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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

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FORM 10-Q

 

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 3, 2016

 

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM                 TO

 

COMMISSION FILE NUMBER 0-31051

 

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SMTC CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

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DELAWARE	98-0197680
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

 

635 HOOD ROAD 

MARKHAM, ONTARIO, CANADA L3R 4N6

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

 

(905) 479-1810

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    ☐        Accelerated filer    ☐        Non-accelerated filer    ☐        Smaller reporting company    ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

As of May 5, 2016, SMTC Corporation had 16,510,180 shares of common stock, par value $0.01 per share, outstanding.

  

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SMTC CORPORATION

 

Table of Contents

 

PART I FINANCIAL INFORMATION		3
Item 1	Financial Statements	3
	Interim Consolidated Balance Sheets (unaudited)	3
	Interim Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)	4
	Interim Consolidated Statements of Changes in Shareholders’ Equity (unaudited)	5
	Interim Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Interim Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4	Controls and Procedures	27
PART II OTHER INFORMATION		27
Item 1A	Risk factors	27
Item 6	Exhibits	29

 

 

   

Part I FINANCIAL INFORMATION

 

Item 1 Financial Statements

 

Interim Consolidated Balance Sheets:

(Expressed in thousands of U.S. dollars)

(Unaudited)

 

 

Commitments (note 11)

 

See accompanying notes to interim consolidated financial statements.

 

 

   

Interim Consolidated Statements of Operations and Comprehensive Income (Loss)

 

(Expressed in thousands of U.S. dollars, except number of shares and per share amounts)

(Unaudited)

 

  

See accompanying notes to interim consolidated financial statements.

 

 

   

Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in thousands of U.S. dollars)

 

Three months ended April 3, 2016

(Unaudited)

 

   

See accompanying notes to interim consolidated financial statements.

  

 

   

Interim Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

(Unaudited)

 

  

See accompanying notes to interim consolidated financial statements.

  

 

   

Unaudited Notes to Interim Consolidated Financial Statements

 

  

 

  

 

  

 

    

 

   

 

   

 

   

 

 

 

 

   

 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Where we say “we”, “us”, “our”, the “Company” or “SMTC”, we mean SMTC Corporation or SMTC Corporation and its subsidiaries, as the context may require. Where we refer to the “industry”, we mean the electronics manufacturing services industry.

 

You should read this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in combination with the accompanying unaudited interim consolidated financial statements and related notes as well as the audited consolidated financial statements and the accompanying notes to the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) included within the Company’s Annual Report on Form 10-K filed on March 17, 2016. The forward-looking statements in this discussion regarding the electronics manufacturing services industry, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion include numerous risks and uncertainties, some of which are as described in the “Risk Factors” section in the Annual Report on Form 10-K filed on March 17, 2016, as updated by Item 1A in Part II of this quarterly report. Certain statements in this MD&A contain words such as “could”, “expects”, “may”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “envisions”, “seeks” and other similar language and are considered forward looking statements or information under applicable securities laws. These statements are based on our current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which we operate. These statements are subject to important assumptions, risks and uncertainties, which are difficult to predict and the actual outcome may be materially different. We may not update these forward-looking statements after the date of this Form 10-Q, even though our situation may change in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

 

This MD&A contains discussion in U.S. dollars (US$) unless specifically stated otherwise.

 

Background

 

SMTC Corporation is a mid-tier provider of end-to-end electronics manufacturing services, or EMS, including product design and sustaining engineering services, printed circuit board assembly, or PCBA, production, enclosure fabrication, systems integration and comprehensive testing services. SMTC facilities span a broad footprint in the United States, Mexico, and China, with approximately 1,170 full-time employees. SMTC’s services extend over the entire electronic product life cycle from the development and introduction of new products through to growth, maturity and end-of-life phases. SMTC offers fully integrated contract manufacturing services with a distinctive approach to global original equipment manufacturers, or OEMs, and technology companies primarily within the industrial, computing and communications, power and energy and medical market segments.

 

 

   

Results of Operations

 

The unaudited interim consolidated financial statements of SMTC are prepared in accordance with U.S. GAAP.

 

Quarter ended April 3, 2016 compared with the quarter ended March 29, 2015:

 

The following table sets forth summarized operating results in millions of US$ for the periods indicated:

 

		Three months ended April 3, 2016								Three months ended March 29, 2015								Change 2015 to 2016
			$			%					$			%					$			%
Revenue			41.9				100.0				48.7				100.0				(6.8	)			(14.0	)
Cost of sales			37.0				88.3				45.1				92.6				(8.1	)			(18.0	)
Gross profit			4.9				11.7				3.6				7.4				1.3				36.1
Selling, general and administrative expenses			3.5				8.4				3.6				7.4				(0.1	)			(2.8	)
Restructuring charges			0.2				0.5				—				0.0				0.2				—
Operating income (loss)			1.2				2.8				(0.0	)			(0.0	)			1.2				—
Interest expense			0.2				0.5				0.3				0.6				(0.1	)			(33.3	)
Income (loss) before income taxes			1.0				2.3				(0.3	)			(0.6	)			1.3				422.6
Income tax expense (recovery)
Current			0.0				—				0.2				0.4				(0.2	)			(100.0	)
Deferred			(0.0	)			—				(0.1	)			(0.2	)			0.1				100.0
			(0.0	)			—				0.1				0.2				(0.1	)			(100.0	)
Net income (loss)			1.0				2.3				(0.4	)			(1.0	)			1.4				343.9

  

Revenue

 

Revenue decreased by $6.8 million, from $48.7 million for the first quarter of 2015 to $41.9 million for the first quarter of 2016 mainly due to $14.7 million in reduced volumes relating to two long standing customers. This was partially offset by increased volumes of $4.2 million with three long standing customers in addition to increased revenues of $2.1 million with two new customers the Company commenced business with in 2015. There was additional revenue of $2.4 million from new customer business in the first quarter of 2016.

 

During the first quarter of 2016, revenue from the industrial sector decreased by $7.6 million to $18.4 million compared with $26.0 million for the same period in 2015, due primarily to one customer which has transferred all of its business to other contract manufacturers representing a decrease of $7.9 million partially offset by increased volumes with other customers. Revenue from the industrial sector as a percentage of total revenue decreased to 43.9% in the first quarter of 2016 compared with 53.4% in the first quarter of 2015.

 

Revenue from the networking and communications sector decreased by $2.2 million to $17.5 million during the first quarter of 2016 from $19.7 million for the same period in 2015. This was the result of volume reductions from one long standing customer partially offset by new customer revenue in the first quarter of 2016. The networking and communications sector represented 41.7% of revenue in the first quarter of 2016, compared with 40.6% of revenue in the first quarter of 2015.

 

Revenue from the power and energy sector increased by $1.9 million to $2.0 million for the first quarter of 2016 compared with $0.1 million for the same period in 2015, which represented 4.8% of revenue in the first quarter of 2016, an increase from 0.3% for the same period in the prior year. The increase is primarily the result of higher volumes from one customer.

 

Revenue for the medical sector increased by $1.3 million to $4.1 million in the first quarter of 2016, compared to $2.8 million in the first quarter of 2015 due to increased revenue from one customer partially offset by reduced revenues from an additional customer. Revenue from the medical sector as a percentage of total revenue increased to 9.7% in the first quarter of 2016 compared with 5.8% in the first quarter of 2015.

 

 

    

During the first quarter of 2016, the Company recorded approximately $1.5 million of sales of raw materials inventory to customers, which carried limited margin, compared with $1.1 million in the first quarter of 2015. The Company purchases raw materials based on customer purchase orders. When a customer requires an order to be altered or changed, the customer is generally obligated to purchase the original on-order raw material at cost, to the extent the materials are not consumed within a specified period.

 

Due to changes in market conditions, the life cycle of products, the nature of specific programs and other factors, revenues from a particular customer typically varies from quarter-to-quarter and year-to-year. The Company’s ten largest customers represented 79.3% of revenue during the first quarter of 2016, compared with 89.7% in the first quarter of 2015. Revenue from the two largest customers during the first quarter of 2016 was $6.0 million and $5.9 million, representing 14.2% and 14.0% of total revenue, respectively. This compares with revenue from the three largest customers during the first quarter of 2015 of $10.4 million, $8.6 million and $5.3 million, representing 21.4%, 17.6% and 10.8% of total revenue, respectively. No other customers represented more than 10% of revenue in either period.

 

During the first quarter of 2015, 63.6% of our revenue was attributable to production from our operations in Mexico, 14.1% in the U.S. and 22.3% in China. During the first quarter of 2015, 72.9% of our revenue was attributable to production from our operations in Mexico, 13.4% in the U.S. and 13.7% in China.

  

Gross Profit

 

Gross profit for the first quarter of 2015 increased by $1.3 million to $4.9 million or 11.6% of revenue compared with 7.4% of revenue for the same period in 2015. This was due primarily to favorable foreign exchange rates on outstanding forward contracts which resulted in $1.0 million of unrealized foreign exchange gains that were recorded in the first quarter of 2016 versus an unrealized foreign exchange loss of $0.3 million in the first quarter of 2015. When excluding unrealized foreign exchange on forward contracts, the adjusted gross profit was $3.8 million or 9.1% of revenue for the first quarter of 2016 compared with $3.9 million or 8.1% of revenue for the first quarter of 2015. During the quarter, the Company recognized an adjustment decreasing cost of sales by $0.6 million relating to settled liabilities. In addition there was a reduction in labor expense compared to the same period in the prior year.

 

The Company presents this adjusted gross profit amount as we evaluate gross margins internally excluding the unrealized foreign exchange on unsettled forward exchange contracts. Below is the reconciliation from the U.S. GAAP measure of gross profit to adjusted gross profit:

 

		Three months ended April 3, 2016				Three months ended March 29, 2015
Gross profit		$	4,880			$	3,628
Add (deduct):
Unrealized foreign exchange (gain) loss on unsettled forward exchange contracts			(1,046	)			318
Adjusted gross profit		$	3,834			$	3,946

  

The Company entered into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate fluctuations related to forecasted Canadian dollar and Mexican peso expenditures. These contracts were effective as hedges from an economic perspective, but do not meet the requirements for hedge accounting under ASC Topic 815 “Derivatives and Hedging”. Accordingly, changes in the fair value of these contracts were recognized into net income (loss) in the consolidated statement of operations and comprehensive income (loss). Included in cost of sales for the first quarter of 2016 was an unrealized gain recognized as a result of revaluing the instruments to fair value of $1.0 million, and a realized loss of $0.9 million. Included in cost of sales for the first quarter of 2015 was an unrealized loss recognized as a result of revaluing the instruments to fair value of $0.3 million, and a realized loss of $0.9 million. The average contract and mark-to-market rates for outstanding forward foreign exchange contracts were as follows;

 

		April 3, 2016				January 3, 2016
Average USD:CAD contract rate			1.31				1.26
Average USD:CAD mark-to-market rate			1.30				1.38
Average USD:PESO contract rate			16.51				15.88
Average USD:PESO mark-to-market rate			17.65				17.47

 

 

 

EBITDA and Adjusted EBITDA Reconciliation:

 

Management has presented this EBITDA and adjusted EBITDA figure, as it is utilized to monitor performance against budget as well as compliance with bank covenants. We also believe EBITDA and adjusted EBITDA provides useful information to investors in understanding and evaluating our operating results in the same manner as management.

 

Below is the reconciliation from the closest U.S. GAAP measure of net income (loss) to EBITDA and adjusted EBITDA, both of which are non-GAAP measures.

 

		Three months ended April 3, 2016				Three months ended March 29, 2015
Net income (loss)		$	967			$	(424	)
Add:
Depreciation			1,000				1,026
Interest			231				310
Taxes			(42	)			77
EBITDA		$	2,156			$	989
Add:
Restructuring			176				—
Stock based compensation			96				90
Unrealized foreign exchange loss (gain) on unsettled forward exchange contracts			(1,046	)			318
Adjusted EBITDA		$	1,382			$	1,397

 

Adjusted EBITDA for three months ended April 3, 2016 was consistent with the same period in prior year due to reduced revenue partially offset by increased gross profit and reduced selling, general and administrative expenses.   

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased by $0.1 million during the first quarter of 2016 to $3.5 million, which represented 8.4% of revenues compared to $3.6 million or 7.4% of revenues for the same period in 2015. The decrease was mainly the result of reduced administrative headcount and reduction of professional fees.

 

Restructuring Charges

 

Restructuring charges were incurred of $0.2 million related to termination of one executive position in the Markham, Canada office location. These charges will be paid until the first quarter of 2017. No restructuring charges were incurred in the first quarter of 2015.

 

Interest Expense

 

Interest expense reduced to $0.2 million in the first quarter of 2016 from $0.3 million in the first quarter of 2015. The weighted average interest rates with respect to the debt facilities were 4.2% and 4.5% for each of the first quarters of 2016 and 2015, respectively. In addition, average debt levels were lower in the first quarter of 2016 compared to the same period in the prior year.

 

Income Tax Expense

 

During the three months ended April 3, 2016, the Company recorded current income tax charges of less than $0.1 million for taxes on profits in foreign jurisdictions offset by tax recoveries of less than $0.1 million in the U.S. During the three months ended March 29, 2015, the Company recorded a current income tax expense of $0.2 million, primarily related to minimum taxes and taxes on profits in certain jurisdictions. For the three months ended April 3, 2016 and March 29, 2015 a deferred income tax recovery of $0.1 million was recorded on temporary differences related to the Mexican operations.

 

 

  

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of its U.S. deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management considers the scheduled reversal of deferred tax liabilities, change of control limitations, projected future taxable income and tax planning strategies in making this assessment. Guidance under ASC 740, Income Taxes, (“ASC 740”) states that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence, such as cumulative losses in recent years in the jurisdictions to which the deferred tax assets relate. The U.S, Canadian and Asian jurisdiction continue to have a full valuation allowance recorded against the deferred tax assets.

 

At January 3, 2016, the Company had total net operating loss carry forwards of $80.2 million, of which $50.9 million, $24.5 million and $4.8 million pertains to federal loss carry forwards from U.S., Canadian and Asian jurisdictions respectively. $1.3 million will expire in 2017, $2.3 million will expire between 2018 and 2022, $17.9 million will expire in 2023, $10.1 million will expire between 2025 and 2029, $19.7 million will expire in 2030 and the remainder will expire beyond 2030.

 

Liquidity

 

Net cash used in operating activities during the three months ended April 3, 2016 was $2.3 million driven by working capital changes, primarily the payments of Accounts Payable and Accrued Liabilities of $6.9 million due to a reduction of inventory purchases. However, accounts payable days outstanding increased to 62 days for the first quarter of 2016 compared to 57 days for the first quarter of 2015 due to negotiated terms with suppliers and timing of payments. Accounts receivable days sales outstanding increased to 58 from 49 days for the first quarter of 2016 compared to the first quarter of 2015. This was the result of the timing of collections; specifically an increase in the overdue balance compared to the prior year mainly due to slow payment from two customers. Inventory turnover, on an annualized basis increased to 6 times for the first quarter of 2016 compared to 5 times for the first quarter of 2015 due to improved supplier management on purchases and timely collections and reductions to excess inventory levels.

 

Net cash used in financing activities during the first quarter of 2016 was $1.3 million compared to $1.6 million for the first quarter of 2015. During the first quarter of 2016, the Company decreased revolving debt by $0.9 million compared to $1.2 million for the same period in 2015. The Company also paid down its long-term debt in the amount of $0.3 million. There was no long-term debt in the first quarter of 2015. In addition, the Company paid $0.1 million in lease payments in the first quarter of 2016 compared to $0.4 million in the first quarter of 2015. Lease payments reduced over the same period due to expiring capital leases.

 

Net cash used in investing activities during the first quarter of 2016 was $0.4 million compared to $0.5 million in the first quarter of 2015. During the first quarter of 2016, capital asset purchases of $0.6 million were made compared to $0.5 million in the prior year. In addition, in the first quarter of 2016, proceeds were received of $0.1 million related to the sale of equipment and restricted cash balances of $0.1 million were released.

 

Capital Resources

 

The Company borrows money under a Revolving Credit and Security Agreement with PNC which expires on January 2, 2018 which governs the PNC Revolving Credit Facility and the PNC Long-Term Debt Facility. Advances made under the PNC revolving credit facility bear interest at the U.S. base rate plus 0.50%. The Company also has a Long-Term Debt Facility with PNC which also expires on January 2, 2018 and bears interest at the U.S base rate plus 1.00%. Collectively, the PNC Revolving Credit Facility and the PNC Long-Term Debt Facility are referred to as the PNC Facilities.

 

We believe that cash generated from operations, available cash and amounts available under our PNC Facilities and additional financing sources such as leasing companies and other lenders will be adequate to meet our debt service requirements, capital expenditures and working capital needs at our current level of operations for the foreseeable future, although no assurance can be given in this regard, particularly with respect to amounts available from lenders. We have agreed to a borrowing base formula under which the amount we are permitted to borrow under the PNC Facilities is based on our accounts receivable and inventory. Further, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to enable us to service our indebtedness. Our future operating performance and ability to service indebtedness will be subject to future economic conditions and to financial, business and other factors, certain of which are beyond our control.

 

 

     

Item 3 Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

The PNC Facilities bears interest at a floating rate. The weighted average interest rate incurred on the PNC Facilities for the quarter ended April 3, 2016 was 4.18%. At April 3, 2016, the interest rate on the PNC Revolving Credit Facility was 4.0% based on the U.S. prime rate plus 0.50% and the interest rate on the PNC Long-Term Debt Facility was 4.5% based on U.S. prime plus 1.00%.

 

The impact of a 10% change in interest rates would not have a significant impact on our reported earnings.

 

Foreign Currency Exchange Risk

 

As a result of operating a global business, we are exposed to exchange rate fluctuations on expenditures denominated in foreign currencies. However, most of our sales and component purchases are denominated in U.S. dollars, which limits our foreign currency risk. Our foreign exchange risk relates primarily to our Canadian, Mexican and Asian payroll, Euro based component purchases and other various operating expenses denominated in local currencies in our geographic locations. To mitigate this risk, the Company enters into forward foreign exchange contracts to reduce its exposure to foreign exchange currency rate fluctuations related to forecasted Canadian dollar and Mexican peso. The strengthening of the Canadian dollar and Mexican peso would result in an increase in costs to the organization and may lead to a reduction in reported earnings.

 

The impact of a 10% change in exchange rates would not have a significant impact on our reported earnings, with the assumption that management has effectively hedged its foreign exchange risk with the purchase of forward exchange contracts.

 

Credit Risk

 

In the normal course of operations, there is a risk that a counterparty may default on its contractual obligations to us which would result in a financial loss that could impact our reported earnings. In order to mitigate this risk, we complete credit approval procedures for new and existing customers and obtain credit insurance where it is financial viable to do so given anticipated revenue volumes, in addition to monitoring our customers’ financial performance. We believe our procedures in place to mitigate customer credit risk and the respective allowance for doubtful accounts are adequate.

 

There is limited risk of financial loss from defaults on our outstanding forward currency contracts as the counterparty to the transactions had a Standard and Poor’s rating of A- or above as at March 31, 2016.

 

Liquidity Risk

 

There is a risk that we may not have sufficient cash available to satisfy our financial obligations as they come due. The financial liabilities we have recorded in the form of accounts payable, accrued liabilities and other current liabilities are primarily due within 90 days with the exception of the current portion of capital lease obligations which could exceed 90 days and our revolving debt facility which utilizes a lock-box to pay down the obligation effectively daily. Principal payments for the PNC Long-Term Debt Facility are made on a quarterly basis. We believe that cash flow from operations, together with cash on hand and our PNC Revolving Credit Facility, which has a credit limit of $35 million and PNC Long-Term Debt Facility of $4.8 million are sufficient to fund our financial obligations.

 

 

   

Item 4 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures.

  

As of the end of the period covered by this quarterly report, the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) have conducted an evaluation of the Company’s disclosure controls and procedures. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective during and as at April 3, 2016 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended April 3, 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

Part II OTHER INFORMATION

 

Item 1A Risk Factors

 

There are no material changes to the risk factors disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended January 3, 2016.

 

 

   

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, SMTC Corporation has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

	SMTC CORPORATION
	By:	/s/ Sushil Dhiman
	Name:	Sushil Dhiman
	Title:	President and Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Roger Dunfield
	Name:	Roger Dunfield
	Title:	Chief Financial Officer (Principal Accounting Officer)
Date: May 6, 2016

 

 

  

EXHIBIT INDEX

 

31.1	Certification of Sushil Dhiman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2016.
31.2	Certification of Roger Dunfield pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2016.
32.1	Certification of Sushil Dhiman, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2016.
32.2	Certification of Roger Dunfield, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2016.
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

  

29