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, 2003
Or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission file number 0-9068
WEYCO GROUP, INC.
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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 ( )
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes (X) No ( )
As of November 3, 2003 the following shares were outstanding:
Common Stock, $1.00 par value 4,420,803 Shares
Class B Common Stock, $1.00 par value 1,310,915 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
September 30 December 31
2003 (Unaudited) 2002
---------------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,792,042 $ 7,301,104
Marketable securities 1,700,000 2,099,140
Accounts receivable, net 34,367,184 32,170,795
Accrued income tax receivable 237,241 1,008,079
Inventories -
Finished shoes 43,113,316 48,951,574
Shoes in process 7,104 337,221
Raw materials and supplies 195,598 452,138
------------ ------------
Total inventories 43,316,018 49,740,933
Deferred income tax benefits 2,387,000 2,421,000
Prepaid expenses and other current assets 558,412 803,108
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Total current assets 92,357,897 95,544,159
MARKETABLE SECURITIES 7,325,979 8,026,127
OTHER ASSETS 9,341,419 9,683,252
PLANT AND EQUIPMENT 39,293,859 31,087,254
Less - Accumulated depreciation 10,394,161 8,927,271
------------ ------------
Plant and equipment, net 28,899,698 22,159,983
TRADEMARK 10,867,969 10,821,681
------------ ------------
$148,792,962 $146,235,202
============ ============
LIABILITIES & SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 5,753,520 $ 11,268,713
Dividend payable 570,233 490,810
Accrued liabilities 8,964,239 8,473,373
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Total current liabilities 15,287,992 20,232,896
DEFERRED INCOME TAX LIABILITIES 2,939,000 3,416,000
LONG-TERM DEBT 34,962,273 37,801,992
SHAREHOLDERS' INVESTMENT:
Common stock 5,701,937 3,789,064
Other shareholders' investment 89,901,760 80,995,250
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$148,792,962 $146,235,202
============ ============
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, 2003 AND 2002 (UNAUDITED)
Three Months ended September 30 Nine Months ended September 30
-------------------------------- --------------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
NET SALES $ 49,817,256 $ 58,762,489 $ 161,197,464 $ 127,017,352
COST OF SALES 32,774,309 39,998,767 106,355,797 88,688,085
------------- ------------- ------------- -------------
Gross earnings 17,042,947 18,763,722 54,841,667 38,329,267
SELLING AND ADMINISTRATIVE EXPENSES 11,887,045 11,233,478 36,128,815 24,926,799
------------- ------------- ------------- -------------
Earnings from operations 5,155,902 7,530,244 18,712,852 13,402,468
INTEREST INCOME 131,378 199,864 403,346 683,070
INTEREST EXPENSE (421,998) (545,035) (1,084,350) (811,387)
OTHER INCOME AND EXPENSE, net 43,692 (2,630) 241,764 (19,688)
------------- ------------- ------------- -------------
Earnings before provision for
income taxes 4,908,974 7,182,443 18,273,612 13,254,463
PROVISION FOR INCOME TAXES 1,400,000 2,650,000 6,500,000 4,800,000
------------- ------------- ------------- -------------
Net earnings $ 3,508,974 $ 4,532,443 $ 11,773,612 $ 8,454,463
============= ============= ============= =============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING (Note 4)*
Basic 5,700,959 5,642,352 5,693,346 5,633,315
Diluted 5,903,141 5,791,789 5,881,725 5,747,944
EARNINGS PER SHARE (Note 4)*
Basic $ .62 $ .80 $ 2.07 $ 1.50
============= ============= ============= =============
Diluted $ .59 $ .78 $ 2.00 $ 1.47
============= ============= ============= =============
CASH DIVIDENDS PER SHARE* $ .10 $ .09 $ .28 $ .25
============= ============= ============= =============
*All per share figures have been adjusted to reflect the October 1, 2003 50%
stock dividend.
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, 2003 AND 2002 (UNAUDITED)
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 13,930,476 $ 2,146,279
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Florsheim business -- (48,408,859)
Purchase of marketable securities (3,400,000) (6,004,234)
Proceeds from maturities of marketable securities 4,499,248 7,139,405
Purchase of plant and equipment (8,379,073) (6,745,417)
Proceeds from sales of plant and equipment 37,623 --
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Net cash used for investing activities (7,242,202) (54,019,105)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (1,594,878) (1,427,006)
Shares purchased and retired (212,102) (195,500)
Proceeds from stock options exercised 449,363 462,813
Net borrowings (repayments) under
revolving credit agreement (2,839,719) 46,454,096
Debt issuance costs -- (374,057)
------------ ------------
Net cash (used for) provided by
financing activities (4,197,336) 44,920,346
------------ ------------
Net increase (decrease) in cash and
cash equivalents 2,490,938 (6,952,480)
CASH AND CASH EQUIVALENTS at beginning
of period 7,301,104 16,850,998
------------ ------------
CASH AND CASH EQUIVALENTS at end
of period $ 9,792,042 $ 9,898,518
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 5,694,925 $ 4,167,678
============ ============
Interest paid $ 916,603 $ 601,524
============ ============
The accompanying notes to consolidated condensed financial statements are an
integral part of these financial statements.
-3-
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS:
(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, 2003, are not necessarily indicative of results
for the full year.
(2) On July 28, 2003 the Board of Directors of the Company declared a 50% stock
dividend on the Company's Common Stock, $1.00 par value, and on the
Company's Class B Common Stock, $1.00 par value, so as to affect a
three-for-two stock split without a change in par value. The additional
shares were issued on October 1, 2003, to shareholders of record on August
29, 2003. The stock dividend has been reflected in the shareholders equity
accounts as of September 30, 2003. All per share information in these
financial statements and notes have been restated to reflect this stock
dividend.
The Board also declared a quarterly dividend of $.10 per share, adjusted
for the stock dividend, payable October 1, 2003. This represents a 7%
increase in the Company's quarterly dividend.
(3) 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 $48.7 million, and the Company
entered into a two-year $60 million revolving line of credit to fund the
acquisition and related expenses. In accordance with the original
agreement, the revolving line of credit was reduced to $50 million on April
30, 2003. On May 5, 2003, the revolving line of credit agreement was
extended an additional year, to April 30, 2005. 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. During the third
quarter of 2003, the Company finalized the purchase price allocation which
resulted in a $46,000 net increase in the value of the trademark since
December 31, 2002.
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):
Nine Months ended September 30
2002
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Net Sales $ 160,216
Net Earnings $ 10,322
Basic Earnings Per Share $ 1.83
Diluted Earnings Per Share $ 1.79
-4-
(4) The following table sets forth the computation of basic and diluted net
earnings per share:
Three Months Ended September 30 Nine Months Ended September 30
-------------------------------- --------------------------------
2003 2002 2003 2002
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Numerator:
Net Earnings ..................... $ 3,508,974 $ 4,532,443 $11,773,612 $ 8,454,463
=========== =========== =========== ===========
Denominator:
Basic weighted average shares..... 5,700,959 5,642,352 5,693,346 5,633,315
Effect of dilutive securities:
Employee stock options ......... 202,182 149,437 188,379 114,629
----------- ----------- ----------- -----------
Diluted weighted average shares .. 5,903,141 5,791,789 5,881,725 5,747,944
=========== =========== =========== ===========
Basic earnings per share ........... $ .62 $ .80 $ 2.07 $ 1.50
=========== =========== =========== ===========
Diluted earnings per share ......... $ .59 $ .78 $ 2.00 $ 1.47
=========== =========== =========== ===========
Diluted weighted average shares outstanding for 2003 exclude outstanding
options to purchase 155,625 shares of common stock at a weighted-average
price of $33.70 because they are antidilutive. Diluted weighted average
shares outstanding for 2002 include all outstanding options, as none were
antidilutive.
(5) The Company continues to operate in two business segments: wholesale
distribution and retail sales of men's footwear. Summarized segment data
for September 30, 2003 and 2002 is:
Wholesale
Distribution Retail Total
------------ ------------ ------------
THREE MONTHS ENDED SEPTEMBER 30
2003
Net Sales....................... $ 43,943,000 $ 5,874,000 $ 49,817,000
Earnings from operations........ 4,338,000 818,000 5,156,000
2002
Net Sales....................... $ 53,490,000 $ 5,272,000 $ 58,762,000
Earnings from operations........ 7,037,000 493,000 7,530,000
NINE MONTHS ENDED SEPTEMBER 30
2003
Net Sales....................... $143,494,000 $ 17,703,000 $161,197,000
Earnings from operations........ 16,277,000 2,436,000 18,713,000
2002
Net Sales....................... $117,726,000 $ 9,291,000 $127,017,000
Earnings from operations........ 12,597,000 805,000 13,402,000
-5-
(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
#25, "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.
The following table illustrates the effect on 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.
Three Months ended September 30 Nine Months ended September 30
2003 2002 2003 2002
-------------- -------------- -------------- --------------
Net earnings, as reported $ 3,508,974 $ 4,532,443 $ 11,773,612 $ 8,454,463
Deduct: Total stock-based employee
compensation expense determined
under the fair value based method for
all awards, net of related tax effects ........ 558,563 253,004 906,892 395,657
-------------- -------------- -------------- --------------
Pro forma net income .............................. $ 2,950,411 $ 4,279,439 $ 10,866,720 $ 8,058,806
============== ============== ============== ==============
Earnings per share
Basic - as reported ............................. $ .62 $ .80 $ 2.07 $ 1.50
============== ============== ============== ==============
Basic - pro forma ............................... $ .52 $ .76 $ 1.91 $ 1.43
============== ============== ============== ==============
Diluted - as reported ........................... $ .59 $ .78 $ 2.00 $ 1.47
============== ============== ============== ==============
Diluted - pro forma ............................. $ .50 $ .74 $ 1.85 $ 1.40
============== ============== ============== ==============
(7) Comprehensive income for the periods ended September 30, 2003 and 2002 is
as follows (in thousands):
Three Months ended September 30 Nine Months ended September 30
2003 2002 2003 2002
-------------- -------------- -------------- --------------
Net earnings $ 3,509 $ 4,532 $ 11,774 $ 8,454
Foreign currency translation
adjustments (35) -- 403 --
-------------- -------------- -------------- --------------
Total comprehensive income $ 3,474 $ 4,532 $ 12,177 $ 8,454
The components of Accumulated Other Comprehensive Loss as recorded on the
accompanying balance sheets are as follows (in thousands):
September 30, 2003 December 31, 2002
------------------ -----------------
Foreign currency translation adjustments $ 171 $ (232)
Additional minimum pension liability, net
of tax of $553 (864) (864)
------ --------
Accumulated other comprehensive loss $ (693) $ (1,096)
-6-
(8) 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.
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 and Note 3 to
these financial statements 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 $11,492,000 at September 30, 2003 as
compared with $9,400,000 at December 31, 2002. To date in 2003, the primary
source of cash is operations. The primary uses of cash are purchases of plant
and equipment, repayments of long-term debt, and payment of cash dividends.
-7-
Cash flows from operations for the nine months ended September 30, 2003 were
generated principally by net earnings of $11.8 million plus $1.8 million of
depreciation and amortization. Cash flows for operations for the nine months
ended September 30, 2002 were generated by net earnings of $8.5 million plus
$1.5 million of depreciation and amortization. This was offset by an $8.4
million increase in accounts receivable, due primarily to the buildup of
Florsheim accounts receivable after the May 20, 2002 acquisition.
During the third quarter the Company completed the construction project to
expand and reconfigure the distribution center to more efficiently handle the
increased volumes resulting from the acquisition. The total cost was
approximately $8.5 million. As of September 30, 2003, approximately $8.2 million
has been paid. The Company expects capital expenditures to return to a more
normalized level over the next twelve months. The Company estimates normal
capital expenditures to be $1 to $2 million.
At September 30, 2003, $35 million was outstanding under the line of credit
facility. The Company was in compliance with all debt covenants as of September
30, 2003.
In October 2003, the Company purchased 86,200 shares of its Common Stock for
$2.6 million in a single transaction.
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, 2003 of $49.8
million have decreased 15.2% compared with $58.8 million for the third quarter
of 2002, primarily due to a decrease in wholesale net sales. Wholesale net sales
for the current quarter were $43.9 million, as compared with $53.5 million for
the same period in 2002. Wholesale sales for the quarter were down principally
because the Company's Florsheim and Stacy Adams divisions' sales were down 29%
and 21%, respectively. The Company's Nunn Bush division sales were down 6% for
the quarter.
Florsheim sales were down because in the third quarter of 2002, the Company sold
a significant amount of obsolete inventory that was acquired in the Florsheim
acquisition. Those sales did not recur in 2003. Additionally, after the
acquisition of Florsheim on May 20, 2002, the Florsheim warehouse in Jefferson
City, Missouri was closed as inventory was moved from Jefferson City to the
Company's consolidated distribution center in Glendale, Wisconsin. Sales of
Florsheim product resumed in the middle of June 2002. When the Company started
shipping Florsheim product again, the Company received some unusually large
orders to build up retail inventories which were depleted as a result of the
shutdown. The majority of those orders were shipped in the third quarter of
2002.
The Company's Stacy Adams division's sales were down principally as the result
of the Company's SAO sub-brand, as the entire streetwear casual market remains
challenging.
-8-
Retail net sales for the quarter ended September 30, 2003 were $5.9 million as
compared with $5.3 million in 2002, up 11%. Same store sales were up 6% for the
third quarter.
For the nine months ended September 30, 2003, net sales were $161.2 million, as
compared with $127.0 million for the same period in 2002. The 26.9% increase was
due to increases in both the wholesale and retail divisions. Wholesale net sales
through September 30, 2003 were $143.5 million as compared to $117.7 million for
the same period of 2002. Wholesale net sales at the Company's Florsheim and Nunn
Bush divisions were up 131%, and 3%, respectively, and the Stacy Adams division
was down 3%. Sales for the Florsheim division were up as a result of the
acquisition in May 2002. Retail net sales were $17.7 million to date in 2003 as
compared with $9.3 million in 2002. The increase is primarily the result of the
Florsheim acquisition. Same store sales were flat for the nine months ended
September 30, 2003.
Gross earnings as a percent of net sales for the third quarter increased from
31.9% in 2002 to 34.2% in 2003. Gross earnings as a percent of net sales for the
nine months ended September 30 increased from 30.2% in 2002 to 34.0% in 2003.
The increases in gross earnings as a percent of net sales for the quarter and
nine months ended September 2003 result primarily from the increases in both
wholesale and retail gross margins as a percent of net sales, but are also due
to the increase in retail net sales relative to overall net sales. Retail sales,
which carry a higher margin, comprise 11% of overall net sales to date in 2003
versus 7% last year. This change in mix resulted in an increase of approximately
1% in gross earnings as a percent of net sales for both the three and nine
months ended September 30. Wholesale gross earnings as a percent of net sales
increased from 29.0% for the third quarter of 2002 to 30.5% for the third
quarter of 2003, and from 27.8% for the nine months ended September 30, 2002 to
30.5% for the same period of 2003. Wholesale gross margins have increased due
principally to increases in gross margins at the Florsheim division as sales in
2003 include less obsolete and off price products. Retail gross earnings as a
percent of net sales increased from 61.8% for the third quarter of 2002 to 63.6%
for the third quarter of 2003, and from 60.2% for the nine months ended
September 30, 2002 to 63.2% for the same period of 2003. The increase in retail
gross earnings as a percent of net sales from 2002 to 2003 is primarily
attributable to product mix.
Selling and administrative expenses as a percent of net sales for the third
quarter increased from 19.1% in 2002 to 23.9% in 2003. For the nine months ended
September 30, selling and administrative expenses as a percent of net sales
increased from 19.6% in 2002 to 22.4% in 2003. Wholesale selling and
administrative expenses as a percent of net sales increased from 15.8% for the
quarter ended September 30, 2002 to 20.4% for the quarter ended September 30,
2003, and increased from 17.1% for the nine months ended September 30, 2002 to
19.1% for the same period in 2003. Retail selling and administrative expenses as
a percent of net sales decreased from 52.5% for the quarter ended September 30,
2002 to 49.7% for the quarter ended September 30, 2003, and from 51.5% for the
nine months ended September 30, 2002 to 49.4% for the nine months ended
September 30, 2003.
-9-
In general, increases in wholesale selling and administrative expenses as a
percent of net sales this year were due to increased advertising of the
Florsheim brand, offset by operating efficiencies achieved by the Company since
the acquisition. Retail selling and administrative expenses as a percent of net
sales have decreased since last year, as the Company has been able to reduce the
operating costs of the stores since last year. Overall selling and
administrative expenses as a percent of net sales are affected by these factors,
as well as the previously discussed change in the mix of retail to wholesale net
sales. The retail segment has significantly higher selling and administrative
expenses as a percent of net sales than the wholesale segment.
Interest expense for the quarter ended September 30, 2003 was $422,000 as
compared to $545,000 for the same period in 2002. This decrease is due to the
decrease in the average balance of debt outstanding, which was $34 million for
the third quarter 2003 as compared to $52 million for the third quarter of 2002.
For the nine months ended September 30, 2003, interest expense was $1,084,000 as
compared to $811,000 for the nine months ended September 30, 2002. This increase
is due to a higher level of average debt outstanding for the nine months ended
September 30, 2003, as compared to 2002, which had significantly lower debt
balances prior to the May 20, 2002 acquisition.
The effective tax rate was 28.5% for the quarter ended September 30, 2003, as
compared with 36.9% for the same period of 2002 and 35.6% for the nine months
ended September 30, 2003 as compared with 36.2% for the same period of 2002. The
decrease in the tax rate for the quarter and to date in 2003 is due to the
impact of a favorable settlement of a tax issue which occurred in the third
quarter of 2003.
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
The Company maintains disclosure controls and procedures designed to ensure that
the information the Company must disclose in its filings with the Securities and
Exchange Commission is recorded, processed, summarized and reported on a timely
basis. The Company's principal executive officer and principal financial officer
have reviewed and evaluated the Company's disclosure controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act") as of the end of the period covered by
this report (the "Evaluation Date"). Based on such evaluation, such officers
have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures are effective in bringing to their attention on a timely
basis material information relating to the Company required to be included in
the Company's periodic filings under the Exchange Act.
-10-
There have not been any changes in the Company's internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that
occurred during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
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
was one 8-K filing during the quarter. On July 22, 2003 the Company filed a
press release announcing its results for the quarter ended June 30, 2003.
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 10, 2003 /s/ John Wittkowske
- ----------------- --------------------------------------
Date John Wittkowske
Senior Vice President &
Chief Financial Officer
-11-
WEYCO GROUP, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-9068)
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 10-Q
DATE OF SEPTEMBER 30, 2003
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE TO HEREWITH
- ------ -------------------------------------- ------------ --------
31.1 Certification pursuant to Rule 13a-14 X
(a) or 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley
Act of 2002, Thomas W. Florsheim, Jr.
31.2 Certification pursuant to Rule 13a-14 X
(a) or 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley
Act of 2002, John F. Wittkowske
32.1 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.
32.2 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