FORM 10-Q
SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
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Or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-9068
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WEYCO GROUP, INC.
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(Exact name of registrant as specified in its charter)
WISCONSIN 39-0702200
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 W. Estabrook Boulevard
P.O. Box 1188
Milwaukee, Wisconsin 53201
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(Address of principal executive offices)
(Zip Code)
(414) 908-1600
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(Registrant's telephone number, including area code)
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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
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As of May 6, 2003 the following shares were outstanding:
Common Stock, $1.00 par value 2,917,696 Shares
Class B Common Stock, $1.00 par value 876,418 Shares
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements.
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these 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
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CONSOLIDATED CONDENSED BALANCE SHEETS
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ASSETS
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March 31
2003 December 31
(unaudited) 2002
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CURRENT ASSETS:
Cash and cash equivalents $ 14,228,326 $ 7,301,104
Marketable securities 1,795,000 2,099,140
Accounts receivable, net 41,215,188 32,170,795
Accrued income tax receivable -- 1,008,079
Inventories -
Finished shoes 50,690,554 48,951,574
Shoes in process 192,589 337,221
Raw materials and supplies 314,906 452,138
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Total inventories 51,198,049 49,740,933
Deferred income tax benefits 2,274,000 2,421,000
Prepaid expenses and other current assets 479,855 803,108
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Total current assets 111,190,418 95,544,159
MARKETABLE SECURITIES 7,813,877 8,026,127
OTHER ASSETS 9,637,005 9,683,252
PLANT AND EQUIPMENT 32,130,052 31,087,254
Less - Accumulated depreciation 9,594,113 8,927,271
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22,535,939 22,159,983
TRADEMARK 10,821,681 10,821,681
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$161,998,920 $146,235,202
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LIABILITIES & SHAREHOLDERS' INVESTMENT
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CURRENT LIABILITIES:
Accounts payable $ 18,112,584 $ 11,268,713
Dividend payable 492,949 490,810
Accrued liabilities 7,320,554 8,473,373
Accrued income taxes 2,540,252 --
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Total current liabilities 28,466,339 20,232,896
DEFERRED INCOME TAX LIABILITIES 3,380,000 3,416,000
LONG TERM DEBT 40,952,709 37,801,992
SHAREHOLDERS' INVESTMENT:
Common stock 3,791,614 3,789,064
Other shareholders' investment 85,408,258 80,995,250
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$161,998,920 $ 146,235,202
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-1-
WEYCO GROUP, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)
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2003 2002
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NET SALES $60,379,924 $35,722,349
COST OF SALES 40,195,100 26,245,278
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Gross earnings 20,184,824 9,477,071
SELLING AND ADMINISTRATIVE EXPENSES 12,447,444 6,187,136
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Earnings from operations 7,737,380 3,289,935
INTEREST INCOME 149,826 266,803
INTEREST EXPENSE (351,962) (16,356)
OTHER INCOME AND EXPENSE 20,950 (17,350)
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Earnings before provision for
income taxes 7,556,194 3,523,032
PROVISION FOR INCOME TAXES 2,885,000 1,250,000
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Net earnings $ 4,671,194 $ 2,273,032
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WEIGHTED AVERAGE SHARES
OUTSTANDING (Note 4)
Basic 3,790,339 3,748,006
Diluted 3,895,893 3,797,013
EARNINGS PER SHARE (Note 4)
Basic $1.23 $.61
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Diluted $1.20 $.60
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CASH DIVIDENDS PER SHARE $.13 $.12
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WEYCO GROUP, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)
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2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 4,725,528 $ 4,921,608
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (700,000) (2,304,235)
Proceeds from maturities of
marketable securities 1,216,390 1,175,934
Purchase of plant and equipment (1,038,628) (68,877)
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Net cash used for investing activities (522,238) (1,197,178)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (490,810) (449,258)
Shares purchased and retired -- (195,500)
Proceeds from stock options exercised 64,025 118,624
Net borrowings (repayments) under
revolving credit agreement 3,150,717 (4,809,904)
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Net cash provided by (used for)
financing activities 2,723,932 (5,336,038)
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Net increase (decrease) in cash
and cash equivalents 6,927,222 (1,611,608)
CASH AND CASH EQUIVALENTS at beginning
of period 7,301,104 16,850,998
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CASH AND CASH EQUIVALENTS at end
of period $14,228,326 $15,239,390
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SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes (refunded) paid $ (937,710) $ 712,782
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Interest paid $ 396,679 $ 16,497
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NOTES:
(1) In the opinion of management, all adjustments (which include only normal
recurring accruals) necessary to present fairly the financial information
have been made. The results of operations for the three months ended March
31, 2003, are not necessarily indicative of results for the full year.
(2) On May 20, 2002, the Company acquired certain assets of Florsheim Group,
Inc.'s domestic wholesale and retail operations. On July 1 and July 27,
2002, the Company acquired certain assets and assumed the operating
liabilities of Florsheim Europe S.r.l. and Florsheim France SARL,
respectively. The total purchase price was $48.5 million, and the Company
entered into a two-year $60 million revolving line of credit to fund the
acquisition and related expenses. See the Company's December 31, 2002
annual report on Form 10-K for further information regarding the
acquisition and borrowings under the line of credit.
The following table sets forth the unaudited proforma information for the
Company as if the acquisition had occurred as of January 1, 2002 (in
thousands, except per share data):
Three Months ended March 31, 2002
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Net Sales $56,176
Net Earnings $ 3,040
Basic Earnings Per Share $.81
Diluted Earnings Per Share $.80
(3) In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)" and requires that a
liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. SFAS 146 is effective for exit
or disposal activities that are initiated after December 31, 2002. The
adoption of this statement in 2003 did not have a material impact on the
Company's financial statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that the
guarantor recognize, at the inception of certain guarantees, a liability
for the fair value of the obligation undertaken in issuing such guarantee.
FIN 45 also requires additional disclosure requirements about the
guarantor's obligations under certain guarantees that it has issued. The
initial recognition and measurement provisions of this interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements of this interpretation are
effective for financial statement periods ending after December 15, 2002.
The adoption of FIN 45 did not have a material impact on the Company's
consolidated financial position, results of operations or cash flows.
-4-
(4) The following table sets forth the computation of net earnings per share
and diluted net earnings per share:
March 31, 2003 March 31, 2002
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Numerator:
Net Earnings . . . . . . . . . . . . . . . . . $4,671,194 $2,273,032
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Denominator:
Basic weighted average shares . . . . . . . . . 3,790,339 3,748,006
Effect of dilutive securities:
Employee stock options . . . . . . . . . 105,554 49,007
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Diluted weighted average shares . . . . . . 3,895,893 3,797,013
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Basic earnings per share . . . . . . . . . $1.23 $.61
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Diluted earnings per share . . . . . . . . $1.20 $.60
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Diluted weighted average shares outstanding for the first quarter of 2003
include all outstanding options, as none are antidilutive. Diluted
weighted average shares outstanding for the first quarter of 2002 exclude
outstanding options to purchase 7,130 shares of common stock at a
weighted-average price of $28.05 because they are antidilutive.
(5) The Company continues to operate in two business segments: wholesale
distribution and retail sales of men's footwear. Summarized segment data
for the quarters ended March 31, 2003 and 2002 is:
Wholesale
Distribution Retail Total
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MARCH 31, 2003
Net Sales . . . . . . . . . . $54,701,000 $5,679,000 $60,380,000
Earnings from operations . . . 7,138,000 599,000 7,737,000
MARCH 31, 2002
Net Sales. . . . . . . . . . . $34,634,000 $1,088,000 $35,722,000
Earnings from operations . . . 3,348,000 (58,000) 3,290,000
(6) The Company has stock option plans under which options to purchase Common
Stock are granted to officers and key employees at prices not less than
the fair market value of the Common Stock on the date of the grant. The
Company accounts for such stock option grants under the provisions of APB
Opinion #16, "Accounting for Stock Issued to Employees." No stock-based
employee compensation expense has been reflected in net income, as all
options granted under those plans had an exercise price equal to or
greater than the market value of the underlying common stock on the date
of grant.
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The following table illustrates the effect on quarterly net earnings per
share as if the Company had applied the fair value recognition provisions
of FASB Statement No. 123, "Accounting for Stock-Based Compensation", as
amended by SFAS No. 148, to stock-based employee compensation.
March 31 March 31
2003 2002
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Net earnings, as reported $4,671,194 $2,273,032
Deduct: Total stock-based employee
compensation expense determined
under the fair value based method for
all awards, net of related tax effects. . . 83,170 142,653
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Pro forma net income . . . . . . . . . . . . . $4,588,024 $2,130,379
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Earnings per share
Basic - as reported . . . . . . . . . . . . . $1.23 $.61
Basic - pro forma . . . . . . . . . . . . . . $1.21 $.57
Diluted - as reported . . . . . . . . . . . . $1.20 $.60
Diluted - pro forma . . . . . . . . . . . . . $1.18 $.56
(7) Comprehensive income for the three months ended March 31, 2003 and 2002
is as follows (in thousands):
Three Months Ended
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March 31 March 31
2003 2002
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Net earnings $4,671 $2,273
Foreign currency translation adjustments 173 --
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Total comprehensive income $4,844 $2,273
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The components of Accumulated Other Comprehensive Loss as recorded on the
accompanying balance sheets are as follows (in thousands):
March 31 December 31
2003 2002
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Foreign currency translation adjustments $ (59) $ (232)
Additional minimum pension liability,
net of tax of $553 (864) (864)
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Accumulated other comprehensive loss $ (923) $(1,096)
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ACQUISITION
On May 20, 2002, the Company acquired certain assets of Florsheim Group, Inc.'s
domestic wholesale and retail operations. On July 1 and July 27, 2002, the
Company acquired certain assets and assumed the operating liabilities of
Florsheim Europe S.r.l. and Florsheim France SARL, respectively. The total
purchase price was $48.5 million, and the Company entered into a two-year $60
million revolving line of credit to fund the acquisition and related expenses.
See the Company's December 31, 2002 annual report on Form 10-K for further
information regarding the acquisition and borrowings under the line of credit.
LIQUIDITY & CAPITAL RESOURCES
The Company's primary source of liquidity is its cash and short-term marketable
securities, which aggregated approximately $16,023,000 at March 31, 2003 as
compared with $9,400,000 at December 31, 2002. In the first quarter of 2003, the
primary sources of cash were operations, draws on the line of credit facility,
and proceeds from the maturities of marketable securities. The primary uses of
cash were purchases of marketable securities and plant and equipment.
Net cash provided by operating activities for the first quarter of 2003 was flat
compared with the same period in 2002. Increases in net earnings for the period,
as well as increases in accounts payable and accrued income taxes, had a
positive impact on operating cash flows. These gains, however, were offset,
primarily due to the increase in accounts receivable for the period. In general,
the increases in net earnings, accounts payable, accrued income taxes and
accounts receivable are all due to increased volumes since the acquisition in
May 2002.
In late 2002, the Company began a $9 million construction project to expand and
reconfigure the distribution center to more efficiently handle the increased
volumes resulting from the acquisition. In the first quarter of 2003,
approximately $600,000 of purchases of plant and equipment were related to this
project. Subsequently, in April 2003, the first progress payment of $1.3 million
was made to the general contractor for the project. Other significant first
quarter capital expenditures include approximately $250,000 of costs associated
with the implementation of a new point of sale system in the 30 domestic retail
stores. Draws are made on the revolving line of credit as needed to fund
expenditures. At March 31, 2003, $41 million was outstanding under the line of
credit facility. The Company was in compliance with all debt covenants as of
March 31, 2003.
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 in 2003.
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RESULTS OF OPERATIONS
Overall net sales increased 67%, from $35,722,000 for the first quarter of 2002
to $60,380,000 for the first quarter of 2003. The increase resulted from
increases in both the wholesale and retail segments. Wholesale net sales for the
current quarter were $54.7 million versus $34.6 million in the first quarter
last year. Retail net sales were $5.7 million this year, compared with $1.1
million last year.
Net sales for first quarter 2003 relating to the new Florsheim wholesale and
retail operations were $18.2 million and $4.9 million, respectively. The
Company's Nunn Bush and Stacy Adams divisions also contributed to the increases
with net sales for the first quarter, up 10% and 6%, respectively. Excluding
the Florsheim wholesale business, sales for Weyco's existing wholesale business
were up $1.9 million for the first quarter. On the retail side, excluding the
Florsheim retail business, retail sales were down $300,000 for the quarter.
Gross earnings as a percent of net sales increased from 26.5% for the first
quarter of 2002 to 33.4% for the first quarter of 2003. This is the result of
increased gross earnings as a percent of net sales in the wholesale segment,
which increased from 25.7% in 2002 to 30.4% in 2003, as well as in the retail
segment, from 51.7% in 2002 to 62.1% in 2003. In both segments, the increases
are due to changes in product mix between years. In addition, a part of the
increase in overall gross earnings as a percent of net sales is due to changes
in the mix of wholesale and retail sales as a percentage of total sales. Retail
sales, which carry a higher margin, comprised 9.4% of overall net sales in 2003
versus 3.0% in 2002.
Selling and administrative expenses as a percent of net sales were 17.3% for the
first quarter of 2002 versus 20.6% in 2003. This is the result of increased
wholesale selling and administrative expenses as a percent of net sales, from
16.1% in 2002 to 17.4% in 2003, and decreased retail selling and administrative
expenses as a percent of net sales, from 57.0% in 2002 to 51.6% in 2003. The
increase in wholesale selling and administrative expenses is primarily due to
increased advertising expense for the Florsheim brand and minor short term
operational inefficiencies until the expansion of the distribution center is
completed. The decrease in retail selling and administrative expenses as a
percent of net sales is due to lower operating costs at the stores that were
acquired in the 2002 acquisition. Overall selling and administrative expenses as
a percent of net sales increased due to these factors and also due to the
previously discussed change in the mix of retail and wholesale sales. The retail
segment has significantly higher selling and administrative expenses as a
percent of net sales than the wholesale segment.
Interest income for the first quarter of 2003 was $150,000 as compared with
$267,000 for the same period in 2002. This decrease was due to reductions in the
average balance of marketable securities outstanding between 2002 and 2003.
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Interest expense for the first quarter of 2003 was $352,000 as compared with
$16,000 for the first quarter of 2002. The increase is primarily due to
borrowings under the line of credit subsequent to the first quarter of 2002 to
fund the Florsheim acquisition and related expenses.
The effective tax rate for the first quarter of 2003 is 38.2% as compared with
35.5% in 2002. The increase in the rate is primarily due to an increased federal
statutory tax rate of 35% which applies to the Company this year, as compared
with 34% last year. Also, municipal bond income decreased this year relative to
pre-tax earnings, resulting in an increase in the effective tax rate.
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. These
factors could include significant adverse changes in the economic conditions
affecting overseas suppliers or the men's footwear markets served by the
Company. Currently, the presence of Severe Acute Respiratory Syndrome (SARS) in
China could have a negative impact on the Company's supply chain if there were
outbreaks in the suppliers' facilities. To date, SARS has not impacted the
Company's business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since the March 24, 2003 filing of the
Company's Annual Report on Form 10-K.
Item 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within 90 days before the filing date of this
quarterly report. Based on the evaluation, management, including the CEO and
CFO, concluded that the Company's disclosure controls and procedures are
adequate and effective. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the evaluation, including any corrective actions with
regard to significant deficiencies or material weaknesses.
-9-
PART II. OTHER INFORMATION
--------------------------
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held April 22, 2003 to elect three
members to the Board of Directors.
Virgis W. Colbert, John W. Florsheim and Frederick P. Stratton, Jr. were
nominated for election to the Board of Directors for terms of three years.
A total of 3,235,994 votes were cast for the nominees, with 3,328 votes
withheld for Mr. Colbert, 8,800 votes withheld for Mr. Florsheim, and 3,328
votes withheld for Mr. Stratton.
Item 6. Exhibits and Reports on Form 8-K
See the Exhibit Index included herewith for a listing of Exhibits. There
were no 8-K Filings during the quarter.
SIGNATURES
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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.
May 12, 2003 /s/ John Wittkowske
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Date John Wittkowske
Senior Vice President
Chief Financial Officer
-10-
I, John Wittkowske, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Weyco Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
/s/ John Wittkowske
--------------------
John Wittkowske
Senior Vice President/CFO
I, Thomas W. Florsheim, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Weyco Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
/s/ Thomas W. Florsheim, Jr.
-----------------------------
Thomas W. Florsheim, Jr.
Chairman and CEO
WEYCO GROUP, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-9068)
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 10-Q
DATE OF March 31, 2003
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE TO HEREWITH
- ------ ------------------------------------ ------------ --------
99.1 Certification pursuant to 18 U.S.C. X
Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002, Thomas W. Florsheim, Jr.
99.2 Certification pursuant to 18 U.S.C. X
Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002, John F. Wittkowske