Page 9 of 12 – SEC Filing
As of the date hereof,
JFL Partners directly beneficially owned 345,734 Shares, constituting approximately 2.6% of the Shares outstanding. JFL GP, as
the general partner of JFL Partners, and JFL Holdings, as the general partner of JFL GP, may be deemed to beneficially own the
345,734 Shares owned by JFL Partners, constituting approximately 2.6% of the Shares outstanding.
As of the date hereof,
595,768 Shares were held in the JFL Account, constituting approximately 4.5% of the Shares outstanding.
JFL Capital Management,
as the investment manager of JFL Partners and the JFL Account, may be deemed to beneficially own the 941,502 Shares owned in the
aggregate by JFL Partners and held in the JFL Account, constituting approximately 7.1% of the Shares outstanding. Dr. Lawler, as
the Managing Member of JFL Capital Management, may be deemed to beneficially own the 941,502 Shares owned in the aggregate by JFL
Partners and held in the JFL Account, constituting approximately 7.1% of the Shares outstanding.
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b) By
virtue of their respective positions with JFL Partners, each of JFL GP, JFL Holdings, JFL Capital Management and Dr. Lawler may
be deemed to have sole power to vote and dispose of the Shares reported owned by JFL Partners.
By virtue of their
respective positions with the JFL Account, each of JFL Capital Management and Dr. Lawler may be deemed to have sole power to vote
and dispose of the Shares held in the JFL Account.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such
transactions were effected in the open market.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On November 2, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
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