1 FORM 10-Q SECURITIES & EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 --------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- -------------- Commission file number 0-9068 ------------------- WEYCO GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) WISCONSIN 39-0702200 - ------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 234 East Reservoir Avenue P. O. Box 1188 Milwaukee, Wisconsin 53201 ---------------------------------------- (Address of principal executive offices) (Zip Code) (414) 263-8800 ---------------------------------------------------- (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 --- --- As of April 28, 1997 the following shares were outstanding. Common Stock, $1.00 par value 1,260,783 Shares Class B Common Stock, $1.00 par value 326,692 Shares 2 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 March 31 December 31 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 2,185,275 $ 6,837,765 Marketable securities 7,076,991 8,179,263 Accounts receivable, net 24,905,215 18,235,404 Inventories - Finished shoes 6,302,669 11,984,639 Shoes in process 85,986 331,718 Raw materials and supplies 51,095 83,087 ----------- ----------- Total inventories 6,439,750 12,399,444 ----------- ----------- Deferred income tax benefits 2,326,000 2,161,000 Prepaids and other current assets 32,530 -- ----------- ----------- Total current assets 42,965,761 47,812,876 MARKETABLE SECURITIES 23,285,159 16,440,201 DEFERRED INCOME TAX BENEFIT 199,000 33,000 OTHER ASSETS 6,240,295 6,138,205 PLANT AND EQUIPMENT 8,431,288 8,679,517 Less - Accumulated depreciation (6,046,590) (6,026,644) ----------- ----------- 2,384,698 2,652,873 ----------- ----------- $75,074,913 $73,077,155 =========== =========== LIABILITIES & SHAREHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable $ 4,256,533 $ 6,793,555 Dividend payable 349,245 349,354 Accrued liabilities 6,855,194 5,837,753 Accrued income taxes 2,472,690 992,241 ----------- ----------- Total current liabilities 13,933,662 13,972,903 SHAREHOLDERS' INVESTMENT: Common stock 1,587,475 1,587,475 Other shareholders' investment 59,553,776 57,516,777 ----------- ----------- $75,074,913 $73,077,155 =========== =========== -1- 3 WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 1997 1996 ----------- ----------- NET SALES $34,153,469 $34,171,997 COST OF SALES 24,871,844 25,501,400 ----------- ----------- Gross earnings 9,281,625 8,670,597 SELLING AND ADMINISTRATIVE EXPENSES 5,572,783 6,022,804 ----------- ----------- Earnings from operations 3,708,842 2,647,793 INTEREST AND OTHER INCOME, Net 127,402 301,177 ----------- ----------- Earnings before provision for income taxes 3,836,244 2,948,970 PROVISION FOR INCOME TAXES 1,450,000 1,091,000 ----------- ----------- Net earnings $ 2,386,244 $ 1,857,970 =========== =========== WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (Note 2) 1,587,475 1,689,875 PER SHARE (Note 2) Net earnings $1.50 $1.10 ===== ===== Cash dividends $ .22 $ .21 ===== ===== -2- 4 WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH, 1997 AND 1996 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 1,523,675 $ 939,017 ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (7,972,422) (2,548,374) Proceeds from sales of marketable securities 2,229,736 5,141,669 Purchase of plant and equipment (23,234) (123,593) Other (61,000) (109,844) ----------- ------------ Net cash (used for) provided by investing activities (5,826,920) 2,359,858 CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends paid (349,245) (397,113) Shares purchased and retired -- (10,412,611) Proceeds from stock options exercised -- 14,500 ----------- ------------ Net cash used for financing activities (349,245) (10,795,224) ----------- ------------ Net decrease in cash and cash equivalents (4,652,490) (7,496,349) CASH AND CASH EQUIVALENTS at beginning of period 6,837,765 11,247,137 ------------ ------------ CASH AND CASH EQUIVALENTS at end of period $ 2,185,275 $ 3,750,788 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $ 301,000 $ 245,281 ============ ============ -3- 5 NOTES: (1) In the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial information have been made. The results of operations for the three months ended March 31, 1997, are not necessarily indicative of results for the full year. (2) Earnings per share are computed based on the weighted average number of common and common equivalent shares outstanding. Common equivalent shares consist of stock options which have a dilutive effect when applying the treasury stock method and are considered when material. The Company intends to adopt Statement of Accounting Standards No. 128, "Earnings Per Share," for the year ended December 31, 1997 and will restate prior period earnings per share as required. The adoption of this standard is not expected to have a material impact on previously reported earnings per share. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity The Company's primary source of liquidity is its cash and marketable securities which aggregated approximately $32,547,000 at March 31, 1997, compared with $31,457,000 at December 31, 1996. In addition, the Company maintains a $7,500,000 bank line of credit and has banker acceptance loan facilities to provide funds on a short-term basis when necessary. The Company did not make any borrowings under these facilities during the first three months of 1997. The Company has historically generated adequate cash flow from operations to meet working capital requirements. The Company believes that available cash and marketable securities, cash provided from operations and available borrowing facilities will provide adequate support for the cash needs of the business. In April 1997, the Company announced its plan to build a 370,000 square foot building in Glendale, Wisconsin, to house its corporate offices and warehouse and distribution facilities. The building is scheduled to open July 1, 1998. The estimated cost of the building and related equipment is $12 million. Results of Operations Total net sales were flat for the three months ended March 31, 1997 compared with the same period in 1996. Net sales in the wholesale division increased $659,000 (2%) from $31,293,000 in 1996 to $31,952,000 in 1997. Retail net sales decreased 23% from $2,879,000 in the first quarter of 1996 to $2,201,000 in the first quarter of 1997 as a result of the closing of 13 leased departments in 1996. -4- 6 For the first quarter, gross earnings as a percent of net sales was 27.2%, up from 25.4% in 1996. Gross earnings in 1996 included a $600,000 loss reserve for the closing of the 13 leased departments which occurred in 1996. Excluding this reserve, gross earnings would have been 27.1% in 1996. For the first quarter, selling and administrative expenses decreased $450,000 between 1996 and 1997. As a percent of sales, selling and administrative expenses decreased from 17.6% in 1996 to 16.3% in 1997. This decrease also resulted from the closing of the 13 leased departments in 1996. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders was held April 22, 1997 to elect two members to the Board of Directors. John W. Florsheim and Frederick P. Stratton, Jr. were nominated for election to the Board of Directors for terms of three years. A total of 3,538,165 votes were cast for each nominee, and 12,410 votes were withheld for Mr. Florsheim and 9,550 shares were withheld for Mr. Stratton. Item 6. Exhibits and Reports on Form 8-K None 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. - --------------------- ------------------------- Date John Wittkowske Vice President-Finance Chief Financial Officer -5-