10-Q 1 tv526241_10q.htm 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

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: 0-9068

 

WEYCO GROUP, INC.

(Exact name of registrant as specified in its charter)

 

WISCONSIN   39-0702200
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

333 W. Estabrook Boulevard

P. O. Box 1188

Milwaukee, Wisconsin 53201

(Address of principal executive offices)

(Zip Code)

 

(414) 908-1600

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock - $1.00 par value per share   WEYS   The Nasdaq Stock Market

 

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 x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

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

 

Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer ¨ Smaller Reporting Company x Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

As of July 31, 2019, there were 9,978,790 shares of common stock outstanding.

 

 

 

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The following unaudited consolidated condensed financial statements have been prepared by Weyco Group, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.

 

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

 

   June 30,   December 31, 
   2019   2018 
   (Dollars in thousands) 
ASSETS:          
Cash and cash equivalents  $9,681   $22,973 
Marketable securities, at amortized cost   10,820    1,525 
Accounts receivable, net   39,275    51,533 
Income tax receivable   649    - 
Inventories   82,757    72,684 
Prepaid expenses and other current assets   3,107    5,380 
Total current assets   146,289    154,095 
           
Marketable securities, at amortized cost   17,966    18,702 
Deferred income tax benefits   1,270    1,277 
Property, plant and equipment, net   29,460    28,707 
Operating lease right-of-use assets   23,280    - 
Goodwill   11,112    11,112 
Trademarks   32,868    32,868 
Other assets   23,569    23,283 
Total assets  $285,814   $270,044 
           
           
LIABILITIES AND EQUITY:          
Short-term borrowings  $12,001   $5,840 
Accounts payable   5,155    12,764 
Dividend payable   -    2,308 
Operating lease liabilities   7,878    - 
Accrued liabilities   10,832    14,306 
Accrued income tax payable   -    912 
Total current liabilities   35,866    36,130 
           
Deferred income tax liabilities   3,738    3,724 
Long-term pension liability   23,129    23,112 
Operating lease liabilities   17,015    - 
Other long-term liabilities   181    1,495 
Total liabilities   79,929    64,461 
           
Common stock   10,002    10,057 
Capital in excess of par value   65,141    64,263 
Reinvested earnings   151,853    152,835 
Accumulated other comprehensive loss   (21,111)   (21,572)
Total equity   205,885    205,583 
Total liabilities and equity  $285,814   $270,044 

 

The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.

 

1

 

 

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (UNAUDITED)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
   (In thousands, except per share amounts) 
                 
Net sales  $60,476   $60,888   $134,604   $130,414 
Cost of sales   36,073    37,182    81,437    80,083 
Gross earnings   24,403    23,706    53,167    50,331 
                     
Selling and administrative expenses   22,539    21,759    46,157    44,817 
Earnings from operations   1,864    1,947    7,010    5,514 
                     
Interest income   230    254    453    487 
Interest expense   (34)   -    (66)   - 
Other expense, net   (128)   (176)   (253)   (219)
                     
Earnings before provision for income taxes   1,932    2,025    7,144    5,782 
                     
Provision for income taxes   418    502    1,662    1,443 
                     
Net earnings   1,514    1,523    5,482    4,339 
                     
Net loss attributable to noncontrolling interest   -    (103)   -    (274)
                     
Net earnings attributable to Weyco Group, Inc.  $1,514   $1,626   $5,482   $4,613 
                     
Weighted average shares outstanding                    
Basic   9,938    10,214    9,943    10,194 
Diluted   10,033    10,505    10,030    10,433 
                     
Earnings per share                    
Basic  $0.15   $0.16   $0.55   $0.45 
Diluted  $0.15   $0.15   $0.55   $0.44 
                     
Cash dividends declared (per share)  $0.24   $0.23   $0.47   $0.45 
                     
Comprehensive income  $1,737   $650   $5,943   $3,465 
Comprehensive loss attributable to noncontrolling interest   -    (383)   -    (588)
Comprehensive income attributable to Weyco Group, Inc.  $1,737   $1,033   $5,943   $4,053 

 

The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.

 

2

 

 

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   Six Months Ended June 30, 
   2019   2018 
   (Dollars in thousands) 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net earnings  $5,482   $4,339 
Adjustments to reconcile net earnings to net cash provided by operating activities -          
Depreciation   1,650    1,905 
Amortization   125    171 
Bad debt expense   79    160 
Deferred income taxes   (61)   841 
Net foreign currency transaction losses   18    105 
Share-based compensation expense   731    805 
Pension contribution   -    (3,000)
Pension expense   523    426 
Increase in cash surrender value of life insurance   (115)   (115)
Changes in operating assets and liabilities -          
Accounts receivable   12,142    11,464 
Inventories   (10,065)   3,714 
Prepaid expenses and other assets   2,095    2,527 
Accounts payable   (7,612)   (3,008)
Accrued liabilities and other   (3,194)   (5,213)
Accrued income taxes   (1,558)   (1,111)
Net cash provided by operating activities   240    14,010 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchases of marketable securities   (10,183)   (5,961)
Proceeds from maturities of marketable securities   1,645    3,375 
Life insurance premiums paid   (155)   (155)
Purchases of property, plant and equipment   (2,414)   (491)
Net cash used for investing activities   (11,107)   (3,232)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Cash dividends paid   (6,978)   (6,836)
Cash dividends paid to noncontrolling interest of subsidiary   -    (88)
Shares purchased and retired   (1,828)   (6,589)
Net proceeds from stock options exercised   161    4,048 
Taxes paid related to the net share settlement of equity awards   (5)   (611)
Proceeds from bank borrowings   75,474    - 
Repayments of bank borrowings   (69,313)   - 
Net cash used for financing activities   (2,489)   (10,076)
           
Effect of exchange rate changes on cash and cash equivalents   64    (157)
           
Net (decrease) increase in cash and cash equivalents  $(13,292)  $545 
           
CASH AND CASH EQUIVALENTS at beginning of period   22,973    23,453 
           
CASH AND CASH EQUIVALENTS at end of period  $9,681   $23,998 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Income taxes paid, net of refunds  $3,112   $1,927 
Interest paid  $66   $- 

 

The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.

 

3

 

 

NOTES:

 

1.Financial Statements

 

In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2019, may not necessarily be indicative of the results for the full year.

 

2.Recently Adopted Accounting Pronouncement

 

On January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases, as amended (hereinafter referred to as “ASC 842”), which supersedes the lease accounting guidance under Topic 840. ASC 842 generally requires lessees to recognize lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new guidance using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. The comparative information was not restated and continues to be reported in accordance with historical accounting under Topic 840. The Company elected to utilize certain practical expedients that were provided for transition relief. Accordingly, the Company did not reassess expired or existing contracts, lease classifications or related initial direct costs as part of its assessment process. Additionally, the Company elected not to apply the recognition requirements of ASC 842 to short-term leases.

 

The adoption of ASC 842 had a material impact on the Company’s consolidated condensed balance sheet due to the recognition of ROU assets and lease liabilities. The Company recognized operating lease ROU assets and corresponding lease liabilities totaling $26.0 million and $27.8 million, respectively, on January 1, 2019. The operating lease ROU assets recorded on the adoption date were net of approximately $1.8 million in reclassifications of other accrued liabilities and long-term liabilities. The adoption did not impact the Company’s beginning retained earnings, nor did it have a material impact on the Company’s consolidated earnings or cash flows.

 

3.Update to Significant Accounting Policies

 

The Company adopted ASC 842 in the first quarter of 2019. As a result, the Company updated its significant accounting policies for leases, as discussed below. Refer to Note 2 for the impact of the adoption on the Company’s consolidated condensed financial statements and Note 9 for additional information related to the Company’s lease arrangements.

 

The Company leases retail shoe stores, primarily located in the U.S. and Australia, as well as several office and distribution facilities worldwide. The Company determines whether an arrangement is or contains a lease at contract inception. All of the Company’s leases are classified as operating leases, which are included in the operating lease ROU assets and operating lease liabilities in the consolidated condensed balance sheets (unaudited). The Company has no finance leases.

 

ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement, as well as any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option.

 

As the Company’s leases generally do not provide an implicit rate, the Company used its incremental borrowing rate in determining the present value of lease payments. The incremental borrowing rate was a hypothetical rate based on an understanding of what the Company could borrow from a third-party lender, on a collateralized basis, over a similar term, and in an amount that approximates the value of the Company’s future lease payments. The Company used a portfolio approach and applied a single discount rate to all of its leases.

 

Operating lease costs are recognized on a straight-line basis over the lease term and are included in selling and administrative expenses. Variable lease payments that do not depend on a rate or index, payments associated with non-lease components, and short-term rentals (leases with terms less than 12 months) are expensed as incurred.

 

4

 

 

4.Earnings Per Share

 

The following table sets forth the computation of basic and diluted earnings per share:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
   (In thousands, except per share amounts) 
Numerator:                    
Net earnings attributable to Weyco Group, Inc.  $1,514   $1,626   $5,482   $4,613 
                     
Denominator:                    
Basic weighted average shares outstanding   9,938    10,214    9,943    10,194 
Effect of dilutive securities:                    
Employee share-based awards   95    291    87    239 
Diluted weighted average shares outstanding   10,033    10,505    10,030    10,433 
                     
Basic earnings per share  $0.15   $0.16   $0.55   $0.45 
                     
Diluted earnings per share  $0.15   $0.15   $0.55   $0.44 

 

Diluted weighted average shares outstanding for the three months ended June 30, 2019, excludes anti-dilutive stock options totaling approximately 346,000 shares of common stock at a weighted average price of $29.49. Diluted weighted average shares outstanding for the six months ended June 30, 2019, excludes anti-dilutive stock options totaling approximately 347,000 shares of common stock at a weighted average price of $29.50. There were no anti-dilutive stock options for the three months ended June 30, 2018. Diluted weighted average shares outstanding for the six months ended June 30, 2018, excludes anti-dilutive stock options totaling approximately 207,000 shares of common stock at a weighted average price of $27.94.

 

5.Investments

 

As noted in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, all of the Company’s marketable securities are classified as held-to-maturity securities and reported at amortized cost pursuant to Accounting Standards Codification (“ASC”) 320, Investments – Debt and Equity Securities, as the Company has the intent and ability to hold all investments to maturity.

 

Below is a summary of the amortized cost and estimated market values of the Company’s marketable securities as of June 30, 2019, and December 31, 2018.

 

   June 30, 2019   December 31, 2018 
   Amortized   Market   Amortized   Market 
   Cost   Value   Cost   Value 
   (Dollars in thousands) 
Municipal bonds:                    
Current  $10,820   $10,838   $1,525   $1,532 
Due from one through five years   9,678    9,925    9,752    9,861 
Due from six through ten years   5,032    5,397    6,239    6,433 
Due from eleven through twenty years   3,256    3,422    2,711    2,713 
Total  $28,786   $29,582   $20,227   $20,539 

 

The unrealized gains and losses on marketable securities at June 30, 2019, and at December 31, 2018, were as follows:

 

   June 30, 2019   December 31, 2018 
   Unrealized   Unrealized   Unrealized   Unrealized 
   Gains   Losses   Gains   Losses 
   (Dollars in thousands) 
Municipal bonds  $796   $-   $388   $(76)

 

The estimated market values provided are level 2 valuations as defined by Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”). The Company reviewed its portfolio of investments as of June 30, 2019 and determined that no other-than-temporary market value impairment exists.

 

5

 

 

6.Intangible Assets

 

During the six months ended June 30, 2019, there were no changes in the carrying value of the Company’s indefinite-lived intangible assets (goodwill and trademarks). The Company’s amortizable intangible assets, which were included within other assets in the Consolidated Condensed

Balance Sheets (unaudited), consisted of the following:

 

      June 30, 2019   December 31, 2018 
   Weighted  Gross           Gross         
   Average  Carrying   Accumulated       Carrying   Accumulated     
   Life (Years)  Amount   Amortization   Net   Amount   Amortization   Net 
      (Dollars in thousands)   (Dollars in thousands) 
Amortizable intangible assets                                 
Customer relationships  15  $3,500   $(1,944)  $1,556   $3,500   $(1,828)  $1,672 
Total amortizable intangible assets     $3,500   $(1,944)  $1,556   $3,500   $(1,828)  $1,672 

 

Amortization expense related to the intangible assets was approximately $58,000 in both the second quarters of 2019 and 2018. For the six months ended June 30, amortization expense related to the intangible assets was approximately $116,000 in 2019 and $117,000 in 2018.

 

7.Segment Information

 

The Company has two reportable segments: North American wholesale operations (“wholesale”) and North American retail operations (“retail”). The chief operating decision maker, the Company’s Chief Executive Officer, evaluates the performance of the Company’s segments based on earnings from operations. Therefore, interest income or expense, other income or expense, and income taxes are not allocated to the segments. The “other” category in the tables below includes the Company’s wholesale and retail operations in Australia, South Africa, Asia Pacific and Europe, which do not meet the criteria for separate reportable segment classification. Summarized segment data for the three and six months ended June 30, 2019 and 2018, was as follows:

 

Three Months Ended                
June 30,  Wholesale   Retail   Other   Total 
   (Dollars in thousands) 
2019                    
Product sales  $45,416   $5,395   $9,029   $59,840 
Licensing revenues   636    -    -    636 
Net sales  $46,052   $5,395   $9,029   $60,476 
Earnings (loss) from operations  $2,212   $401   $(749)  $1,864 
                     
2018                    
Product sales  $45,167   $4,624   $10,625   $60,416 
Licensing revenues   472    -    -    472 
Net sales  $45,639   $4,624   $10,625   $60,888 
Earnings (loss) from operations  $1,748   $222   $(23)  $1,947 

 

Six Months Ended                
June 30,  Wholesale   Retail   Other   Total 
   (Dollars in thousands) 
2019                    
Product sales  $104,190   $10,966   $18,105   $133,261 
Licensing revenues   1,343    -    -    1,343 
Net sales  $105,533   $10,966   $18,105   $134,604 
Earnings (loss) from operations  $7,418   $884   $(1,292)  $7,010 
                     
2018                    
Product sales  $98,161   $9,551   $21,436   $129,148 
Licensing revenues   1,266    -    -    1,266 
Net sales  $99,427   $9,551   $21,436   $130,414 
Earnings (loss) from operations  $5,139   $428   $(53)  $5,514 

 

6

 

 

8.Employee Retirement Plans

 

The components of the Company’s net periodic pension cost were as follows:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
   (Dollars in thousands) 
Service cost  $128   $151   $231   $301 
Interest cost   624    549    1,230    1,098 
Expected return on plan assets   (625)   (646)   (1,251)   (1,292)
Net amortization and deferral   167    159    313    319 
Net periodic pension cost  $294   $213   $523   $426 

 

The components of net periodic pension cost other than the service cost component were included in "other expense, net" in the Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited).

 

9.Leases

 

The Company leases retail shoe stores, as well as several office and distribution facilities worldwide. The leases have original lease periods expiring between 2019 and 2033. Many leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The components of the Company’s operating lease costs were as follows (dollars in thousands):

 

   Three Months Ended   Six Months Ended 
   June 30, 2019   June 30, 2019 
Operating lease costs  $2,198   $4,392 
Variable lease costs (1)   34    43 
Total lease costs  $2,232   $4,435 

 

(1) Variable lease costs primarily include percentage rentals based upon sales in excess of specified amounts.

 

Short-term lease costs, which were excluded from the above table, are not material to the Company’s financial statements.

 

The following is a schedule of maturities of operating lease liabilities as of June 30, 2019 (dollars in thousands):

 

   Operating Leases 
2019, excluding the six months ended June 30, 2019  $4,586 
2020   8,085 
2021   5,939 
2022   3,411 
2023   1,979 
Thereafter   2,642 
Total lease payments   26,642 
Less imputed interest   (1,749)
Present value of lease liabilities   24,893 

 

The operating lease liabilities are classified in the consolidated condensed balance sheet (unaudited) as follows (dollars in thousands):

 

   June 30, 2019 
Operating lease liabilities - current  $7,878 
Operating lease liabilities - non-current   17,015 
Total  $24,893 

 

7

 

 

The Company determined the present value of its lease liabilities using a weighted-average discount rate of 4.25%. As of June 30, 2019, the Company’s leases have a weighted-average remaining lease term of 5.85 years.

 

The future minimum rental commitments under operating leases in effect as of December 31, 2018 having non-cancelable lease terms in excess of one year, as determined in accordance with Topic 840 (prior to the adoption of ASC 842), were as follows (dollars in thousands):

 

   Operating Leases 
2019  $9,468 
2020   7,529 
2021   5,584 
2022   3,278 
2023   2,321 
Thereafter   4,161 
Total  $32,341 

 

Supplemental cash flow information related to the Company’s operating leases is as follows (dollars in thousands):

 

   Three Months Ended
June 30, 2019		   Six Months Ended
June 30, 2019		 
Cash paid for amounts included in the measurement of lease liabilities  $2,273   $4,525 
Right-of-use assets obtained in exchange for new lease liabilities (noncash)  $973   $27,002 

  

10.Share-Based Compensation Plans

 

During the three and six months ended June 30, 2019, the Company recognized approximately $365,000 and $731,000, respectively, of compensation expense associated with stock option and restricted stock awards granted in years 2015 through 2019. During the three and six months ended June 30, 2018, the Company recognized approximately $454,000 and $805,000, respectively, of compensation expense associated with stock option and restricted stock awards granted in years 2014 through 2017.

 

The following table summarizes the Company’s stock option activity for the six-month period ended June 30, 2019:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
       Exercise   Contractual   Intrinsic 
   Shares   Price   Term (Years)   Value* 
Outstanding at December 31, 2018   1,173,620   $27.96           
Granted   2,500   $28.77           
Exercised   (18,795)  $27.75           
Forfeited or expired   (2,750)  $31.94           
Outstanding at June 30, 2019   1,154,575   $27.95    3.7   $505,000 
Exercisable at June 30, 2019   673,092   $26.89    1.9   $284,000 

 

* The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of the Company's stock on June 28, 2019, the last trading day of the quarter, of $26.71 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

 

The following table summarizes the Company’s stock option exercise activity for the three and six months ended June 30, 2019 and 2018:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
   (Dollars in thousands) 
Total intrinsic value of stock options exercised  $77   $2,549   $88   $3,050 
Net proceeds from stock option exercises  $154   $1,164   $161   $4,048 
Income tax benefit from the exercise of stock options  $20   $663   $23   $793 

 

8

 

 

The following table summarizes the Company’s restricted stock award activity for the six-month period ended June 30, 2019:

 

           Weighted     
       Weighted   Average     
   Shares of   Average   Remaining   Aggregate 
   Restricted   Grant Date   Contractual   Intrinsic 
   Stock   Fair Value   Term (Years)   Value* 
Non-vested at December 31, 2018   61,480   $30.74           
Issued   600    28.77           
Vested   -    -           
Forfeited   -    -           
Non-vested at June 30, 2019   62,080   $30.72    2.2   $1,658,000 

 

* The aggregate intrinsic value of non-vested restricted stock was calculated using the market value of the Company's stock on June 28, 2019, the last trading day of the quarter, of $26.71 multiplied by the number of non-vested restricted shares outstanding.

 

11.Short-Term Borrowings

 

At June 30, 2019, the Company had a $60 million unsecured revolving line of credit with a bank expiring November 5, 2019. The line of credit bears interest at the London Interbank Offered Rate (“LIBOR”) plus 0.75%. At June 30, 2019, outstanding borrowings were approximately $12.0 million at an interest rate of 3.15%. The highest balance on the line of credit during the six months ended June 30, 2019 was approximately $12.0 million.

 

12.Financial Instruments

 

At June 30, 2019, the Company had foreign exchange contracts outstanding to sell $5.0 million Canadian dollars at a price of approximately $3.8 million U.S. dollars. The Company’s wholly-owned subsidiary, Florsheim Australia, had foreign exchange contracts outstanding to buy $3.1 million U.S. dollars at a price of approximately $4.4 million Australian dollars. Based on quarter-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts.

 

The Company determines the fair value of foreign exchange contracts based on the difference between the foreign currency contract rates and the widely available foreign currency rates as of the measurement date. The fair value measurements are based on observable market transactions, and thus represent a level 2 valuation as defined by ASC 820.

 

13.Comprehensive Income (Loss)

 

Comprehensive income for the three and six months ended June 30, 2019 and 2018, was as follows:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
   (Dollars in thousands) 
Net earnings  $1,514   $1,523   $5,482   $4,339 
Foreign currency translation adjustments   100    (991)   230    (1,110)
                     
Pension liability, net of tax of $44, $42, $82, and $83, respectively   123    118    231    236 
Total comprehensive income  $1,737   $650   $5,943   $3,465 

 

The components of accumulated other comprehensive loss as recorded on the Consolidated Condensed Balance Sheets (Unaudited) were as follows:

 

   June 30,   December 31, 
   2019   2018 
   (Dollars in thousands) 
Foreign currency translation adjustments  $(6,671)  $(6,901)
Pension liability, net of tax   (14,440)   (14,671)
Total accumulated other comprehensive loss  $(21,111)  $(21,572)

 

9

 

 

The following presents a tabular disclosure about changes in accumulated other comprehensive loss during the six months ended June 30, 2019:

 

   Foreign Currency
Translation
Adjustments		   Defined Benefit
Pension Items		   Total 
Beginning balance, December 31, 2018  $(6,901)  $(14,671)  $(21,572)
Other comprehensive income before reclassifications   230    -    230 
Amounts reclassified from accumulated other comprehensive loss   -    231    231 
Net current period other comprehensive income   230    231    461 
Ending balance, June 30, 2019  $(6,671)  $(14,440)  $(21,111)

 

The following presents a tabular disclosure about reclassification adjustments out of accumulated other comprehensive loss during the six months ended June 30, 2019:

 

   Amounts reclassified from
accumulated other
comprehensive loss for the
six months ended June 30,
2019		   Affected line item in the
statement where net income
is presented
Amortization of defined benefit pension items        
Prior service cost  $(31)(1)  Other expense, net
Actuarial losses   344(1)  Other expense, net
Total before tax   313    
Tax benefit   (82)   
Net of tax  $231    

 

(1)These amounts were included in net periodic pension cost. See Note 8 for additional details.

 

14.Equity

 

The following table reconciles the Company’s equity for the six months ended June 30, 2019:

 

              Accumulated 
       Capital in       Other 
   Common   Excess of   Reinvested   Comprehensive 
   Stock   Par Value   Earnings   Loss 
   (Dollars in thousands) 
                 
Balance, December 31, 2018  $10,057   $64,263   $152,835   $(21,572)
Net earnings   -    -    3,968    - 
Foreign currency translation adjustments   -    -    -    130 
Pension liability adjustment, net of tax   -    -    -    108 
Cash dividends declared   -    -    (2,299)   - 
Common stock issued under equity incentive plans, net of shares withheld for emloyee taxes and strike price   1    6    -    - 
Issuance of restricted stock   1    (1)   -    - 
Share-based compensation expense   -    366    -    - 
Shares purchased and retired   (64)   -    (1,764)   - 
Balance, March 31, 2019  $9,995   $64,634   $152,740   $(21,334)
Net earnings   -    -    1,514    - 
Foreign currency translation adjustments   -    -    -    100 
Pension liability adjustment, net of tax   -    -    -    123 
Cash dividends declared   -    -    (2,401)   - 
Common stock issued under equity incentive plans, net of shares withheld for emloyee taxes and strike price   7    142    -    - 
Share-based compensation expense   -    365    -    - 
Balance, June 30, 2019  $10,002   $65,141   $151,853   $(21,111)

 

10

 

 

The following table reconciles the Company’s equity for the six months ended June 30, 2018:

 

               Accumulated     
       Capital in       Other     
   Common   Excess of   Reinvested   Comprehensive   Noncontrolling 
   Stock   Par Value   Earnings   Loss   Interest 
   (Dollars in thousands) 
                     
Balance, December 31, 2017  $10,162   $55,884   $150,350   $(17,859)  $7,122 
Net earnings   -    -    2,987    -    (171)
Foreign currency translation adjustments   -    -    -    (85)   (34)
Pension liability adjustment, net of tax   -    -    -    118    - 
Cash dividends declared   -    -    (2,257)   -    - 
Cash dividends paid to noncontrolling interest   -    -    -    -    (88)
Common stock issued under equity incentive plans, net of shares withheld for emloyee taxes and strike price   108    2,776    -    -    - 
Restricted stock forfeited   (2)   2    -    -    - 
Share-based compensation expense   -    351    -    -    - 
Balance, March 31, 2018  $10,268   $59,013   $151,080   $(17,826)  $6,829 
Net earnings   -    -    1,626    -    (103)
Foreign currency translation adjustments   -    -    -    (711)   (280)
Pension liability adjustment, net of tax   -    -    -    118    - 
Cash dividends declared   -    -    (2,395)   -    - 
Common stock issued under equity incentive plans, net of shares withheld for emloyee taxes and strike price   89    463    -    -    - 
Issuance of restricted stock   2    (2)   -    -    - 
Share-based compensation expense   -    454    -    -    - 
Shares purchased and retired   (199)   -    (6,390)   -    - 
Balance, June 30, 2018  $10,160   $59,928   $143,921   $(18,419)  $6,446 

 

11

 

 

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

 

FORWARD-LOOKING STATEMENTS

 

This report contains certain forward-looking statements with respect to the Company’s outlook for the future.  These statements represent the Company's reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. Such statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” or variations of such words, and similar expressions. Forward-looking statements, by their nature, address matters that are, to varying degrees, uncertain. Therefore, the reader is cautioned that these forward-looking statements are subject to a number of risks, uncertainties or other factors that may cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors described under Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year-ended December 31, 2018.

 

GENERAL

 

The Company designs and markets quality and innovative footwear principally for men, but also for women and children, under a portfolio of well-recognized brand names including: Florsheim, Nunn Bush, Stacy Adams, BOGS, and Rafters. Inventory is purchased from third-party overseas manufacturers. The majority of foreign-sourced purchases are denominated in U.S. dollars.

 

The Company has two reportable segments, North American wholesale operations (“wholesale”) and North American retail operations (“retail”). In the wholesale segment, the Company’s products are sold to leading footwear, department, and specialty stores, as well as e-commerce retailers, primarily in the United States and Canada. The Company also has licensing agreements with third parties who sell its branded apparel, accessories and specialty footwear in the United States, as well as its footwear in Mexico and certain markets overseas. Licensing revenues are included in the Company’s wholesale segment. The Company’s retail segment consists of 9 brick and mortar retail stores and e-commerce businesses in the United States. Sales in retail outlets are made directly to consumers by Company employees.

 

The Company’s “other” operations include the Company’s wholesale and retail businesses in Australia, South Africa, Asia Pacific (collectively, “Florsheim Australia”) and Europe (“Florsheim Europe”). The majority of the Company’s operations are in the United States, and its results are primarily affected by the economic conditions and retail environment in the United States.

 

EXECUTIVE OVERVIEW

 

Second Quarter Highlights

 

Consolidated net sales for the second quarter of 2019 were $60.5 million, down 1% compared to last year’s second quarter net sales of $60.9 million. Earnings from operations were approximately $1.9 million in both the second quarters of 2019 and 2018. Consolidated net earnings attributable to Weyco Group, Inc. were $1.5 million in the second quarter of 2019, down 7% compared to $1.6 million in last year’s second quarter. Diluted earnings per share were $0.15 per share in both the second quarters of 2019 and 2018.

 

Overall net sales were down $412,000 as compared to last year’s second quarter. Wholesale net sales increased $413,000 primarily due to higher sales of the Florsheim and BOGS brands, partially offset by lower sales of the Nunn Bush and Stacy Adams brands. Retail net sales were up $771,000 for the quarter due mainly to higher sales on the Company’s websites. However, these increases were more than offset by lower sales from the Company’s other businesses. Other net sales were down $1.6 million for the quarter, primarily due to a 10% decline in net sales at Florsheim Australia, caused mainly by the translation of the weaker Australian currency into U.S. dollars.

 

Consolidated earnings from operations were approximately $1.9 million in both the second quarters of 2019 and 2018. Wholesale earnings from operations were up $464,000 for the quarter due mainly to higher sales and gross margins. Retail earnings from operations rose $179,000 for the quarter, driven by higher online sales volumes. However, these increases were entirely offset by operating losses from the Company’s other businesses, mainly at Florsheim Australia. Florsheim Australia’s operating losses deepened this quarter due to lower sales, lower overall gross margins, and higher operating costs.

 

On August 1, 2019, it was announced that the U.S. would impose an additional 10% tariff on certain categories of consumer goods exported from China, including footwear. As the Company sources a significant portion of its footwear from China, this tariff is expected to increase the overall cost of its footwear. While the Company intends to try to mitigate the overall impact of these cost increases through a combination of wholesale price increases and price reductions from its suppliers, the ultimate expected impact of the tariffs on the Company’s gross margins, results of operations and overall financial statements is unknown at this time.

 

12

 

 

Year-to-Date Highlights

 

Consolidated net sales for the first half of 2019 were $134.6 million, up 3% from net sales of $130.4 million in the first half of 2018. Earnings from operations were $7.0 million in the first six months of 2019, up 27% compared to $5.5 million in the same period last year. Consolidated net earnings attributable to Weyco Group, Inc. were $5.5 million in the first six months of 2019, up 19% compared to $4.6 million in the same period last year. Diluted earnings per share to date in 2019 were $0.55 per share, as compared to $0.44 per share in the same period of 2018.

 

The increase in consolidated net sales came from the Company’s wholesale and retail segments. Wholesale net sales increased $6.1 million due to higher sales of the Florsheim, BOGS and Stacy Adams brands, partially offset by lower sales of the Nunn Bush brand. Retail net sales increased $1.4 million for the year-to-date period due mainly to higher sales on the Company’s websites. These increases were offset by lower sales from the Company’s other businesses this year. Other net sales were down $3.3 million in the first half of 2019 primarily due to an 11% decline in net sales at Florsheim Australia, caused mainly by the translation of the weaker Australian currency into U.S. dollars.

 

The increase in consolidated earnings from operations was due to higher operating earnings in the wholesale and retail segments. Earnings from operations in the wholesale segment were up $2.3 million due primarily to higher sales and gross margins. Earnings from operations in the retail segment were up $456,000 due mainly to higher online sales volumes. These increases were partially offset by operating losses from the Company’s other businesses, mainly at Florsheim Australia. Florsheim Australia’s operating losses deepened in the first half of 2019 compared to the same period of 2018, due mainly to lower sales and lower overall gross margins.

 

Financial Position Highlights

 

At June 30, 2019, cash and marketable securities totaled $38.5 million and there was $12.0 of debt outstanding on the Company’s revolving line of credit. During the first six months of 2019, the Company generated $240,000 of cash from operations and drew $6.2 million on the revolving line of credit. The Company paid dividends of $7.0 million and spent $1.8 million on purchases of Company stock. The Company also had $2.4 million of capital expenditures.

 

On January 1, 2019, the Company adopted the new accounting standard on leases (ASC 842). The adoption of ASC 842 resulted in the recognition of ROU assets and lease liabilities totaling $26.0 million and $27.8 million, respectively, as of the adoption date. The prior year comparative information has not been restated and continues to be reported in accordance with historical accounting under Topic 840.

 

SEGMENT ANALYSIS

 

Net sales and earnings from operations for the Company’s segments in the three and six months ended June 30, 2019 and 2018, were as follows:

 

   Three Months Ended June 30,   %   Six Months Ended June 30,   % 
   2019   2018   Change   2019   2018   Change 
   (Dollars in thousands)     
Net Sales                              
North American Wholesale  $46,052   $45,639    1%  $105,533   $99,427    6%
North American Retail   5,395    4,624    17%   10,966    9,551    15%
Other   9,029    10,625    -15%   18,105    21,436    -16%
Total  $60,476   $60,888    -1%  $134,604   $130,414    3%
                               
Earnings (Loss) from Operations                              
North American Wholesale  $2,212   $1,748    27%  $7,418   $5,139    44%
North American Retail   401    222    81%   884    428    107%
Other   (749)   (23)   n/a    (1,292)   (53)   n/a 
Total  $1,864   $1,947    -4%  $7,010   $5,514    27%

 

13

 

 

North American Wholesale Segment

 

Net Sales

 

Net sales in the Company’s North American wholesale segment for the three and six months ended June 30, 2019 and 2018, were as follows:

 

   Three Months Ended June 30,   %   Six Months Ended June 30,   % 
   2019   2018   Change   2019   2018   Change 
   (Dollars in thousands)       (Dollars in thousands)     
North American Wholesale Segment Net Sales                              
Stacy Adams  $14,685   $15,561    -6%  $35,653   $35,049    2%
Nunn Bush   9,160    11,498    -20%   20,754    23,852    -13%
Florsheim   17,293    15,171    14%   36,109    30,225    19%
BOGS/Rafters   4,267    2,888    48%   11,658    8,903    31%
Other   11    49    -78%   16    132    -88%
Total North American Wholesale  $45,416   $45,167    1%  $104,190   $98,161    6%
Licensing   636    472    35%   1,343    1,266    6%
Total North American Wholesale Segment  $46,052   $45,639    1%  $105,533   $99,427    6%

 

Net sales of the Stacy Adams brand were down for the quarter, mainly with department stores. Nunn Bush’s second quarter net sales were down primarily with department stores and national shoe chains. For the first half of 2019, Nunn Bush’s net sales were down mainly with department stores. Slower mall traffic across the U.S. continues to challenge the Company’s sales volumes in the department store trade channel. Net sales of the Florsheim and BOGS/Rafters brands were up for the quarter and year-to-date periods, due to sales volume increases across most major distribution channels.

 

Licensing revenues consist of royalties earned on the sales of branded apparel, accessories and specialty footwear in the United States and on branded footwear in Mexico and certain overseas markets.

 

Earnings from Operations

 

Gross earnings for the North American wholesale segment were 35.1% of net sales in the second quarter of 2019, compared to 33.3% of net sales in last year’s second quarter. For the six months ended June 30, 2019, wholesale gross earnings were 34.6% of net sales, as compared to 33.2% of net sales in 2018. Wholesale earnings from operations were $2.2 million for the three months ended June 30, 2019, up 27% compared to $1.7 million in the same period last year. For the six months ended June 30, 2019, earnings from operations for the wholesale segment were $7.4 million, up 44% from $5.1 million in the same period of 2018. The increases in wholesale earnings from operations for the quarter and year-to-date periods were primarily due to higher sales and gross margins. The improvement in gross margins mainly resulted from stable pricing from the Company’s overseas suppliers and selective price increases.

 

The Company’s cost of sales does not include distribution costs (e.g., receiving, inspection, warehousing, shipping, and handling costs). Wholesale distribution costs were $3.0 million for the second quarter of 2019 versus $3.1 million for the same period of 2018. For the six-month periods ended June 30, 2019 and 2018, wholesale distribution costs were $6.1 million and $6.2 million, respectively. These costs were included in selling and administrative expenses. The Company’s gross earnings may not be comparable to other companies, as some companies may include distribution costs in cost of sales.

 

North American wholesale segment selling and administrative expenses include, and are primarily related to, distribution costs, salaries and commissions, advertising costs, employee benefit costs, and depreciation. Wholesale selling and administrative expenses were $13.9 million, or 30% of net sales, in the second quarter of 2019, compared to $13.5 million, or 30% of net sales, in the second quarter of 2018. For the six months ended June 30, wholesale selling and administrative expenses were $29.1 million in 2019 versus $27.8 million in 2018. As a percent of net sales, wholesale selling and administrative expenses were 28% in both the first half of 2019 and 2018.

 

North American Retail Segment

 

Net Sales

 

Net sales in the Company’s retail segment were up 17% for the quarter and 15% for the first half of 2019, compared to the same periods last year. Same store sales, which include U.S. e-commerce sales, were up 14% for both the quarter and year-to-date periods, compared to the same periods last year, primarily due to increased sales on the Company’s websites.

 

14

 

 

Earnings from Operations

 

Retail gross earnings were 65.0% of net sales in the second quarter of 2019, compared to 65.8% of net sales in last year’s second quarter. For the six months ended June 30, 2019, retail gross earnings were 65.1% of net sales, as compared to 65.2% of net sales in 2018. Selling and administrative expenses for the retail segment include, and are primarily related to, rent and occupancy costs, employee costs, advertising expense and freight. Retail selling and administrative expenses were $3.1 million, or 58% of net sales, in the second quarter of 2019 versus $2.8 million, or 61% of net sales, in last year’s second quarter. For the six months ended June 30, 2019, retail selling and administrative expenses were $6.3 million, or 57% of net sales, as compared to $5.8 million, or 61% of net sales, in the first half of 2018. Retail earnings from operations increased $179,000 for the quarter and $456,000 for the first six months of 2019, compared to the same periods in 2018, due mainly to higher online sales.

 

Other

 

The Company’s other businesses include its wholesale and retail operations of Florsheim Australia and Florsheim Europe. Net sales of the Company’s other businesses were $9.0 million in the second quarter of 2019, down 15% compared to $10.6 million in last year’s second quarter. For the six months ended June 30, 2019, other net sales were $18.1 million, down 16% from $21.4 million in the same period last year. The decreases in both periods were primarily due to lower net sales at Florsheim Australia, caused mainly by the translation of the weaker Australian currency into U.S. dollars this year. Florsheim Australia’s net sales for the three and six months ended June 30 were down 10% and 11%, respectively, compared to the same periods last year. In local currency, Florsheim Australia’s net sales were down 3% for both the quarter and year-to-date periods, with lower sales in both its wholesale and retail businesses.

 

Collectively, Florsheim Australia and Florsheim Europe had operating losses totaling $749,000 in the second quarter of 2019, compared to operating losses of $23,000 in the second quarter of 2018. This change was primarily due to lower sales, lower overall gross margins, and higher operating costs at Florsheim Australia. For the six months ended June 30, 2018, Florsheim Australia and Florsheim Europe had operating losses totaling $1.3 million, compared to operating losses of $53,000 in the same period last year. The year-over-year change was primarily due to lower operating earnings in Florsheim Australia’s wholesale and retail businesses, resulting mainly from lower sales and gross margins.

 

Other income and expense

 

Interest income was $230,000 and $254,000 for the three months ended June 30, 2019 and 2018, respectively. For the six months ended June 30, interest income was $453,000 in 2019 and $487,000 in 2018. Interest expense rose $34,000 for the quarter and $66,000 for the year-to-date period, compared to the same periods last year, due to a higher average debt balance this year. The Company’s effective tax rate for the quarter was 21.6%, compared to 24.8% for the same period of 2018. For the six months ended June 30, the Company’s effective tax rate was 23.3% in 2019 versus 25.0% in 2018.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s primary sources of liquidity are its cash, short-term marketable securities and its revolving line of credit. The Company generated $240,000 of cash from operating activities during the first six months of 2019, compared to $14.0 million in the same period of 2018. The decrease between years was primarily due to changes in operating assets and liabilities, principally inventory and accounts payable.

 

The Company paid cash dividends of $7.0 million and $6.9 million during the six months ended June 30, 2019 and 2018, respectively.

 

The Company continues to repurchase its common stock under its share repurchase program when the Company believes market conditions are favorable. During the first half of 2019, the Company repurchased 63,481 shares at a total cost of $1.8 million, all of which were repurchased in the first quarter. The Company did not repurchase any of its shares in the second quarter of 2019. As of June 30, 2019, the Company had the authority to repurchase approximately 602,000 shares under its previously announced stock repurchase program.

 

Capital expenditures were $2.4 million in the first six months of 2019, the majority of which was related to a construction project to expand the Company’s office space in its corporate headquarters. Management estimates that capital expenditures for 2019 will be between $4.0 million and $5.0 million, including the $2.4 million expended to date.

 

At June 30, 2019, the Company had a $60 million unsecured revolving line of credit with a bank expiring November 5, 2019. The line of credit bears interest at LIBOR plus 0.75%. At June 30, 2019, outstanding borrowings were approximately $12.0 million at an interest rate of 3.15%. The highest balance on the line of credit during the first half of 2019 was approximately $12.0 million. The Company expects to renew this line of credit later this year, but cannot provide any assurances.

 

At June 30, 2019, approximately $2.1 million of cash and cash equivalents was held by the Company’s foreign subsidiaries.

 

The Company will continue to evaluate the best uses for its available liquidity, including, among other uses, capital expenditures, continued stock repurchases and additional acquisitions.

 

15

 

 

The Company believes that available cash and marketable securities, cash provided by operations, and available borrowing facilities will provide adequate support for the cash needs of the business for at least one year, although there can be no assurances.

 

COMMITMENTS

 

Not applicable.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis. The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company required to be included in the Company’s periodic filings under the Exchange Act. Such officers have also concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in accumulating and communicating information in a timely manner, allowing timely decisions regarding required disclosures.

 

There have been no significant changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

 

None

 

Item 1A. Risk Factors.

 

There have been no material changes to the risk factors affecting the Company from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

16

 

 

Item 6. Exhibits.

 

Exhibit   Description   Incorporation Herein By Reference To   Filed
Herewith
             
31.1   Certification of Chief Executive Officer       X
             
31.2   Certification of Chief Financial Officer       X
             
32   Section 906 Certification of Chief Executive Officer and Chief Financial Officer       X
             
101   The following financial information from Weyco Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets (Unaudited); (ii) Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited); (iii) Consolidated Condensed Statements of Cash Flows (Unaudited); and (iv) Notes to Consolidated Condensed Financial Statements, furnished herewith       X

 

SIGNATURES

 

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

 

  WEYCO GROUP, INC.
   
Dated: August 8, 2019 /s/ John F. Wittkowske
  John F. Wittkowske
  Senior Vice President and Chief Financial Officer

 

17