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, 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 July 23, 2004 the following shares were outstanding: Common Stock, $1.00 par value 4,415,388 Shares Class B Common Stock, $1.00 par value 1,304,693 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 June 30 December 31 2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents................................. $ 8,759,585 $ 9,091,567 Marketable securities..................................... 2,017,295 4,206,100 Accounts receivable, net.................................. 30,621,665 29,900,197 Accrued income tax receivable............................. 270,380 228,074 Inventories - finished shoes.............................. 50,238,390 43,727,578 Deferred income tax benefits.............................. 1,975,919 2,483,037 Prepaid expenses and other current assets................. 1,115,182 968,264 ------------ ------------ Total current assets.......................................... 94,998,416 90,604,817 MARKETABLE SECURITIES.......................................... 7,905,307 6,273,638 OTHER ASSETS................................................... 13,715,457 13,750,574 PLANT AND EQUIPMENT............................................ 40,837,599 40,914,250 Less - Accumulated depreciation.............................. 11,946,242 11,224,993 ------------ ------------ 28,891,357 29,689,257 TRADEMARK...................................................... 10,867,969 10,867,969 ------------ ------------ $156,378,506 $151,186,255 ============ ============ LIABILITIES & SHAREHOLDERS' INVESTMENT CURRENT LIABILITIES: Short-term borrowings..................................... $ 22,961,572 $ 27,944,830 Accounts payable.......................................... 9,154,141 7,465,606 Dividend payable.......................................... 613,773 563,642 Accrued liabilities....................................... 7,207,606 8,279,846 ------------ ------------ Total current liabilities...................................... 39,937,092 44,253,924 LONG-TERM PENSION LIABILITY.................................... 3,169,263 3,077,285 DEFERRED INCOME TAX LIABILITIES................................ 4,939,645 5,009,158 SHAREHOLDERS' INVESTMENT: Common stock.............................................. 5,720,081 5,630,418 Other shareholders' investment............................ 102,612,425 93,215,470 ------------ ------------ $156,378,506 $151,186,255 ============ ============ See notes to consolidated condensed financial statements. -1- WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS FOR THE PERIODS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED) Three Months ended June 30 Six Months ended June 30 --------------------------------- --------------------------------- 2004 2003 2004 2003 ------------- ------------- ------------- ------------- NET SALES................................................ $ 49,786,360 $ 51,000,284 $ 111,529,729 $ 111,380,208 COST OF SALES............................................ 31,616,365 33,229,404 72,101,075 73,270,016 ------------- ------------- ------------- ------------- Gross earnings............................ 18,169,995 17,770,880 39,428,654 38,110,192 SELLING AND ADMINISTRATIVE EXPENSES...................... 11,806,927 11,951,309 24,583,278 24,553,242 ------------- ------------- ------------- ------------- Earnings from operations.................. 6,363,068 5,819,571 14,845,376 13,556,950 INTEREST INCOME.......................................... 120,143 122,142 241,006 271,968 INTEREST EXPENSE......................................... (98,853) (310,390) (266,338) (662,352) OTHER INCOME AND EXPENSE, net............................ (10,143) 177,121 (43,133) 198,072 ------------- ------------- ------------- ------------- Earnings before provision for income taxes......................... 6,374,215 5,808,444 14,776,911 13,364,638 PROVISION FOR INCOME TAXES............................... 2,400,000 2,215,000 5,650,000 5,100,000 ------------- ------------- ------------- ------------- Net earnings.............................. $ 3,974,215 $ 3,593,444 $ 9,126,911 $ 8,264,638 ============= ============= ============= ============= WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2) Basic.......................................... 5,666,843 5,693,234 5,653,375 5,689,650 Diluted........................................ 5,854,174 5,898,075 5,838,322 5,872,581 EARNINGS PER SHARE (Note 2): Basic.......................................... $ .70 $ .63 $ 1.61 $ 1.45 ============= ============= ============= ============= Diluted........................................ $ .68 $ .61 $ 1.56 $ 1.41 ============= ============= ============= ============= CASH DIVIDENDS PER SHARE................................. $ .11 $ .09 $ .21 $ .18 ============= ============= ============= ============= The accompanying notes to consolidated condensed financial statements are an integral part of these statements. -2- WEYCO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED) 2004 2003 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings ................................................................... $ 9,126,911 $ 8,264,638 Adjustments to reconcile net earnings to net cash provided by operating activities - Depreciation .............................................................. 1,318,821 1,023,686 Amortization .............................................................. 65,801 93,510 Deferred income taxes ..................................................... 437,605 (100,000) Deferred compensation expense ............................................. 27,600 98,646 Pension expense ........................................................... 356,480 300,000 Gain on sale of assets .................................................... (88,392) (22,194) Increase in cash surrender value of life insurance ........................ (204,000) (186,000) Changes in operating assets and liabilities - Accounts receivable ....................................................... (721,468) 2,312,498 Inventories ............................................................... (6,510,812) 4,879,367 Prepaids and other current assets ......................................... (146,918) 228,922 Accounts payable .......................................................... 1,688,535 (5,202,623) Accrued liabilities and other ............................................. (1,318,715) 485,336 Accrued income taxes ...................................................... (42,306) 334,040 ------------ ------------ Net cash provided by operating activities ............................ 3,989,142 12,509,826 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities .............................................. (2,324,390) (3,400,000) Proceeds from maturities of marketable securities .............................. 2,876,603 2,337,462 Purchase of plant and equipment ................................................ (538,288) (5,370,406) Proceeds from sales of plant and equipment ..................................... 95,111 29,123 ------------ ------------ Net cash provided by (used for) investing activities ............................................. 109,036 (6,403,821) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends paid ............................................................ (1,136,363) (1,024,685) Proceeds from stock options exercised .......................................... 1,689,461 261,365 Net (repayments) borrowings under revolving credit agreement ................................................ (4,983,258) 101,687 ------------ ------------ Net cash used for financing activities ............................... (4,430,160) (661,633) ------------ ------------ Net (decrease) increase in cash and cash equivalents ........................... (331,982) 5,444,372 ------------ ------------ CASH AND CASH EQUIVALENTS at beginning of period .................................... $ 9,091,567 $ 7,301,104 ------------ ------------ CASH AND CASH EQUIVALENTS at end of period .......................................... $ 8,759,585 $ 12,745,476 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid, net of refunds .............................................. $ 5,134,500 $ 4,602,590 ============ ============ Interest paid .................................................................. $ 235,850 $ 684,772 ============ ============ See notes to consolidated condensed 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 six months ended June 30, 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: Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ 2004 2003 2004 2003 ------------ ----------- ---------- ---------- Numerator: Net Earnings ......................................... $3,974,215 $3,593,444 $9,126,911 $8,264,638 ========== ========== ========== ========== Denominator: Basic weighted average shares ........................ 5,666,843 5,693,234 5,653,375 5,689,650 Effect of dilutive securities: Employee stock options ............................. 187,331 204,841 184,947 182,931 ---------- ---------- ---------- ---------- Diluted weighted average shares ...................... 5,854,174 5,898,075 5,838,322 5,872,581 ========== ========== ========== ========== Basic earnings per share ............................... $ .70 $ .63 $ 1.61 $ 1.45 ========== ========== ========== ========== Diluted earnings per share ............................. $ .68 $ .61 $ 1.56 $ 1.41 ========== ========== ========== ========== Diluted weighted average shares outstanding for the three months and six months ended June 30, 2004 exclude outstanding options to purchase 5,412 shares of common stock at a weighted-average price of $36.94 because they are antidilutive. Diluted weighted average shares outstanding for the three months and six months ended June 30, 2003 exclude outstanding options to purchase 156,375 shares of common stock at a weighted-average price of $33.69 because they are antidilutive. (3) The components of the Company's net periodic pension cost are: Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ 2004 2003 2004 2003 --------- --------- --------- --------- Benefits earned during the period ....................... $ 196,000 $ 143,000 $ 392,000 $ 286,000 Interest cost on projected benefit obligation ........... 396,000 366,000 792,000 732,000 Expected return on plan assets .......................... (498,000) (418,000) (996,000) (836,000) Net amortization and deferral ........................... 112,000 59,000 168,000 118,000 --------- --------- --------- --------- Net pension expense .................................. $ 206,000 $ 150,000 $ 356,000 $ 300,000 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 periods ended June 30, 2004 and 2003 is: Wholesale Distribution Retail Total ------------ ------------ ------------ THREE MONTHS ENDED JUNE 30 2004 Product sales ............................ $ 42,315,000 $ 6,521,000 $ 48,836,000 Licensing revenues ....................... 950,000 -- 950,000 ------------ ------------ ------------ Net sales .............................. 43,265,000 6,521,000 49,786,000 Earnings from operations ................. 5,335,000 1,028,000 6,363,000 2003 Product sales ............................ $ 44,096,000 $ 6,150,000 $ 50,246,000 Licensing revenues ....................... 754,000 -- 754,000 ------------ ------------ ------------ Net sales .............................. 44,850,000 6,150,000 51,000,000 Earnings from operations ................. 4,802,000 1,018,000 5,820,000 SIX MONTHS ENDED JUNE 30 2004 Product sales ............................ $ 96,856,000 $ 12,972,000 $109,828,000 Licensing revenues ....................... 1,702,000 -- 1,702,000 ------------ ------------ ------------ Net sales .............................. 98,558,000 12,972,000 111,530,000 Earnings from operations ................. 12,920,000 1,925,000 14,845,000 2003 Product sales ............................ $ 98,038,000 11,828,000 $109,866,000 Licensing revenues ....................... 1,514,000 -- 1,514,000 ------------ ------------ ------------ Net sales .............................. 99,552,000 11,828,000 111,380,000 Earnings from operations ................. 11,940,000 1,617,000 13,557,000 (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. -5- 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 2004 2003 2004 2003 ------------- ------------- ------------- ------------- Net earnings, as reported ......................................... $ 3,974,215 $ 3,593,444 $ 9,126,911 $ 8,264,638 Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects ......................... 64,126 265,159 64,126 348,329 ------------- ------------- ------------- ------------- Pro forma net income .............................................. $ 3,910,089 $ 3,328,285 $ 9,062,785 $ 7,916,309 ------------- ------------- ------------- ------------- Earnings per share Basic - as reported .............................................. $ .70 $ .63 $ 1.61 $ 1.45 Basic - pro forma ................................................ $ .69 $ .58 $ 1.60 $ 1.39 Diluted - as reported ............................................ $ .68 $ .61 $ 1.56 $ 1.41 Diluted - pro forma .............................................. $ .67 $ .56 $ 1.55 $ 1.35 (6) Comprehensive income for the periods ended June 30, 2004 and 2003 is as follows (in thousands): Three Months Ended June 30 Six Months ended June 30 2004 2003 2004 2003 ------- ------- ------- ------- Net earnings........................................................ $ 3,974 $ 3,593 $ 9,127 $ 8,265 Foreign currency translation adjustments...................................................... (61) 266 (143) 438 ------- ------- ------- ------- Total comprehensive income..................................... $ 3,913 $ 3,859 $ 8,984 $ 8,703 The components of Accumulated Other Comprehensive Loss as recorded on the accompanying balance sheets are as follows (in thousands): June 30, 2004 December 31, 2003 ------------- ----------------- Foreign currency translation adjustments.......... $(34) $109 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW The Company 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, Nunn Bush NXXT, Brass Boot, Stacy Adams and SAO by Stacy Adams. 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 department store chains, shoe store chains, specialty shoe stores and shoe boutiques primarily in North America, with some distribution in Europe. The Company also has a retail division, which consists of 29 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. -6- Overall, net earnings increased from $3,593,000, or $.61 per diluted share for the second quarter of 2003, to $3,974,000, or $.68 per diluted share for the second quarter of 2004. For the six months ended June 30, net earnings increased from $8,265,000, or $1.41 per diluted share in 2003, to $9,127,000 or $1.56 per diluted share in 2004. A 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 $10,777,000 at June 30, 2004 as compared with $13,298,000 at December 31, 2003. To date in 2004, the primary source of cash was operations, while the primary use of cash was the repayment of long term debt. Net cash provided by operating activities to date in 2004 decreased by $8.5 million compared with the same period in 2003. This was primarily due to a buildup of inventory in the second quarter of 2004 to cover increased bookings. Cash flows from investing activities increased, as the Company had $5.1 million of capital expenditures in 2003 related to the construction project to expand and reconfigure its distribution center. In 2004, capital expenditures have returned to normal levels. Cash flows used for financing activities increased in 2004 due to repayments of borrowings. As of June 30, 2004, the Company had a total of $50 million available under its existing borrowing facility, of which total borrowings were $23 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 June 30, 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 decreased 2.4%, from $51,000,000 for the second quarter of 2003 to $49,786,000 for the second quarter of 2004. This resulted from a decrease in wholesale net sales, which was partially offset by increases in licensing revenues and retail net sales. Wholesale net sales for the current quarter were $42,315,000 as compared with $44,096,000 for the same period in 2003. Retail net sales for the quarter ended June 30, 2004 were $6,521,000 as compared with $6,150,000 in 2003. Licensing revenues were $950,000 for the quarter ended June 30, 2004 as compared with $754,000 in 2003. -7- The decrease in wholesale net sales for the quarter was due to decreases in the Company's Stacy Adams, Nunn Bush, and Florsheim division's net sales of 4.0%, ..8% and 5.2%, respectively. The decline in the Stacy Adams division net sales was due to decreases in the SAO by Stacy Adams sub-brand, which focuses on the casual "streetwear" market. Stacy Adams dress shoe net sales increased over last year. Nunn Bush division net sales remained relatively flat for the quarter, reflecting the consistent nature of the brand. Florsheim sales are down due entirely to lower sales of the FLS by Florsheim sub-brand, which focuses on a more moderate tier of distribution. This is consistent with management's strategy to reposition the Florsheim brand and align it with department stores and "better" shoe and clothing stores that provide an environment and image that properly represent the brand. All other Florsheim sales increased for the quarter. On the retail side, the increase in net sales of 6.0% for the quarter was consistent with the increase in same store sales of 6.8%. One store closed in May, 2004. The increase in retail sales reflects the improved retail environment this year. For the six months ended June 30, net sales were flat, at $11,530,000 in 2004 and $11,380,000 in 2003. Wholesale net sales were $96,856,000 for the six months ended June 30, 2004 as compared with $98,038,000 for the same period in 2003. Retail net sales for the six months ended June 30, 2004 were $12,972,000 as compared with $11,828,000 for the same period in 2003. Licensing revenues were $1,702,000 for the six months ended June 30, 2004 and $1,513,000 for the same period in 2003. In the wholesale division, sales in the Company's Stacy Adams and Nunn Bush divisions were up 3.6% and 1.4%, for the six months ended June 30, while Florsheim division sales were down 6.8%. The increase at Stacy Adams is due to increases in the dress shoe business. Nunn Bush is consistent with last year. The decrease at Florsheim is due to the previously mentioned decreases in FLS. Retail sales for the period are up 9.7%. This is consistent with the 11.4% increase in same store net sales, which reflects the improved retail environment this year. Gross earnings as a percent of net sales for the second quarter increased from 34.8% in 2003 to 36.5% in 2004. Gross earnings as a percent of net sales for the six months ended June 30 increased from 34.2% in 2003 to 35.4% in 2004. Wholesale gross earnings as a percent of net sales increased from 29.7% for the second quarter of 2003 to 30.5% for the second quarter of 2004, and from 29.7% for the six months ended June 30, 2003 to 30.9% for the same period of 2004. Retail gross earnings as a percent of net sales were flat at 63.7% for the second quarter of 2004 and 2003, and were also flat at 62.9% for the six months ended June 30, 2004 and 2003. The increases in gross earnings as a percent of net sales for the quarter and six months ended June 30, 2004 as compared with 2003 are due to changes in product mix and a reduction in closeout sales in 2004. Selling and administrative expenses as a percent of net sales were flat at 23.7% and 23.4% for the second quarter of 2004 and 2003. For the six months ended June 30, selling and administrative expenses as a percent of net sales were flat at 22.0% in 2004 and 2003. -8- Interest expense for the quarter ended June 30, 2004 was $99,000 as compared to $310,000 for the same period in 2003. For the six months ended June 30, 2004, interest expense was $266,000 as compared to $662,000 for the six months ended June 30, 2003. The decrease is primarily due to a reduction in the average balance of borrowings. The effective tax rate was 38% for the second quarter and six months ended June 30, 2004 and 2003. 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. 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. -9- 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 June 30, 2004. Considering previous years' repurchases, as of June 30, 2004 the Company had 813,100 shares of Common Stock remaining under the program. The repurchase authorization does not expire. 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 filed during the quarter. On April 26, 2004 the Company filed a press release announcing its results for the quarter ended March 31, 2004. -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. July 30, 2004 /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, 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