8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):     August 3, 2010

WEYCO GROUP, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	0-9068	39-0702200
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333 W. Estabrook Blvd. P. O. Box 1188 Milwaukee, WI	53201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 414-908-1600

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

The following information is being furnished under Item 2.02 of Form 8-K:

On August 3, 2010 Weyco Group, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2010.  A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.  The information under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01  Financial Statements and Exhibits

(d)   Exhibits

99.1 Press release issued by the registrant on August 3, 2010.

Signature

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 hereunto duly authorized.

Date:    August 3, 2010	WEYCO GROUP, INC.
	/s/  John Wittkowske
	John Wittkowske
	Senior Vice President/CFO

Exhibit Index

99.1 Press release, dated August 3, 2010

EX-99.1

WEYCO REPORTS SECOND QUARTER SALES AND EARNINGS

(Milwaukee, Wisconsin---August 3, 2010) Weyco Group, Inc. (NASDAQ:WEYS) today announced financial results for the quarter ended June 30, 2010.

Net sales for the second quarter were $48.7 million, a decrease of 3% from second quarter 2009 sales of $50.1 million.  Net earnings for the quarter were $1.3 million, down from $2.2 million in 2009.  Net earnings included a decrease of $0.8 million resulting from exchange gains and losses on intercompany loans between the U.S. and Florsheim Australia.  These amounts are included in other income and expense on the statement of earnings.  Diluted earnings per share were $.11 per share in 2010 as compared with $.19 per share in the second quarter of 2009.

Net sales in the North American wholesale segment, which include North American wholesale sales and licensing revenues, were $35.3 million for the second quarter of 2010, compared with $35.9 million in the same period in 2009.  Wholesale sales were $34.8 million in the second quarter of 2010, down from $35.4 million in 2009.   Licensing revenues were $470,000 in 2010 and $552,000 in 2009.  Wholesale net sales of Stacy Adams footwear were up 2%, while sales of the Nunn Bush brand were flat and Florsheim were down 7%.

Net sales in the North American retail segment, which include sales from the Company’s 35 Florsheim retail stores in the U.S. and its Internet business, were $5.3 million in the second quarter of 2010, compared with $5.4 million in the second quarter of 2009. One retail store closed during the second quarter 2010.  Same store sales were down 1%.

Other net sales, which include wholesale and retail sales in Europe, Australia, Asia and South Africa, were $8.1 million in the second quarter of 2010, compared to $8.7 million in 2009.  The majority of the decrease occurred in the Australian wholesale business.

Operating earnings for the second quarter of 2010 were $1.7 million, down from $2.2 million in 2009.  As a percent of sales, operating earnings were 3.5% in 2010 and 4.4% in 2009. The decrease in operating earnings for the second quarter was primarily due to decreased sales volume.

Earnings before tax were $1.9 million for the second quarter of 2010 compared to $3.7 million last year.  This decrease is caused by the $500,000 decrease in operating earnings and a decrease in other income and expense of $1.3 million, resulting from a $1.2 million ($0.8 million after tax) decrease in the exchange gains and losses recognized on intercompany loans between the U.S. and Florsheim Australia.  In the second quarter of 2010, a loss of $344,000 was incurred versus a gain of $870,000 in 2009.

“The retail environment continues to be challenging,” stated Tom Florsheim, Jr., Chairman and CEO of Weyco Group.  “After an initial uptick in demand in the first quarter, consumers have once again returned to a more cautious approach to discretionary spending.  In addition, retailers continue to closely monitor their inventory levels.  We are looking forward to the fall when we have a number of different product launches being delivered.  We continue to invest in our brands and work with our retail partners to build our businesses.”

Weyco Group will host a conference call on August 4, 2010, at 11:00 a.m. Eastern Time to discuss the second quarter financial results in more detail.  To participate in the call please dial 888-713-4209 or 617-213-4863, referencing passcode #96346059, five minutes before the start of the call. A replay will be available for one week beginning about one hour after the completion of the call by dialing 888-286-8010 or 617-801-6888, referencing passcode #14909398.  Alternatively, the conference call and replay will be available by visiting the investor relations section of Weyco Group’s website at www.weycogroup.com.

About Weyco Group:

Weyco Group, Inc., designs and markets moderately priced and better-grade men’s branded footwear for casual, fashion, and dress lifestyles.  The principal brands of shoes sold by the Company are Florsheim, Nunn Bush, Stacy Adams and Umi.  The Company’s products are sold to shoe specialty stores, department stores and clothing retailers.  Weyco Group, Inc. operates wholesale and retail businesses in the United States, Canada, Europe, Australia, South Africa and Asia Pacific.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Various factors could cause the results of Weyco Group to be materially different from any future results expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, the Company’s ability to: (i) successfully market and sell its products in a highly competitive industry and in view of changing consumer trends, consumer acceptance of products and other factors affecting retail market conditions; (ii) procure its products from independent manufacturers; and (iii) other factors, including changes in foreign exchange rates and those detailed from time to time in Weyco Group’s filings made with the SEC.   Weyco Group undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

For more information, contact:

John Wittkowske

Senior Vice President and Chief Financial Officer

414-908-1600

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(In thousands, except per share amounts)
Net sales	$	48,724		$	50,053		$	109,762		$	108,961
Cost of sales		30,066			31,142			67,696			70,359
Gross earnings		18,658			18,911			42,066			38,602
Selling and administrative expenses		16,972			16,709			34,939			33,066
Earnings from operations		1,686			2,202			7,127			5,536
Interest income		607			566			1,105			1,019
Interest expense		(87	)		(2	)		(87	)		(25	)
Other income and (expense), net		(351	)		893			(218	)		799
Earnings before provision for income taxes		1,855			3,659			7,927			7,329
Provision for income taxes		774			1,165			2,864			2,475
Net earnings		1,081			2,494			5,063			4,854
Net (loss) earnings attributable to noncontrolling interest		(201	)		309			(76	)		164
Net earnings attributable to Weyco Group, Inc.	$	1,282		$	2,185		$	5,139		$	4,690
Weighted average shares outstanding
Basic		11,326			11,253			11,309			11,266
Diluted		11,533			11,542			11,514			11,513
Earnings per share
Basic	$	0.11		$	0.19		$	0.45		$	0.42
Diluted	$	0.11		$	0.19		$	0.45		$	0.41
Cash dividends per share	$	0.16		$	0.15		$	0.31		$	0.29

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
	2010			2009
	(Dollars in thousands)
ASSETS:
Cash and cash equivalents	$	13,109		$	30,000
Marketable securities, at amortized cost		5,529			3,954
Accounts receivable, net		31,518			33,020
Accrued income tax receivable		735			-
Inventories		37,266			40,363
Prepaid expenses and other current assets		3,497			3,922
Total current assets		91,654			111,259
Marketable securities, at amortized cost		59,342			42,823
Deferred income tax benefits		2,509			2,261
Other assets		15,374			13,070
Property, plant and equipment, net		26,011			26,872
Trademark		10,868			10,868
Total assets	$	205,758		$	207,153
LIABILITIES AND EQUITY:
Accounts payable	$	6,591		$	9,202
Dividend payable		1,812			1,693
Accrued liabilities		7,675			7,846
Accrued income taxes		-			1,241
Deferred income tax liabilities		351			295
Total current liabilities		16,429			20,277
Long-term pension liability		19,343			18,533
Common stock		11,353			11,333
Capital in excess of par value		18,242			16,788
Reinvested earnings		147,140			146,241
Accumulated other comprehensive loss		(10,578	)		(10,066	)
Total Weyco Group, Inc. equity		166,157			164,296
Noncontrolling interest		3,829			4,047
Total equity		169,986			168,343
Total liabilities and equity	$	205,758		$	207,153

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED)

	2010			2009
	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	5,063		$	4,854
Adjustments to reconcile net earnings to net cash provided by operating activities -
Depreciation		1,386			1,435
Amortization		60			47
Net foreign currency transaction losses (gains)		213			(758	)
Deferred income taxes		(475	)		(212	)
Stock-based compensation		569			429
Pension expense		1,624			1,424
Loss on disposal of fixed assets		-			14
Increase in cash surrender value of life insurance		(120	)		(114	)
Change in operating assets and liabilities -
Accounts receivable		1,995			423
Inventories		2,843			10,724
Prepaids and other current assets		175			1,136
Accounts payable		(2,574	)		(1,514	)
Accrued liabilities and other		(900	)		1,488
Accrued income taxes		(1,972	)		1,406
Net cash provided by operating activities		7,887			20,782
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses		(2,509	)		(9,320	)
Purchase of marketable securities		(21,802	)		(405	)
Proceeds from maturities of marketable securities		3,648			4,245
Life insurance premiums paid		(155	)		(155	)
Purchase of property, plant and equipment		(646	)		(590	)
Net cash used for investing activities		(21,464	)		(6,225	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from noncontrolling interest		-			1,314
Cash dividends paid		(3,401	)		(3,184	)
Shares purchased and retired		(753	)		(2,440	)
Proceeds from stock options exercised		607			520
Net (repayments) borrowings under revolving credit agreement		-			(1,250	)
Income tax benefits from share-based compensation		331			134
Net cash used for financing activities		(3,216	)		(4,906	)
Effect of exchange rate changes on cash		(98	)		-
Net (decrease) increase in cash and cash equivalents		(16,891	)		9,651
CASH AND CASH EQUIVALENTS at beginning of period	$	30,000		$	11,486
CASH AND CASH EQUIVALENTS at end of period	$	13,109		$	21,137
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net of refunds	$	5,352		$	1,183
Interest paid	$	82		$	28