Alamo (ALG) 10-Q2021 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

OR

ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____ TO ____

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ 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.

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 ☒

INDEX

 

 

See accompanying notes.

 

1.  Basis of Financial Statement Presentation

General

The accompanying unaudited interim condensed consolidated financial statements of Alamo Group Inc. and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.  The balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 (the "2020 10-K").

Accounting Pronouncements Adopted on January 1, 2021

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” to simplify the accounting for income taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance became effective for us on January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This Topic provides accounting relief for the transition away from LIBOR and certain other reference rates. The amendments for this update are effective through December 31, 2022. The Company is evaluating the impact the adoption of this standard will have on our financial statements.

2.  Accounts Receivable

Accounts receivable is shown net of sales discounts and the allowance for credit losses.

At June 30, 2021 the Company had $12.0 million in reserves for sales discounts compared to $13.5 million at December 31, 2020 related to products shipped to our customers under various promotional programs.

 

3.  Inventories

 

Inventories valued at LIFO cost represented 58% and 41% of total inventory at June 30, 2021 and December 31, 2020, respectively. The excess of current cost (market value) over LIFO valued inventories was approximately $12.5 million at June 30, 2021 and December 31, 2020. An actual valuation of inventory under the LIFO method is made only at the end of each year based on the inventory levels and costs at that time.  Accordingly, interim LIFO must be based, to some extent, on management's estimates at each quarter end. Net inventories consist of the following:

 

4. Rental Equipment

Rental equipment is shown net of accumulated depreciation of $20.1 million and $18.0 million at June 30, 2021 and December 31, 2020, respectively. The Company recognized depreciation expense of $2.2 million and $2.6 million for the three months ended June 30, 2021 and 2020, respectively and $4.4 million and $5.2 million for the six months ended June 30, 2021 and 2020, respectively.

5.  Fair Value Measurements

The carrying values of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate their fair value because of the short-term nature of these items. The carrying value of our debt approximates the fair value as of June 30, 2021 and December 31, 2020, as the floating rates on our outstanding balances approximate current market rates. This conclusion was made based on Level 2 inputs.

6. Goodwill and Intangible Assets

The following is a summary of the Company's definite and indefinite-lived intangible assets net of the accumulated amortization:

The Company recognized amortization expense of $3.7 million and $3.6 million for the three months ended June 30, 2021 and 2020, respectively, and $7.3 million and $7.4 million for the six months ended June 30, 2021 and 2020, respectively.

7.  Leases

The Company leases office space and equipment under various operating and finance leases, which generally are expected to be renewed or replaced by other leases. The finance leases currently held are considered immaterial. The components of lease cost were as follows:

Rent expense for the three and six months ended June 30, 2021 and 2020 was immaterial.

As of June 30, 2021, there are additional operating leases, primarily for buildings, that have not yet commenced in the amount of $3.0 million. These operating leases will commence in fiscal year 2021 with lease terms of 2 to 7 years.

Supplemental balance sheet information related to leases was as follows:

8. Debt

As of June 30, 2021, $2.2 million of the revolver capacity was committed to irrevocable standby letters of credit issued in the ordinary course of business as required by vendors' contracts, resulting in $174.2 million in available borrowings.

9.  Common Stock and Dividends

 

On July 1, 2021, the Company announced that its Board of Directors had declared a quarterly cash dividend of $0.14 per share, which was paid on July 28, 2021, to shareholders of record at the close of business on July 15, 2021.

 

10.  Earnings Per Share

11.  Revenue and Segment Information

Revenues from Contracts with Customers

Disaggregation of revenue is presented in the tables below by product type and by geographical location. Management has determined that this level of disaggregation would be beneficial to users of the financial statements.

Other includes rental sales, extended warranty sales and service sales as it is considered immaterial.

Net sales are attributed to countries based on the location of the customer.

Segment Information

12.  Accumulated Other Comprehensive Loss

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

 

The following tables set forth, for the periods indicated, certain financial data:

 

Overview

 

 

We are seeing steadily improving overall business conditions in the markets we serve and remain focused on meeting customer demand as efficiently as possible. The recent resurgence of COVID-19 variant cases is concerning and we are monitoring this situation, but we have not yet seen any new material negative impacts on our business coming from this resurgence of cases. We have experienced a slight increase in cases at several of our locations but we are currently operating at full or nearly full capacity at most of our facilities worldwide. Both new orders and backlogs in our Industrial and Agricultural Divisions continued to improve.

For the first six months of 2021, the Company's net sales increased by 13%, and net income increased by 53% compared to the same period in 2020. The increase in both net sales and net income was primarily due to a strong recovery in customer demand for our products compared to the prior year which was materially impacted by the COVID-19 pandemic. Offsetting the increase were disruptions in our supply chain, labor shortages, significant input cost inflation, logistics issues and, to a lesser extent, COVID-19 pandemic operational disruptions.

The Company's Industrial Division experienced a 7% increase in sales for the first six months of 2021 compared to the first six months of 2020 due to increased customer demand. The Division's new orders and backlog improved in all product lines, though cases of COVID-19 in certain facilities caused some operational delays. The Division's income from operations for the first six months of 2021 was up 12% versus the same period in 2020, due to increased demand and offset by supply chain issues and higher input costs on materials.

The Company's Agricultural Division sales increased in the first six months of 2021 by 26% compared to the first six months of 2020. Agricultural sales continue to rebound due to improved commodity prices, government subsidies, and increased customer demand for our products aided by lower dealer inventory. Negatively impacting this Division were supply chain disruptions and higher input costs. Notwithstanding these challenges, the Division's income from operations recorded a 61% improvement compared to the first six months of 2020.

We believe the COVID-19 pandemic will continue to impact our business during 2021. However, the nature and severity of the impact will remain uncertain for some time and will depend on numerous evolving factors which cannot be predicted, including the duration and scope of the pandemic, the availability, effectiveness and acceptance of treatment efforts and vaccines, and the immediate and longer term economic consequences felt by our dealers and government customers, which could result in changes in demand for our products. We are concerned about the recent resurgence of COVID-19 variant cases and the direct and indirect impacts this may have on our business for the balance of 2021. Thus far, we have not seen a significant rise in COVID-19 cases in our facilities, but a continuing resurgence of cases could negatively impact us in the future by, among other things, reducing overall customer demand or creating operational disruptions that could lead to delayed deliveries or negative cost impacts. As a consequence of the pandemic, we are still facing several challenges, most notably supply chain and logistics challenges including shipping bottlenecks (on both sea and land) and the unavailability of certain raw materials and key product components. These issues can lead to delays in shipment, cost increases and other effects that may negatively impact us. In addition, we continue to experience inflationary pressure on input costs and a difficult labor market.

While the direct and indirect consequences of the COVID-19 pandemic will certainly pose the greatest risk for the Company during 2021, the Company may also be negatively affected by several other factors such as changes in tariff regulations and the imposition of new tariffs, ongoing trade disputes, further supply chain issues, changes in U.S. fiscal policy such as changes in the federal tax rate, weakness in the overall world-wide economy, significant changes in currency exchange rates, negative economic impacts resulting from geopolitical events, changes in trade policy, increased levels of government regulations, weakness in the agricultural sector, acquisition integration issues, budget constraints or revenue shortfalls in governmental entities, and other risks and uncertainties as described in “Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K").

Results of Operations

 

Three Months Ended June 30, 2021 vs. Three Months Ended June 30, 2020

 

Net sales for the second quarter of 2021 were $347.6 million, an increase of $79.0 million or 29% compared to $268.6 million for the second quarter of 2020. Net sales during the second quarter of 2021 improved due to increased customer demand for our products versus the second quarter of 2020 which was negatively affected by the COVID-19 pandemic.

 

Gross profit for the second quarter of 2021 was $88.1 million (25% of net sales) compared to $67.8 million (25% of net sales) during the same period in 2020, an increase of $20.3 million.  The increase in gross profit during the second quarter of 2021 compared to the second quarter of 2020 was due to higher sales volume. This was offset by higher input costs, mainly from steel, along with higher costs of component parts which also had a negative affect

Selling, general and administrative expenses (“SG&A”) were $50.9 million (15% of net sales) during the second quarter of 2021 compared to $41.6 million (15% of net sales) during the same period of 2020, an increase of $9.3 million. The increase in SG&A expense in the second quarter of 2021 compared to the second quarter of 2020 was attributable to higher administrative expenses as the Company returns to pre-pandemic expense levels. Amortization expense in the second quarter of 2021 was $3.7 million compared to $3.6 million in the same period in 2020, an increase of $0.1 million.

Interest expense was $2.9 million for the second quarter of 2021 compared to $3.9 million during the same period in 2020, a decrease of $1.0 million. The decrease in interest expense during the second quarter of 2021 versus the second quarter of 2020 was attributable to the Company's continued reduction of debt levels.

 

Other income (expense), net was $3.3 million of income for the second quarter of 2021 compared to $1.3 million of expense during the same period in 2020.  The income in 2021 was primarily the result of changes in currency exchange rates and a gain of $3.4 million from the sale of a facility in the Netherlands. The expense in 2020 was primarily the result of changes in currency exchange rates.

Provision for income taxes was $8.2 million (24% of income before income tax) in the second quarter of 2021 compared to $4.7 million (27% of income before income tax) during the same period in 2020. The decrease in the tax rate for 2021 was a result of discrete tax benefits associated with stock based compensation, and a tax benefit associated with a state audit.

    

The Company’s net income after tax was $26.0 million or $2.19 per share on a diluted basis for the second quarter of 2021 compared to $13.0 million or $1.10 per share on a diluted basis for the second quarter of 2020.  The increase of $13.0 million resulted from the factors described above.

Net sales for the first six months of 2021 were $658.7 million, an increase of $75.6 million or 13% compared to $583.1 million for the first six months of 2020. The increase was attributable to a strong recovery in customer demand for our products in both the Industrial and Agricultural Divisions and to a lessor extent pricing actions. The Company's performance during the first six months of 2020 were materially impacted by the COVID-19 pandemic.

Interest expense was $5.5 million for the first six months of 2021 compared to $9.5 million during the same period in 2020, a decrease of $4.0 million. The decrease during the first six months of 2021 compared to the first six months of 2020 came from the Company's continued reduction of debt levels.

Other income (expense), net was $2.6 million of income during the first six months of 2021 compared to $1.1 million of income in the first six months of 2020. The income in 2021 is primarily from changes in exchange rates and the sale of a facility in the Netherlands of $3.4 million. The income in 2020 were primarily the result of changes in exchange rates and to a lesser extent the gain on the sale of two properties, one in the U.S. and one in Canada.

    

The Company's net income after tax was $43.5 million or $3.66 per share on a diluted basis for the first six months of 2021 compared to $28.5 million or $2.41 per share on a diluted basis for the first six months of 2020. The increase of $15.0 million resulted from the factors described above.

Liquidity and Capital Resources

 

In addition to normal operating expenses, the Company has ongoing cash requirements which are necessary to operate the Company’s business, including inventory purchases and capital expenditures.  The Company’s inventory and accounts payable levels typically build in the first half of the year and in the fourth quarter in anticipation of the spring and fall selling seasons.  Accounts receivable historically build in the first and fourth quarters of each year as a result of fall preseason sales programs and out of season sales, particularly in our Agricultural Division.  Preseason sales, primarily in the Agricultural Division, help level the Company’s production during the off season.

 

As of June 30, 2021, the Company had working capital of $437.9 million which represents an increase of $92.2 million from working capital of $345.7 million at December 31, 2020. The increase in working capital was primarily a result of volume-driven and inflation increases in accounts receivable and inventory levels.

Capital expenditures were $9.4 million for the first six months of 2021, compared to $12.5 million during the first six months of 2020. In response to the COVID-19 pandemic, we limited new capital expenditures in projects in 2020, however, for the full year of 2021 we expect to return to a more normalized capital expenditure level. The Company will fund any future expenditures from operating cash flows or through our revolving credit facility, described below.

Net cash provided by financing activities was $26.3 million and net cash used in financing activities was $8.5 million during the six month periods ended June 30, 2021 and June 30, 2020, respectively. Higher Net cash provided by financing activities for the first six months of 2021 relates to increase borrowings on the revolving credit facility for increased working capital in support of elevated backlog levels.

The Company had $79.4 million in cash and cash equivalents held by its foreign subsidiaries as of June 30, 2021. The majority of these funds are at our European and Canadian facilities. The Company will continue to repatriate European and Canadian cash and cash equivalents in excess of amounts needed to fund operating and investing activities, but will need to monitor exchange rates to determine the appropriate timing of such repatriation given the current relative value of the U.S. dollar. Repatriated funds will initially be used to reduce funded debt levels under the Company's current credit facility and subsequently used to fund working capital, capital investments and acquisitions company-wide.

Management believes the Agreement and the Company’s ability to internally generate funds from operations should be sufficient to meet the Company’s cash requirements for the foreseeable future. However, future challenges affecting the banking industry and credit markets in general could potentially cause changes to credit availability, which creates a level of uncertainty.

Critical Accounting Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP.  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions, particularly given the uncertainty created by the COVID-19 pandemic.

 

Critical Accounting Policies

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.  Management believes that of the Company's significant accounting policies, which are set forth in Note 1 of the Notes to Consolidated Financial Statements in the 2020 Form 10-K, the policies relating to the business combinations involve a higher degree of judgment and complexity. There have been no material changes to the nature of estimates, assumptions and levels of subjectivity and judgment related to critical accounting estimates disclosed in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2020 Form 10-K.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are likely to have a current or future material effect on our financial condition.

Forward-Looking Information

Part I of this Quarterly Report on Form 10-Q and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 2 of this Quarterly Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  In addition, forward-looking statements may be made orally or in press releases, conferences, reports or otherwise, in the future by or on behalf of the Company.

Statements that are not historical are forward-looking.  When used by or on behalf of the Company, the words “estimate,” "anticipate," "expect," “believe,” “intend”, "will", "would", "should", "could" and similar expressions generally identify forward-looking statements made by or on behalf of the Company.

Forward-looking statements involve risks and uncertainties.  These uncertainties include factors that affect all businesses operating in a global market, as well as matters specific to the Company and the markets it serves.  Particular risks and uncertainties facing the Company include changes in market conditions; the ongoing impact of the COVID-19 pandemic, including the recent surge of COVID-19 variant cases in the U.S. and in the other markets we serve; changes in tariff regulations and the imposition of new tariffs; a strong U.S. dollar; increased competition; trade wars or other negative economic impacts resulting from geopolitical events; decreases in the prices of agricultural commodities, which could affect our customers' income levels; increase in input costs; weakness in our Industrial Division due to changes in customer behavior; our inability to increase profit margins through continuing production efficiencies and cost reductions; repercussions from the exit by the U.K. from the European Union (EU); acquisition integration issues; budget constraints or income shortfalls which could affect the purchases of our type of equipment by governmental customers; credit availability for both the Company and its customers, adverse weather conditions such as droughts, floods, snowstorms, etc. which can affect buying patterns of the Company’s customers and related contractors; the price and availability of raw materials and product components, particularly steel and steel products; energy cost; increased cost of governmental regulations which effect corporations including related fines and penalties (such as the European General Data Protection Regulation and the California Consumer Privacy Act); the potential effects on the buying habits of our customers due to animal disease outbreaks and other epidemics; the Company’s ability to develop and manufacture new and existing products profitably; market acceptance of new and existing products; the Company’s ability to maintain good relations with its employees; the Company's ability to successfully complete acquisitions and operate acquired businesses or assets; the ability to hire and retain quality skilled employees; cyber security risks affecting information technology or data security breaches; and the possible effects of events beyond our control, such as political unrest, acts of terror, natural disasters and pandemics, on the Company or its customers, suppliers and the economy in general. The Company continues to experience the impacts of COVID-19 on its markets and operations including, most notably, operational and supply chain disruptions. The full extent to which COVID-19 will continue to adversely impact the Company’s business depends on future developments, which are highly uncertain and unpredictable.

In addition, the Company is subject to risks and uncertainties facing the industry in general, including changes in business and political conditions and the economy in general in both domestic and international markets; weather conditions affecting demand; slower growth in the Company’s markets; financial market changes including increases in interest rates and fluctuations in foreign exchange rates; actions of competitors; the inability of the Company’s suppliers, customers, creditors, public utility providers and financial service organizations to deliver or provide their products or services to the Company; seasonal factors in the Company’s industry; litigation; government actions including budget levels, regulations and legislation, primarily relating to the environment, commerce, infrastructure spending, health and safety; and availability of materials.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements and to recognize that the statements are not predictions of actual future results.  Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated.  The foregoing statements are not exclusive and further information concerning the Company and its businesses, including factors that could potentially materially affect the Company’s financial results, may emerge from time to time.  It is not possible for management to predict all risk factors or to assess the impact of such risk factors on the Company’s businesses.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risks

The Company is exposed to various market risks.  Market risks are the potential losses arising from adverse changes in market prices and rates.  The Company does not enter into derivative or other financial instruments for trading or speculative purposes.

International Sales

A portion of the Company’s operations consists of manufacturing and sales activities in international jurisdictions. The Company primarily manufactures its products in the U.S., U.K., France, Canada, Brazil, Australia and the Netherlands.  The Company sells its products primarily in the functional currency within the markets where the products are produced, but certain sales from the Company's U.K. and Canadian operations are denominated in other foreign currencies.  As a result, the Company’s financials, specifically the value of its foreign assets, could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the other markets in which the subsidiaries of the Company distribute their products. Foreign exchange rates and economic conditions in these foreign markets may be further impacted by the effects of the COVID-19 pandemic.

Exposure to Exchange Rates

The Company translates the assets and liabilities of foreign-owned subsidiaries at rates in effect at the balance sheet date. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income within the statement of stockholders’ equity. The total foreign currency translation adjustment for the current quarter increased stockholders’ equity by $4.6 million.

The Company’s earnings are affected by fluctuations in the value of the U.S. dollar as compared to foreign currencies, predominately in Europe and Canada, as a result of the sales of its products in international markets.  Forward currency contracts are used to hedge against the earnings effects of such fluctuations.  The result of a uniform 10% strengthening or 10% decrease in the value of the dollar relative to the currencies in which the Company’s sales are denominated would result in a change in gross profit of $4.6 million for the six month period ended June 30, 2021.  This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.  In addition to the direct effects of changes in exchange rates, which include a changed dollar value of the resulting sales, changes in exchange rates may also affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive.  The Company’s sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices. 

In March 2019, the Company entered into fixed-to-fixed cross-currency swaps and designated these swaps to hedge a portion of its net investment in a euro functional currency denominated subsidiary against foreign currency fluctuations. These contracts involve the exchange of fixed U.S. dollars with fixed euro interest payments periodically over the life of the contracts and an exchange of the notional amounts at maturity. The fixed-to-fixed cross-currency swaps include €40 million ($45 million) maturing December 2021.

Interest Rate Risk

The Company’s long-term debt bears interest at variable rates.  Accordingly, the Company’s net income is affected by changes in interest rates.  Assuming the current level of borrowings at variable rates and a two percentage point change for the second quarter 2021 average interest rate under these borrowings, the Company’s interest expense would have changed by approximately $1.6 million.  In the event of an adverse change in interest rates, management could take actions to mitigate its exposure.  However, due to the uncertainty of the actions that would be taken and their possible effects this analysis assumes no such actions.  Further this analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

In January 2020, the Company entered into an interest rate swap agreement with three of its total lenders that hedge future cash flows related to its outstanding debt obligations. As of June 30, 2021, the Company had $315.8 million outstanding under the Credit Agreement of which $200.0 million was hedged in a three year interest rate swap contract with a fixed LIBOR base rate of 1.43%.

Item 4. Controls and Procedures

 

An evaluation was carried out under the supervision and with the participation of Alamo’s management, including our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Vice President, Controller and Treasurer, (Principal Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).  Based upon the evaluation, the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Vice President, Controller and Treasurer, (Principal Accounting Officer) concluded that the Company’s design and operation of these disclosure controls and procedures were effective at the end of the period covered by this report.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. - Legal Proceedings

For a description of legal proceedings, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 (the "2020 10-K").

Item 1A. - Risk Factors

Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides a summary of the Company's repurchase activity for its common stock during the three months ended June 30, 2021: