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 September 30, 2002
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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
- -------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 West 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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As of November 6, 2002 the following shares were outstanding.
Common Stock, $1.00 par value 2,856,471 Shares
Class B Common Stock, $1.00 par value 906,097 Shares
PART I. FINANCIAL INFORMATION
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 generally accepted accounting principles 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
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
September 30 December 31
2002 (Unaudited) 2001
---------------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 9,898,518 $ 16,850,998
Marketable securities 4,905,000 3,266,846
Accounts receivable, net 41,571,071 20,867,106
Inventories -
Finished shoes 44,728,151 17,006,221
Shoes in process 301,367 162,833
Raw materials and supplies 571,098 332,602
------------ ------------
Total inventories 45,600,616 17,501,656
Deferred income tax benefits 4,244,000 3,068,000
Prepaid expenses and other current assets 379,977 165,531
------------ ------------
Total current assets 106,599,182 61,720,137
MARKETABLE SECURITIES 7,980,217 10,753,542
OTHER ASSETS 10,972,191 10,143,249
PLANT AND EQUIPMENT 30,749,057 22,597,871
Less - Accumulated depreciation 8,351,327 7,260,488
------------ ------------
NET PLANT AND EQUIPMENT 22,397,730 15,337,383
TRADEMARK 9,840,871 --
------------ ------------
$157,790,191 $ 97,954,311
============ ============
LIABILITIES & SHAREHOLDERS' INVESTMENT
<Table>
CURRENT LIABILITIES:
Short-term borrowings $ -- $ 7,509,904
Accounts payable 8,562,321 5,317,817
Dividend payable 489,134 451,598
Accrued liabilities 7,258,111 6,021,238
Accrued income taxes 3,108,766 1,609,991
------------ ------------
Total current liabilities 19,418,332 20,910,548
DEFERRED INCOME TAX LIABILITIES 3,516,000 3,452,000
LONG-TERM DEBT 53,964,000 --
SHAREHOLDERS' INVESTMENT:
Common stock 3,762,568 3,748,818
Other shareholders' investment 77,129,291 69,842,945
------------ ------------
$157,790,191 $ 97,954,311
============ ============
The accompanying notes to consolidated condensed financial statements are an
integral part of these financial statements.
-1-
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
FOR THE PERIODS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
Three Months ended September 30 Nine Months ended September 30
------------------------------- ------------------------------
2002 2001 2002 2001
------------- ------------- ------------- -------------
NET SALES $ 58,762,489 $ 33,785,816 $ 127,017,352 $ 100,685,762
COST OF SALES 39,998,767 24,552,953 88,688,085 73,953,875
------------- ------------- ------------- -------------
Gross earnings 18,763,722 9,232,863 38,329,267 26,731,887
SELLING AND ADMINISTRATIVE EXPENSES 11,233,478 5,866,180 24,926,799 18,159,825
------------- ------------- ------------- -------------
Earnings from operations 7,530,244 3,366,683 13,402,468 8,572,062
INTEREST INCOME 199,864 247,290 683,070 797,675
INTEREST EXPENSE (545,035) (76,984) (811,387) (243,780)
OTHER INCOME AND EXPENSE, net (2,630) 113,386 (19,688) 617,743
------------- ------------- ------------- -------------
Earnings before provision for
income taxes 7,182,443 3,650,375 13,254,463 9,743,700
PROVISION FOR INCOME TAXES 2,650,000 1,275,000 4,800,000 3,400,000
------------- ------------- ------------- -------------
Net earnings $ 4,532,443 $ 2,375,375 $ 8,454,463 $ 6,343,700
============= ============= ============= =============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING
Basic 3,761,568 3,788,618 3,755,543 3,858,781
Diluted 3,861,192 3,813,970 3,831,962 3,884,318
EARNINGS PER SHARE
Basic $ 1.20 $ .63 $ 2.25 $ 1.64
============= ============= ============= =============
Diluted $ 1.17 $ .62 $ 2.21 $ 1.63
============= ============= ============= =============
CASH DIVIDENDS PER SHARE $ .13 $ .12 $ .38 $ .35
============= ============= ============= =============
The accompanying notes to consolidated condensed financial statements are an
integral part of these financial statements.
-2-
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 2,146,279 $ 90,017
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Florsheim assets (48,408,859) --
Purchase of marketable securities (6,004,234) --
Proceeds from maturities of marketable securities 7,139,405 6,323,148
Proceeds from sales of other investments -- 603,807
Purchase of plant and equipment (6,745,417) (664,851)
Proceeds from sales of plant and equipment -- 165,594
------------ ------------
Net cash (used for) provided by investing
activities (54,019,105) 6,427,698
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (1,427,006) (1,344,956)
Shares purchased and retired (195,500) (4,805,021)
Proceeds from stock options exercised 462,813 142,599
Proceeds from revolving line of credit 51,264,000 --
Debt issuance costs (374,057) --
Short-term (repayments) borrowings, net (4,809,904) 2,573,862
------------ ------------
Net cash provided by (used for)
financing activities 44,920,346 (3,433,516)
------------ ------------
Net (decrease) increase in cash and
cash equivalents (6,952,480) 3,084,199
CASH AND CASH EQUIVALENTS at beginning
of period 16,850,998 3,519,190
------------ ------------
CASH AND CASH EQUIVALENTS at end
of period $ 9,898,518 $ 6,603,389
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 4,167,678 $ 2,055,206
============ ============
Interest paid $ 601,524 $ 266,208
============ ============
The accompanying notes to consolidated condensed financial statements are an
integral part of these financial statements.
-3-
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 or nine
months ended September 30, 2002, are not necessarily indicative of results
for the full year.
(2) Acquisition
On May 20, 2002, the Company acquired from Florsheim Group, Inc. and its
subsidiaries (collectively, "Florsheim"), certain assets of Florsheim's
U.S. wholesale business, including its accounts receivable, trademarks, and
other information assets, wholesale inventory (with specified exceptions)
and other specified assets, as well as the leaseholds and associated assets
for 23 retail and outlet shoe stores.
As part of the asset purchase agreement, the Company also agreed to
purchase certain assets of Florsheim Europe and Florsheim France, two
wholly-owned subsidiaries of Florsheim. The acquisition of Florsheim Europe
closed on July 1, 2002 for approximately $400,000 plus the assumption of
operating liabilities. The acquisition of Florsheim France closed on July
27, 2002, for approximately $10,000 plus the assumption of certain
operating liabilities. The domestic and foreign assets acquired and
liabilities assumed are collectively referred to as the "Acquired
Business."
Florsheim had been an international distributor of men's dress and casual
footwear. As a result of the acquisition, the Company has acquired a
leading brand name in the men's footwear industry with worldwide name
recognition. Weyco believes that the brand will complement the Company's
current brands, and will enhance the Company's position as a leading
distributor of men's casual and dress footwear. The Company also expects to
achieve certain economies of scale.
The total purchase price of the Acquired Business was $48.4 million,
including $1.7 million of acquisition costs. The acquisition has been
accounted for using the purchase method of accounting and accordingly, the
purchase price was allocated on a preliminary basis to identifiable assets
acquired and liabilities assumed based upon their estimated fair values.
The results of operations of the Acquired Business have been included in
the Consolidated Condensed Financial Statements since the respective dates
of acquisition. Final adjustments to the purchase price allocation are not
expected to be material to the Consolidated Condensed Financial Statements.
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets,"
the acquired Florsheim trademark of $9.8 million is not being amortized, as
it has an indefinite life. The Company will complete the required
impairment test for this trademark by the end of 2002.
-4-
The following table sets forth the unaudited proforma information for the
Company as if the acquisitions of the Acquired Business had occurred as of
the beginning of each respective period (in thousands, except per share
data):
Three Months ended September 30 Nine Months ended September 30
------------------------------- ------------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net Sales $ 58,797 $ 54,494 $ 160,216 $ 170,869
Net Earnings $ 4,532 $ 2,572 $ 10,322 $ 6,368
Basic Earnings Per Share $ 1.20 $ .68 $ 2.75 $ 1.65
Diluted Earnings Per Share $ 1.17 $ .67 $ 2.69 $ 1.64
(3) Long Term Debt
On May 17, 2002, the Company entered into a 2-year $60 million unsecured
Revolving Line of Credit (the "Line of Credit") with a group of banks. On
May 20, 2002, the Company borrowed $49.2 million under the Line of Credit
to fund the acquisition of the Acquired Business and future capital needs.
The Line of Credit allows for the issuance of up to $20 million in
non-rated commercial paper at market interest rates and additional bank
borrowings at an interest rate of LIBOR plus from 150 to 250 basis points.
Subsequently, the Company borrowed an additional $2.0 million under the
line, increasing the total to $51.3 million. Together with the $2.7 million
of commercial paper outstanding at May 17, 2002, the total borrowing under
the line at September 30, 2002 was $54.0 million. The average interest rate
for the borrowings for the quarter was 3.24%.
The Company incurred $374,000 of debt issuance costs related to this new
Line of Credit. These costs are included in Other Assets and are being
amortized over the term of the Line of Credit. The Line of Credit includes
certain financial covenants, including minimum net worth and Earnings
Before Interest, Taxes, Depreciation and Amortization (EBITDA) levels and a
minimum ratio of funded debt to EBITDA. As of September 30, 2002 the
Company is in compliance with all covenants.
(4) In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets" effective
for fiscal years beginning after December 31, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in
accordance with the Statements. The adoption of these statements in the
first quarter of 2002 did not impact the Company's results of operations or
financial position. The acquisition of the Acquired Business in 2002 was
recorded in accordance with these rules.
-5-
In August 2001, the FASB issued SFAS No 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and
provides additional implementation guidance for assets to be held and used
and assets to be disposed of other than by sale. The statement is effective
for fiscal years beginning after December 15, 2001. The adoption of this
statement on January 1, 2002 did not have an impact on the Company's
financial position or results of operations.
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
Company does not expect the adoption of this statement to have a material
impact on the Company's results of operations or financial position.
(5) The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended September 30 Nine Months Ended September 30
------------------------------- ------------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Numerator:
Net Earnings ..................... $4,532,443 $2,375,375 $8,454,463 $6,343,700
========== ========== ========== ==========
Denominator:
Basic weighted average shares .... 3,761,568 3,788,618 3,755,543 3,858,781
Effect of dilutive securities:
Employee stock options ......... 99,624 25,352 76,419 25,537
---------- ---------- ---------- ----------
Diluted weighted average shares... 3,861,192 3,813,970 3,831,962 3,884,318
========== ========== ========== ==========
Basic earnings per share ........... $ 1.20 $ .63 $ 2.25 $ 1.64
========== ========== ========== ==========
Diluted earnings per share ......... $ 1.17 $ .62 $ 2.21 $ 1.63
========== ========== ========== ==========
-6-
(6) The Company continues to operate in two business segments: wholesale
distribution and retail sales of men's footwear. Summarized segment data
for September 30, 2002 and 2001 is:
Wholesale
Distribution Retail Total
------------- ---------- ------------
THREE MONTHS ENDED SEPTEMBER 30
-------------------------------
2002
----
Net Sales $53,490,000 $5,272,000 $58,762,000
Earnings from operations 7,037,000 493,000 7,530,000
2001
----
Net Sales $32,701,000 $1,085,000 $33,786,000
Earnings from operations 3,463,000 (96,000) 3,367,000
NINE MONTHS ENDED SEPTEMBER 30
-------------------------------
2002
----
Net Sales $117,726,000 $9,291,000 $127,017,000
Earnings from operations 12,597,000 805,000 13,402,000
2001
----
Net Sales $97,015,000 $3,671,000 $100,686,000
Earnings from operations 8,669,000 (97,000) 8,572,000
As of September 30, 2002, total assets for the wholesale segment were
$150,444,000 and total assets for the retail segment were $7,346,000. As of
December 31, 2001, total assets for the wholesale segment were $96,139,000
and total assets for the retail segment were $1,815,000.
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 of Florsheim Europe and
Floresheim France, respectively. See Note 2 to the Consolidated Condensed
Financial Statements for additional information on the acquisition.
Liquidity
The Company's primary source of liquidity is its cash and marketable
securities which aggregated approximately $14,804,000 at September 30,
2002, compared with $20,118,000 at December 31, 2001.
-7-
Cash flows from operating activities were $2,146,000 for the nine months
ended September 30, 2002, as compared to $90,000 for the nine months ended
September 30, 2001. The increase in cash flows from operations is due
primarily to increased net earnings between years. At September 30, 2002,
approximately $15.0 million of the accounts receivable outstanding and
approximately $25.6 million of inventory are related to the Acquired
Business.
The use of cash from investing activities in 2002 reflects the acquisition
of the Acquired Business, as well as the purchase of a new $6 million
warehouse facility, which is adjacent to the Company's current distribution
center.
Cash flows from financing activities to date in 2002 reflect the borrowings
made under the Line of Credit in 2002 to fund the acquisition and related
capital purchases. See note 3 for additional information regarding the
Company's long term debt.
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.
Results of Operations
Overall net sales for the third quarter ended September 30, 2002 of $58.8
million have increased 74% compared with $33.8 million for the third
quarter of 2001. The increase resulted from increases in both the wholesale
and retail divisions. Wholesale net sales for the current quarter were
$53.4 million, as compared with $32.7 million for the same period in 2001.
Retail net sales for the quarter ended September 30, 2002 were $5.3 million
as compared with $1.1 million in 2001.
For the nine months ended September 30, 2002, net sales were $127.0
million, as compared with $100.7 million for the same period in 2001. The
26% increase was due to increases in both the wholesale and retail
divisions. Wholesale net sales through September 30, 2002 were $117.7
million as compared to $97.0 million for the same period of 2001. Retail
net sales were $9.3 million in 2002 as compared with $3.7 million in 2001.
Net sales for the third quarter relating to the Acquired Business'
wholesale and retail operations were $18,900,000 and $4,400,000,
respectively. For the third quarter, increases in net sales were primarily
due to the acquisition of the Acquired Business; however, wholesale net
sales of the Company's other brands also recognized increases for the
quarter. Net sales for Stacy Adams increased 10.1%, Nunn Bush increased
5.8%, and Brass Boot increased 2.6% for the quarter. Net sales of the
wholesale and retail operations of the Acquired Business for the nine
months ended September 30, 2002 were $21,136,000 and $6,264,000
respectively. For the nine months ended September 30, 2002, the acquisition
of the Acquired Business accounted for all of the increase in net sales
between periods. Without the acquisition, wholesale net sales would have
been flat between years, and retail net sales would have been down,
primarily due to the closing of one retail store.
-8-
Gross earnings as a percent of net sales for the third quarter increased from
27.3% in 2001 to 31.9% in 2002. Gross earnings as a percent of net sales for the
nine months ended September 30 increased from 26.5% in 2001 to 30.2% in 2002.
The increases in gross earnings as a percent of net sales since last year
reflect changes in product mix as well as increased retail net sales relative to
overall net sales, as retail net sales inherently contribute more to gross
earnings than wholesale net sales. Gross earnings as a percent of net sales for
the wholesale division for the quarter ended September 30 increased from 26.5%
in 2001 to 29.0% in 2002. For the nine months ended September 30, gross earnings
as a percent of net sales increased from 25.6% in 2001 to 27.8% in 2002.
Selling and administrative expenses as a percent of net sales increased from
17.4% for the third quarter of 2001 to 19.1% for the third quarter of 2002.
Selling and administrative expenses as a percent of net sales for the nine
months ended September 30 increased from 18.0% in 2001 to 19.6% in 2002.
Overall, the increases in selling and administrative expenses as a percent of
net sales result from the ramp up of operations in 2002 to accommodate the
acquisition, but also reflect the increase in retail net sales relative to
overall net sales, as the retail business inherently has higher selling and
administrative expenses relative to the wholesale business. Wholesale selling
and administrative expenses as a percent of net sales were flat at 15.8% for the
quarter ended September 30, 2001 as compared to 15.9% for the quarter ended
September 30, 2002, and increased from 16.6% for the nine months ended September
30, 2001 to 17.1% for the same period in 2002.
Interest expense for the quarter ended September 30, 2002 was $545,000 as
compared to $77,000 for the same period in 2001. For the nine months ended
September 30, 2002, interest expense was $811,000 as compared to $244,000 for
the nine months ended September 30, 2001. The increase in interest expense
between periods was due to the borrowings under the Line of Credit in 2002 to
fund the acquisition.
For the nine months ended September 30, 2001, other income and expense included
a $504,000 gain on the sale of other investments recorded in the first quarter.
The effective tax rate was 36.9% for the quarter ended September 30, 2002, as
compared with 34.9% for the same period of 2001 and 36.2% for the nine months
ended September 30, 2002 as compared with 34.9% for the same period of 2001. The
increase in the effective tax rate is due to a decrease in municipal bond income
relative to net earnings due to the current year increase in net earnings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since the March 25, 2002 filing of the
Company's Annual Report on Form 10-K, except the Company issued long-term
debt to finance the purchase of the Acquired Business. See Note 3 to the
financial statements for related disclosures. Assuming a 10% increase in
the Company's weighted average interest rate on long-term borrowings,
interest expense in the third quarter would have increased by $42,000.
-9-
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 our 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 our disclosure
controls and procedures are adequate and effective. There have been no
significant changes in our 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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
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
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.
November 14, 2002 /s/ John Wittkowske
- ------------------------ -------------------------
Date John Wittkowske
Vice President-Finance
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: November 14, 2002
/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: November 14, 2002
/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 SEPTEMBER 30, 2002
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