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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 June 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
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Commission file number 0-9068
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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
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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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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
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As of July 31, 2003 the following shares were outstanding:
Common Stock, $1.00 par value 2,926,768 Shares
Class B Common Stock, $1.00 par value 874,546 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
ASSETS
------
June 30 December 31
2003 (Unaudited) 2002
---------------- --------------
CURRENT ASSETS:
Cash and cash equivalents $ 12,745,476 $ 7,301,104
Marketable securities 1,655,001 2,099,140
Accounts receivable, net 29,858,297 32,170,795
Accrued income tax receivable 674,039 1,008,079
Inventories -
Finished shoes 44,499,435 48,951,574
Shoes in process 68,748 337,221
Raw materials and supplies 293,383 452,138
------------ ------------
Total inventories 44,861,566 49,740,933
Deferred income tax benefits 2,443,000 2,421,000
Prepaid expenses and other current assets 574,186 803,108
------------ ------------
Total current assets 92,811,565 95,544,159
MARKETABLE SECURITIES 9,532,805 8,026,127
OTHER ASSETS 9,576,380 9,683,252
PLANT AND EQUIPMENT 36,346,754 31,087,254
Less - Accumulated depreciation 9,834,655 8,927,271
------------ ------------
Plant and Equipment, net 26,512,099 22,159,983
TRADEMARK 10,612,970 10,821,681
------------ ------------
$149,045,819 $146,235,202
============ ============
LIABILITIES & SHAREHOLDERS' INVESTMENT
--------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 6,066,090 $ 11,268,713
Dividend payable 531,736 490,810
Accrued liabilities 8,482,986 8,473,373
------------ ------------
Total current liabilities 15,080,812 20,232,896
DEFERRED INCOME TAX LIABILITIES 3,338,000 3,416,000
LONG-TERM DEBT 37,903,679 37,801,992
SHAREHOLDERS' INVESTMENT:
Common stock 3,798,614 3,789,064
Other shareholders' investment 88,924,714 80,995,250
------------ ------------
$149,045,819 $146,235,202
============ ============
The accompanying notes to consolidated condensed financial statements are an
integral part of these balance sheets.
-1-
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
FOR THE PERIODS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
Three Months ended June 30 Six Months ended June 30
----------------------------------- -----------------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
NET SALES $ 51,000,284 $ 32,532,514 $ 111,380,208 $ 68,254,863
COST OF SALES 33,386,388 22,444,040 73,581,488 48,689,318
------------- ------------- ------------- -------------
Gross earnings 17,613,896 10,088,474 37,798,720 19,565,545
SELLING AND ADMINISTRATIVE EXPENSES 11,794,325 7,506,185 24,241,770 13,693,321
------------- ------------- ------------- -------------
Earnings from operations 5,819,571 2,582,289 13,556,950 5,872,224
INTEREST INCOME 122,142 216,403 271,968 483,206
INTEREST EXPENSE (310,390) (249,996) (662,352) (266,352)
OTHER INCOME AND EXPENSE, net 177,121 292 198,072 (17,058)
------------- ------------- ------------- -------------
Earnings before provision for
income taxes 5,808,444 2,548,988 13,364,638 6,072,020
PROVISION FOR INCOME TAXES 2,215,000 900,000 5,100,000 2,150,000
------------- ------------- ------------- -------------
Net earnings $ 3,593,444 $ 1,648,988 $ 8,264,638 $ 3,922,020
============= ============= ============= =============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING
(Note 4)
Basic 3,795,489 3,758,318 3,793,100 3,752,818
Diluted 3,932,050 3,840,569 3,915,054 3,820,698
EARNINGS PER SHARE (Note 4):
Basic $.95 $.44 $2.18 $1.05
==== ==== ===== =====
Diluted $.91 $.43 $2.11 $1.03
==== ==== ===== =====
CASH DIVIDENDS PER SHARE $.14 $.13 $.27 $.25
==== ==== ===== =====
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
-2-
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 12,509,826 $ 6,666,688
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Florsheim business -- (47,467,870)
Purchase of marketable securities (3,400,000) (5,504,235)
Proceeds from maturities of marketable securities 2,337,462 6,158,289
Purchase of plant and equipment (5,370,406) (6,338,547)
Proceeds from sales of plant and equipment 29,123 --
------------ ------------
Net cash used for investing activities (6,403,821) (53,152,363)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (1,024,685) (937,872)
Shares purchased and retired -- (195,500)
Proceeds from stock options exercised 261,365 394,499
Net borrowings (repayments) under
revolving credit agreement 101,687 44,367,226
Debt issuance costs -- (345,000)
------------ ------------
Net cash (used for) provided by financing activities (661,633) 43,283,353
------------ ------------
Net increase (decrease) in cash and
cash equivalents 5,444,372 (3,202,322)
CASH AND CASH EQUIVALENTS at beginning
of period 7,301,104 16,850,998
------------ ------------
CASH AND CASH EQUIVALENTS at end
of period $ 12,745,476 $ 13,648,676
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 4,602,590 $ 2,703,007
============ ============
Interest paid $ 684,772 $ 115,882
============ ============
The accompanying notes to consolidated condensed financial statements are an
integral part of these 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 six
months ended June 30, 2003, are not necessarily indicative of results for
the full year.
(2) 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. 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 second quarter of 2003, the Company finalized the purchase price
allocation which resulted in a $209,000 reduction 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):
Three Months ended June 30, 2002 Six Months ended June 30, 2002
-------------------------------- ------------------------------
Net Sales $45,278 $101,455
Net Earnings $2,753 $5,793
Basic Earnings Per Share $.73 $1.54
Diluted Earnings Per Share $.72 $1.52
(3) 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.
-4-
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.
(4) The following table sets forth the computation of net earnings per share
and diluted net earnings per share:
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
Numerator:
Net Earnings ..................... $3,593,444 $1,648,988 $8,264,638 $3,922,020
========== ========== ========== ==========
Denominator:
Basic weighted average shares .... 3,795,489 3,758,318 3,793,100 3,752,818
Effect of dilutive securities:
Employee stock options ......... 136,561 82,251 121,954 67,880
---------- ---------- ---------- ----------
Diluted weighted average shares .. 3,932,050 3,840,569 3,915,054 3,820,698
========== ========== ========== ==========
Basic earnings per share ........... $.95 $.44 $2.18 $1.05
==== ==== ===== =====
Diluted earnings per share ......... $.91 $.43 $2.11 $1.03
==== ==== ===== =====
Diluted weighted average shares outstanding for 2003 exclude outstanding
options to purchase 104,250 shares of common stock at a weighted-average
price of $50.54 because they are antidilutive. Diluted weighted average
shares outstanding for 2002 include all outstanding options, as none were
antidilutive.
-5-
(5) The Company continues to operate in two business segments: wholesale
distribution and retail sales of men's footwear. Summarized segment data
for June 30, 2003 and 2002 is:
Wholesale
Distribution Retail Total
-------------- ------------ ------------
THREE MONTHS ENDED JUNE 30
--------------------------
2003
----
Net Sales ........................... $ 44,850,000 $ 6,150,000 $ 51,000,000
Earnings from operations ............ 4,802,000 1,018,000 5,820,000
2002
----
Net Sales ........................... $ 29,603,000 $ 2,930,000 $ 32,533,000
Earnings from operations ............ 2,212,000 370,000 2,582,000
SIX MONTHS ENDED JUNE 30
--------------------------
2003
----
Net Sales ........................... $ 99,552,000 $ 11,828,000 $111,380,000
Earnings from operations ............ 11,940,000 1,617,000 13,557,000
2002
----
Net Sales ........................... $ 64,236,000 $ 4,019,000 $ 68,255,000
Earnings from operations ............ 5,560,000 312,000 5,872,000
(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 June 30 Six Months ended June 30
2003 2002 2003 2002
---------- ---------- ---------- ----------
Net earnings, as reported .................... $3,593,444 $1,648,988 $8,264,638 $3,922,020
Deduct: Total stock-based employee
compensation expense determined
under the fair value based method for
all awards, net of related tax effects ... 265,159 -- 348,329 142,653
---------- ---------- ---------- ----------
Pro forma net income ......................... $3,328,285 $1,648,988 $7,916,309 $3,779,367
---------- ---------- ---------- ----------
Earnings per share
Basic - as reported ........................ $.95 $.44 $2.18 $1.05
Basic - pro forma .......................... $.88 $.44 $2.09 $1.01
Diluted - as reported ...................... $.91 $.43 $2.11 $1.03
Diluted - pro forma ........................ $.85 $.43 $2.02 $.99
-6-
(7) Comprehensive income for the periods ended June 30, 2003 and 2002 is as
follows (in thousands):
Three Months Ended June 30 Six Months ended June 30
2003 2002 2003 2002
------ ------ ------ ------
Net earnings $3,593 $1,649 $8,265 $3,922
Foreign currency translation
adjustments 266 -- 438 --
--------- ---------- -------- ----------
Total comprehensive income $3,859 $1,649 $8,703 $3,922
The components of Accumulated Other Comprehensive Loss as recorded on the
accompanying balance sheets are as follows (in thousands):
June 30, 2003 December 31, 2002
------------- -----------------
Foreign currency translation adjustments $206 $(232)
Additional minimum pension liability, net
net of tax of $553 (864) (864)
------ ---------
Accumulated other comprehensive loss $(658) $(1,096)
(8) 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 will be issued on October 1, 2003, to shareholders of record on
August 29, 2003. No earnings per share information in this document has
been adjusted 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.
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 2 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 $14,400,000 at June 30, 2003 as
compared with $9,400,000 at December 31, 2002. In the second quarter of 2003,
the primary sources of cash were operations and proceeds from the maturities of
marketable securities. The primary uses of cash were purchases of marketable
securities and plant and equipment.
-7-
Net cash provided by operating activities to date in 2003 increased by $5.8
million compared with the same period in 2002. Increases in net earnings for the
period accounted for most of the increase, while decreases in inventories also
had a positive impact on operating cash flows. These improvements were partially
offset by the decrease in accounts payable for the period.
In late 2002, the Company began a $9 million construction project to expand and
reconfigure the distribution center to more efficiently handle the increased
volumes resulting from the acquisition. Through June 30, 2003, approximately
$5.1 million has been spent on this project, of which $4.3 million was paid in
2003. Draws are made on the revolving line of credit as needed to fund
expenditures. At June 30, 2003, $38 million was outstanding under the line of
credit facility. The Company was in compliance with all debt covenants as of
June 30, 2003.
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 2003.
RESULTS OF OPERATIONS
Overall net sales increased 57%, from $32,533,000 for the second quarter of 2002
to $51,000,000 for the second quarter of 2003. The increase resulted from
increases in wholesale and retail net sales. Wholesale net sales for the current
quarter were $44,850,000 as compared with $29,603,000 for the same period in
2002. Retail net sales for the quarter ended June 30, 2003 were $6,150,000 as
compared with $2,930,000 in 2002.
For the six months ended June 30, net sales increased 63%, from $68,255,000 in
2002 to $111,380,000 in 2003. Wholesale net sales were $99,552,000 for the six
months ended June 30, 2003 as compared with $64,236,000 for the same period in
2002. Retail net sales for the six months ended June 30, 2003 were $11,828,000
as compared with $4,019,000 for the same period in 2002.
The increases in net sales for the quarter are primarily due to the acquisition
of the domestic wholesale business and twenty-three retail stores of Florsheim
Group, Inc. on May 20, 2002. The increases in net sales for the second quarter
relating to Florsheim's wholesale and retail operations were $13.1 million and
$3.5 million, respectively. The Company's Nunn Bush and Stacy Adams divisions
also contributed to the increases with net sales for the second quarter up 5%
and 10%, respectively.
For the six months ended June 30, the increases in net sales between years
relating to Florsheim's wholesale and retail operations were $30.1 million and
$8.4 million, respectively. In addition, the year to date net sales of both the
Nunn Bush and Stacy Adams divisions increased 7% between years.
-8-
Gross earnings as a percent of net sales for the second quarter increased from
31.0% in 2002 to 34.5% in 2003. Gross earnings as a percent of net sales for the
six months ended June 30 increased from 28.7% in 2002 to 33.9% in 2003. The
increases in gross earnings as a percent of net sales for the quarter and six
months ended June 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 10.6% of overall net sales to date in 2003 versus 5.9%
last year. This change in mix resulted in an increase of approximately 1.5% in
gross earnings as a percent of net sales for both the three and six months ended
June 30. Wholesale gross earnings as a percent of net sales increased from 28.1%
for the second quarter of 2002 to 30.5% for the second quarter of 2003, and from
26.8% for the six months ended June 30, 2002 to 30.5% for the same period of
2003. Retail gross earnings as a percent of net sales increased from 60.5% for
the second quarter of 2002 to 63.7% for the second quarter of 2003, and from
58.1% for the six months ended June 30, 2002 to 62.9% for the same period of
2003. Increases in wholesale and retail gross earnings as a percent of net sales
from 2002 to 2003 are primarily attributable to changes in the mix of product
sold.
Selling and administrative expenses as a percent of net sales were flat at 23.1%
for the second quarter of 2002 and 2003. For the six months ended June 30,
selling and administrative expenses as a percent of net sales increased from
20.1% in 2002 to 21.8% in 2003. Wholesale selling and administrative expenses as
a percent of net sales decreased from 20.6% for the quarter ended June 30, 2002
to 19.8% for the quarter ended June 30, 2003, and increased from 18.2% for the
six months ended June 30, 2002 to 18.5% for the same period in 2003. Retail
selling and administrative expenses as a percent of net sales decreased from
47.8% for the quarter ended June 30, 2002 to 47.1% for the quarter ended June
30, 2003, and from 50.3% for the six months ended June 30, 2002 to 49.3% for the
six months ended June 30, 2003.
In general, changes in wholesale selling and administrative expenses as a
percent of net sales include increases this year 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 June 30, 2003 was $310,000 as compared to
$250,000 for the same period in 2002. For the six months ended June 30, 2003,
interest expense was $662,000 as compared to $266,000 for the six months ended
June 30, 2002. The increase in interest expense between periods was due to the
borrowings under the revolving credit agreement in the second quarter of 2002 to
fund the acquisition, and borrowings (net of repayments) in 2003 to fund the
expansion of the distribution center.
-9-
The effective tax rate was 38% for the second quarter and six months ended June
30, 2003, as compared with 35% for the second quarter and six months ended June
30, 2002. The increase in the effective tax rate between years is primarily due
to an increased federal statutory rate of 35% which applies to the Company this
year, as compared with 34% last year. Also, tax-exempt municipal bond income
decreased this year relative to pretax earnings, resulting in an increase in the
effective tax rate.
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.
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 filed during the quarter. On April 21, 2003 the Company filed a press
release announcing its results for the quarter ended March 31, 2003.
-10-
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.
August 1, 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 JUNE 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