President and Chief Executive
Officer
|
Treasurer
and Chief Financial Officer
|
|