-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VJ+jnf0L5KUCnq/fXihnWTJeqNRIhXGwACROz3/ZblqBM9LGLghe8G/pYgAqrlKK v70bHD4qzNs1QhVwI8HsHg== 0000950137-04-003740.txt : 20040507 0000950137-04-003740.hdr.sgml : 20040507 20040507162453 ACCESSION NUMBER: 0000950137-04-003740 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEYCO GROUP INC CENTRAL INDEX KEY: 0000106532 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 390702200 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09068 FILM NUMBER: 04789492 BUSINESS ADDRESS: STREET 1: 333 W ESTABROOK BOULEVARD CITY: GLENDALE STATE: WI ZIP: 43312 BUSINESS PHONE: 4149081600 MAIL ADDRESS: STREET 1: 333 W ESTABROOK BOULEVARD CITY: GLENDALE STATE: WI ZIP: 43312 FORMER COMPANY: FORMER CONFORMED NAME: WEYENBERG SHOE MANUFACTURING CO DATE OF NAME CHANGE: 19900514 10-Q 1 c85251e10vq.txt QUARTERLY REPORT 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, 2004 -------------------------- 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.) 333 W. Estabrook Boulevard P. O. Box 1188 Milwaukee, Wisconsin 53201 ----------------------------------------------- (Address of principal executive offices) (Zip Code) (414) 908-1600 ------------------------------------------------------------------------------ (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 April 26, 2004 the following shares were outstanding: Common Stock, $1.00 par value 4,338,875 Shares Class B Common Stock, $1.00 par value 1,306,043 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 accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) ASSETS
March 31 December 31 2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 7,911,001 $ 9,091,567 Marketable securities 3,729,197 4,206,100 Accounts receivable, net 38,835,619 29,900,197 Accrued income tax receivable -- 228,074 Inventories -- finished shoes 36,736,510 43,727,578 Deferred income tax benefits 1,985,878 2,483,037 Prepaid expenses and other current assets 949,681 968,264 ------------ ------------ Total current assets 90,147,886 90,604,817 MARKETABLE SECURITIES 7,535,243 6,273,638 OTHER ASSETS 13,730,819 13,750,574 PLANT AND EQUIPMENT 40,651,798 40,914,250 Less - Accumulated depreciation 11,310,433 11,224,993 ------------ ------------ 29,341,365 29,689,257 TRADEMARK 10,867,969 10,867,969 ------------ ------------ $151,623,282 $151,186,255 ============ ============
LIABILITIES & SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES: Short-term borrowings $ 24,969,660 $ 27,944,830 Accounts payable 5,813,425 7,465,606 Dividend payable 555,462 563,642 Accrued liabilities 6,310,449 8,279,846 Accrued income taxes 2,263,958 -- ------------ ------------ Total current liabilities 39,912,954 44,253,924 LONG-TERM PENSION LIABILITY 3,109,154 3,077,285 DEFERRED INCOME TAX LIABILITIES 5,006,478 5,009,158 SHAREHOLDERS' INVESTMENT: Common stock 5,644,918 5,630,418 Other shareholders' investment 97,949,778 93,215,470 ------------ ------------ $151,623,282 $151,186,255 ============ ============
See notes to consolidated condensed financial statements. -1- WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)
2004 2003 ------------ ------------ NET SALES $ 61,743,369 $ 60,379,924 COST OF SALES 40,484,710 40,195,100 ------------ ------------ Gross earnings 21,258,659 20,184,824 SELLING AND ADMINISTRATIVE EXPENSES 12,776,351 12,447,444 ------------ ------------ Earnings from operations 8,482,308 7,737,380 INTEREST INCOME 120,863 149,826 INTEREST EXPENSE (167,485) (351,962) OTHER INCOME (EXPENSE) (32,990) 20,950 ------------ ------------ Earnings before provision for income taxes 8,402,696 7,556,194 PROVISION FOR INCOME TAXES 3,250,000 2,885,000 ------------ ------------ Net earnings $ 5,152,696 $ 4,671,194 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2) Basic 5,637,793 5,685,509 Diluted 5,837,573 5,843,840 EARNINGS PER SHARE (Note 2) Basic $ .91 $ .82 ============ ============ Diluted $ .88 $ .80 ============ ============ CASH DIVIDENDS PER SHARE $ .10 $ .09 ============ ============
See notes to consolidated condensed financial statements. -2- WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)
2004 2003 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings .............................................................. $ 5,152,696 $ 4,671,194 Adjustments to reconcile net earnings to net cash provided by operating activities -- Depreciation ......................................................... 678,422 667,439 Amortization ......................................................... 48,649 46,755 Deferred income taxes ................................................ 494,479 111,000 Deferred compensation expense ........................................ 17,400 49,323 Pension expense ...................................................... 150,000 150,000 Gain on sale of assets ............................................... (84,704) -- Increase in cash surrender value of life insurance ................... (102,000) (93,000) Changes in operating assets and liabilities -- Accounts receivable .................................................. (8,935,422) (9,044,392) Inventories .......................................................... 6,991,068 (1,457,116) Prepaids and other current assets .................................... 18,584 323,253 Accounts payable ..................................................... (1,652,181) 6,843,872 Accrued liabilities and other ........................................ (2,103,152) (1,091,131) Accrued income taxes ................................................. 2,492,032 3,548,331 ----------- ----------- Net cash provided by operating activities ....................... 3,165,871 4,725,528 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities ......................................... (1,412,909) (700,000) Proceeds from maturities of marketable securities ......................... 626,313 1,216,390 Purchase of plant and equipment ........................................... (345,023) (1,038,628) Proceeds from sales of plant and equipment ................................ 90,611 -- ----------- ----------- Net cash used for investing activities .......................... (1,041,008) (522,238) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends paid ....................................................... (572,272) (490,810) Proceeds from stock options exercised ..................................... 242,013 64,025 Net (repayments) borrowings under revolving credit agreement ........................................... (2,975,170) 3,150,717 ----------- ----------- Net cash (used for) provided by financing activities ............ (3,305,429) 2,723,932 ----------- ----------- Net (decrease) increase in cash and cash equivalents ...................... (1,180,566) 6,927,222 ----------- ----------- CASH AND CASH EQUIVALENTS at beginning of period ............................... $ 9,091,567 $ 7,301,104 ----------- ----------- CASH AND CASH EQUIVALENTS at end of period ..................................... $ 7,911,001 $14,228,326 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid, net of refunds ......................................... $ 129,500 $ (937,710) =========== =========== Interest paid ............................................................. $ 153,745 $ 396,679 =========== ===========
See notes to consolidated condensed 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 ended March 31, 2004, are not necessarily indicative of results for the full year. (2) The following table sets forth the computation of net earnings per share and diluted net earnings per share:
March 31, 2004 March 31, 2003 -------------- -------------- Numerator: Net Earnings ................................ $ 5,152,696 $ 4,671,194 ============== ============== Denominator: Basic weighted average shares .............. 5,637,793 5,685,509 Effect of dilutive securities: Employee stock options ................... 199,780 158,331 -------------- -------------- Diluted weighted average shares ............. 5,837,573 5,843,840 ============== ============== Basic earnings per share ...................... $ .91 $ .82 ============== ============== Diluted earnings per share .................... $ .88 $ .80 ============== ==============
Diluted weighted average shares outstanding for the first quarter of 2004 exclude outstanding options to purchase 5,412 shares of common stock at a price of $36.94 because they are antidilutive. Diluted weighted average shares outstanding for the first quarter of 2003 include all outstanding options, as none are antidilutive. (3) The components of the Company's net periodic pension cost are:
March 31, 2004 March 31, 2003 -------------- -------------- Benefits earned during the period ....................... $ 196,000 $ 143,000 Interest cost on projected benefit obligation ........... 396,000 366,000 Expected return on plan assets .......................... (498,000) (418,000) Net amortization and deferral ........................... 56,000 59,000 -------------- -------------- Net pension expense .................................. $ 150,000 $ 150,000
The Company has not and does not expect to make any contributions to its defined benefit pension plan in 2004. -4- (4) The Company continues to operate in two business segments: wholesale distribution and retail sales of men's footwear. Summarized segment data for the quarters ended March 31, 2004 and 2003 is:
Wholesale Distribution Retail Total ----------- ----------- ----------- MARCH 31, 2004 Product sales .................... $54,540,000 $ 6,451,000 $60,991,000 Licensing revenues ............... 752,000 -- 752,000 ----------- ----------- ----------- Net sales ..................... 55,292,000 6,451,000 61,743,000 Earnings from operations ......... 7,585,000 897,000 8,482,000 MARCH 31, 2003 Product sales .................... $53,944,000 $ 5,679,000 $59,623,000 Licensing revenues ............... 757,000 -- 757,000 ----------- ----------- ----------- Net sales ..................... 54,701,000 5,679,000 60,380,000 Earnings from operations .......... 7,138,000 599,000 7,737,000
(5) 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 quarterly net earnings per share as if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation", as amended by SFAS No. 148, to stock-based employee compensation.
March 31 March 31 2004 2003 ------------- ------------- Net earnings, as reported ......................... $ 5,152,696 $ 4,671,194 Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects ........ -- 83,170 ------------- ------------- Pro forma net income .............................. $ 5,152,696 $ 4,588,024 ============= ============= Earnings per share Basic - as reported ............................. $ .91 $ .82 Basic - pro forma ............................... $ .91 $ .81 Diluted - as reported ........................... $ .88 $ .80 Diluted - pro forma ............................. $ .88 $ .79
-5- (6) Comprehensive income for the three months ended March 31, 2004 and 2003 is as follows (in thousands):
Three Months Ended -------------------------- March 31 March 31 2004 2003 ------- --------- Net earnings $5,153 $4,671 Foreign currency translation adjustments (82) 173 ------ ------ Total comprehensive income $5,071 $4,844 ====== ======
The components of Accumulated Other Comprehensive Income as recorded on the accompanying balance sheets are as follows (in thousands):
March 31 December 31 2004 2003 -------- ----------- Foreign currency translation adjustments $27 $109
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW The Company is a distributor of men's casual, dress and fashion shoes under the Florsheim, Nunn Bush, Nunn Bush NXXT, Brass Boot, Stacy Adams and SAO by Stacy Adams brand names. Inventory is purchased from third party overseas manufacturers. The majority of foreign-sourced purchases are denominated in U.S. dollars. The Company's products are sold to shoe specialty stores, department stores and clothing retailers primarily in North America, with some distribution in Europe. The Company also has a retail division, which consists of 30 Company-owned retail stores in the United States and three in Europe. Sales in retail outlets are made directly to consumers by Company employees. The Company also has licensing agreements with third parties who sell its branded shoes overseas, as well as licensing agreements with apparel and accessory manufacturers in the United States. As such, the Company's results are primarily impacted by the economic conditions and the retail environment in the United States. Overall, net earnings increased from $4,671,000, or $.80 per diluted share for the first quarter of 2003, to $5,153,000, or $.88 per diluted share for the first quarter of 2004. For the first quarter of 2004, the Company had increases in both its wholesale and retail operations. These increases along with a 1% increase in overall gross margins resulted in the increase in earnings for the quarter. A more detailed analysis of operating results follows. LIQUIDITY & CAPITAL RESOURCES The Company's primary source of liquidity is its cash and short-term marketable securities, which aggregated approximately $11,640,000 at March 31, 2004 as compared with $13,298,000 at December 31, 2003. In the first quarter of 2004, the primary source of cash was operations, while the primary use of cash was the repayment of long term debt. -6- Net cash provided by operating activities for the first quarter of 2004 was down $1.6 million compared with the same period in 2003. The increase in net earnings of $.5 million, offset by a $1.5 million deferred compensation payment (which is included in accrued liabilities and other) were the principal items affecting the change in cash provided by operations. The changes in inventory and accounts payable are due to timing, and together had no impact on the decrease in operating cash flows. The increase in net cash used for investing activities is primarily due to an increase in marketable securities during the first quarter of 2004, as compared with a decrease during the same period of 2003. This is due to differences in the timing of investments and maturities between periods. Also, in the first quarter of 2003, $600,000 of the $1 million of capital expenditures was related to the 2003 expansion and reconfiguration of the Company's distribution center. The lower capital spending in 2004 represents a more normal level of quarterly expenditures. Cash flows from financing activities decreased due to first quarter 2004 repayments of borrowings. As of March 31, 2004, the Company had a total of $50 million available under its existing borrowing facility, of which total borrowings were $25.0 million. This facility includes certain financial covenants, including minimum net worth levels, minimum levels of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and a minimum ratio of funded debt to EBITDA. As of March 31, 2004 the Company was in compliance with all covenants. The Company intends to use its 2004 operating cash flows primarily to reduce outstanding borrowings and pay dividends. The Company believes that available cash and marketable securities, cash provided by operations, and available borrowing facilities will provide adequate support for the cash needs of the business in 2004. RESULTS OF OPERATIONS Overall net sales increased 2.3%, from $60,380,000 for the first quarter of 2003 to $61,743,000 for the first quarter of 2004. The increase resulted from increases in both the wholesale and retail divisions. Wholesale net sales for the current quarter were $54.5 million versus $53.9 million in the first quarter last year. This increase resulted from increases of 9% and 1% in the Stacy Adams and Nunn Bush divisions, respectively, while Florsheim division sales were down 11% for the quarter. The increase in the Stacy Adams division was due to a 16% increase in the Company's dress shoe business. The decrease in the Florsheim division sales was due to the Company discontinuing distribution to several retailers whose image and environment was not appropriate for the Florsheim brand. The Company also sold less closeout product in 2004. While sales of Florsheim product were down, the Company still expects to show an increase in Florsheim sales for 2004. Retail net sales were $6.5 million this year, compared with $5.7 million last year. Same store sales increased 13% in the first quarter of 2004. Also included in overall net sales are licensing revenues of $752,000 in the first quarter of 2004 as compared with $757,000 in the same period of 2003. -7- Gross earnings as a percent of net sales increased from 33.4% for the first quarter of 2003 to 34.4% for the first quarter of 2004. This is the result of increased gross earnings as a percent of net sales in the wholesale division, which increased from 30.4% in 2003 to 31.2% in 2004. Retail gross margins were flat. The increase in wholesale gross margins resulted from an increase in margins at the Company's Florsheim division. This increase resulted from a reduction of closeout sales. However, the gross margin dollars generated from the increase in gross margin percentages offset the loss in gross margins dollars resulting from the decrease in volume for the Florsheim division. Margins at the Company's Stacy Adams and Nunn Bush divisions were flat. Selling and administrative expenses as a percent of net sales were 20.6% for the first quarter of 2003 versus 20.7% in 2004. Wholesale selling and administrative expenses as a percent of net sales were 17.4% in 2003 and 17.5% in 2004, and retail selling and administrative expenses as a percent of net sales were 51.6% in 2003 and 48.2% in 2004. The decrease in retail selling and administrative expenses as a percent of net sales is primarily due to the fixed component, principally rent and occupancy costs, of selling and administrative expenses relative to net sales. Interest income for the first quarter of 2004 was $121,000 as compared with $150,000 for the same period in 2003. This decrease was due to reductions in the average balance of cash and marketable securities outstanding between 2003 and 2004. Interest expense for the first quarter of 2004 was $167,000 as compared with $352,000 for the first quarter of 2003. The decrease is primarily due to a reduction in the average balance of borrowings. The effective tax rate for the first quarter of 2004 is 38.7% as compared with 38.2% in 2003. This slight increase is due to decreased municipal bond income this year relative to pre-tax earnings, which results in an increase in the effective tax rate. FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements with respect to the Company's outlook for the future. These statements represent the Company's reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. These factors could include significant adverse changes in the economic conditions affecting overseas suppliers or the men's footwear markets served by the Company. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes from those reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. -8- 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. 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 have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART II. OTHER INFORMATION Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities In April 1998, the Company first authorized a stock repurchase program to purchase 750,000 shares of its common stock in open market transactions at prevailing prices. In April 2000 and again in May 2001, the Board of Directors extended the stock repurchase program to cover the repurchase of 750,000 additional shares. Therefore, 2.25 million shares have been authorized for repurchase since the program began. The Company did not repurchase any shares under the program during the quarter ended March 31, 2004. Considering previous years' repurchases, as of March 31, 2004 the Company had 813,100 shares of Common Stock remaining under the program. The repurchase authorization does not expire. -9- Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders was held April 27, 2004 to elect two members to the Board of Directors. Thomas W. Florsheim and Leonard J. Goldstein were nominated for election to the Board of Directors for terms of three years. A total of 4,986,563 votes were cast for the nominees, with 4,693,929 votes cast for and 292,634 votes withheld for Mr. Florsheim, and 4,965,533 votes cast for and 21,030 votes withheld for Mr. Goldstein. Thomas W. Florsheim, Jr. and Robert Feitler continue as Directors of the Company for a term expiring in 2005. Virgis W. Colbert, John W. Florsheim, and Frederick P. Stratton continue as Directors of the Company for a term expiring in 2006. 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 February 23, 2004, the Company filed a press release announcing its results for the quarter ended December 31, 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. May 7, 2004 /s/ John F. Wittkowske - -------------------- ----------------------- Date John F. Wittkowske Senior Vice President Chief Financial Officer -10- WEYCO GROUP, INC. (THE "REGISTRANT") (COMMISSION FILE NO. 0-9068) EXHIBIT INDEX TO CURRENT REPORT ON FORM 10-Q DATE OF March 31, 2004
INCORPORATED EXHIBIT HEREIN BY FILED NUMBER DESCRIPTION REFERENCE TO HEREWITH - ------ -------------------------------------------- ------------ -------- 31.1 Certification of Principal Executive Officer X 31.2 Certification of Principal Financial Officer X 32.1 Section 906 Certification of Chief Executive Officer X 32.2 Section 906 Certification of Chief Financial Officer X
EX-31.1 2 c85251exv31w1.txt CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER EXHIBIT 31.1 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 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 report; 4. The registrant's other certifying officer(s) 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 have: a) designed such disclosure controls and procedures or caused such disclosure controls to be designed under our supervision 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 annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 7, 2004 /s/ Thomas W. Florsheim, Jr. ---------------------------- Thomas W. Florsheim, Jr. Chairman and CEO EX-31.2 3 c85251exv31w2.txt CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER EXHIBIT 31.2 I, John F. Wittkowske, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Weyco Group, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 report; 4. The registrant's other certifying officer(s) 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 have: a) designed such disclosure controls and procedures or caused such disclosure controls to be designed under our supervision 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 annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 7, 2004 /s/ John F. Wittkowske --------------------------------- John F. Wittkowske Senior Vice President/CFO EX-32.1 4 c85251exv32w1.txt SECTION 906 CERTIFICATION OF CEO EXHIBIT 32.1 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Weyco Group, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2004 as filed with the Securities & Exchange Commission on the date hereof (the "Report"), I, Thomas W. Florsheim, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Thomas W. Florsheim, Jr. - ------------------------------- Thomas W. Florsheim, Jr. Chief Executive Officer May 7, 2004 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in type form within the electronic version of this written statement required by Section 906, has been provided to Weyco Group, Inc. and will be retained by Weyco Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.2 5 c85251exv32w2.txt 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 32.2 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Weyco Group, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2004 as filed with the Securities & Exchange Commission on the date hereof (the "Report"), I, John F. Wittkowske, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John F. Wittkowske - ---------------------------- John F. Wittkowske Chief Financial Officer May 7, 2004 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in type form within the electronic version of this written statement required by Section 906, has been provided to Weyco Group, Inc. and will be retained by Weyco Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----