UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

x~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the quarterly period ended ~~September 30, 2017~~March 31, 2022

◻	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨~~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~~000-09068

WEYCO GROUP, INC.

(Exact name of registrant as specified in its charter)

WISCONSIN

~~WEYCO GROUP, INC.~~

39-0702200

~~(Exact name of registrant as specified in its charter)~~

~~WISCONSIN~~	~~39-0702200~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock - $1.00 par value per share		WEYS		The Nasdaq Stock Market

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.

Yesx☒ No¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

~~Yes~~x No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐

Accelerated Filer ☒

Non-Accelerated Filer ☐

Smaller Reporting Company ☒

Emerging Growth Company ☐

~~Large Accelerated Filer~~¨ ~~Accelerated Filer~~x ~~Non-Accelerated Filer~~¨ ~~Smaller Reporting Company~~¨ ~~Emerging Growth Company~~¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨☐ Nox⌧

As of ~~October 31, 2017,~~April 22, 2022, there were ~~10,192,905~~9,635,433 shares of common stock outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The following consolidated condensed balance sheet as of December 31, 2021, which has been derived from audited financial statements, and the unaudited interim consolidated condensed financial statements have been prepared by Weyco Group, Inc. ~~(the~~(“we,” “our,” “us,” and the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although ~~the Company believes~~we believe that the disclosures made are adequate to make the information not misleading. ~~It is suggested that~~Please read these consolidated condensed financial statements ~~be read~~ in conjunction with the financial statements and notes thereto included in ~~the Company’s~~our latest annual report on Form 10-K.

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

September 30, December 31,
2017 2016
(Dollars in thousands)
ASSETS:
Cash and cash equivalents $ 6,704 $ 13,710
Marketable securities, at amortized cost 11,354 4,601
Accounts receivable, net 56,271 50,726
Income tax receivable 781 789
Inventories 57,692 69,898
Prepaid expenses and other current assets 3,010 6,203
Total current assets 135,812 145,927

Marketable securities, at amortized cost 18,273 21,061
Deferred income tax benefits 707 660
Property, plant and equipment, net 32,371 33,717
Goodwill 11,112 11,112
Trademarks 32,978 32,978
Other assets 22,984 22,785
Total assets $ 254,237 $ 268,240

LIABILITIES AND EQUITY:
Short-term borrowings $ 4,772 $ 4,268
Accounts payable 5,001 11,942
Dividend payable - 2,192
Accrued liabilities 12,207 10,572
Total current liabilities 21,980 28,974

Deferred income tax liabilities 3,096 703
Long-term pension liability 23,724 27,801
Other long-term liabilities 2,269 2,482

Common stock 10,197 10,505
Capital in excess of par value 53,258 50,184
Reinvested earnings 147,951 157,468
Accumulated other comprehensive loss (14,997 ) (16,569 )
Total Weyco Group, Inc. equity 196,409 201,588
Noncontrolling interest 6,759 6,692
Total equity 203,168 208,280
Total liabilities and equity $ 254,237 $ 268,240


	March 31,		December 31,
	2022		2021

	(Dollars in thousands)
ASSETS:
Cash and cash equivalents	$	24,150	$	19,711
Investments, at fair value		106		8,122
Marketable securities, at amortized cost		719		219
Accounts receivable, net		51,871		53,287
Income tax receivable		—		495
Inventories		62,056		71,026
Prepaid expenses and other current assets		4,124		4,317
Total current assets		143,026		157,177

Marketable securities, at amortized cost		9,023		9,996
Deferred income tax benefits		1,098		1,063
Property, plant and equipment, net		28,986		29,202
Operating lease right-of-use assets		8,790		9,543
Goodwill		12,317		12,317
Trademarks		34,768		34,768
Other assets		23,778		23,601
Total assets	$	261,786	$	277,667

LIABILITIES AND EQUITY:
Accounts payable	$	6,251	$	19,234
Operating lease liabilities		3,451		3,593
Accrued liabilities		7,768		11,681
Accrued income tax payable		952		—
Total current liabilities		18,422		34,508

Deferred income tax liabilities		5,003		5,026
Long-term pension liability		27,480		27,776
Operating lease liabilities		6,887		7,520
Other long-term liabilities		1,626		1,442
Total liabilities		59,418		76,272

Common stock		9,634		9,709
Capital in excess of par value		69,076		68,718
Reinvested earnings		147,777		147,762
Accumulated other comprehensive loss		(24,119)		(24,794)
Total equity		202,368		201,395
Total liabilities and equity	$	261,786	$	277,667

The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In thousands, except per share amounts)

Net sales $ 76,906 $ 79,069 $ 203,479 $ 214,836
Cost of sales 47,438 49,747 126,693 136,096
Gross earnings 29,468 29,322 76,786 78,740

Selling and administrative expenses 21,666 21,568 63,635 64,751
Earnings from operations 7,802 7,754 13,151 13,989

Interest income 193 190 572 584
Interest expense - (61 ) (7 ) (228 )
Other expense, net (53 ) (311 ) (243 ) (850 )

Earnings before provision for income taxes 7,942 7,572 13,473 13,495

Provision for income taxes 3,022 2,871 5,135 5,084

Net earnings 4,920 4,701 8,338 8,411

Net (losses) earnings attributable to noncontrolling interest (14 ) 101 (70 ) 124

Net earnings attributable to Weyco Group, Inc. $ 4,934 $ 4,600 $ 8,408 $ 8,287

Weighted average shares outstanding
Basic 10,160 10,461 10,299 10,556
Diluted 10,218 10,516 10,360 10,605

Earnings per share
Basic $ 0.49 $ 0.44 $ 0.82 $ 0.79
Diluted $ 0.48 $ 0.44 $ 0.81 $ 0.78

Cash dividends declared (per share) $ 0.22 $ 0.21 $ 0.65 $ 0.62

Comprehensive income $ 5,452 $ 5,218 $ 10,251 $ 10,400

Comprehensive income attributable to noncontrolling interest 25 235 271 376

Comprehensive income attributable to Weyco Group, Inc. $ 5,427 $ 4,983 $ 9,980 $ 10,024


	Three Months Ended March 31,
	2022		2021

	(In thousands, except per share amounts)

Net sales	$	81,360	$	46,900
Cost of sales		52,232		27,595
Gross earnings		29,128		19,305

Selling and administrative expenses		23,697		17,671
Earnings from operations		5,431		1,634

Interest income		91		131
Interest expense		(1)		(7)
Other (expense) income, net		(6)		138

Earnings before provision for income taxes		5,515		1,896

Provision for income taxes		1,462		571

Net earnings		4,053		1,325

Weighted average shares outstanding
Basic		9,596		9,680
Diluted		9,647		9,686

Earnings per share
Basic	$	0.42	$	0.14
Diluted	$	0.42	$	0.14

Cash dividends declared (per share)	$	0.24	$	0.24

Comprehensive income	$	4,728	$	1,365

The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.

WEYCO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,
2017 2016
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 8,338 $ 8,411
Adjustments to reconcile net earnings to net cash provided by operating activities -
Depreciation 2,971 2,708
Amortization 265 288
Bad debt expense 350 96
Deferred income taxes 2,192 1,537
Net foreign currency transaction gains (61 ) (389 )
Stock-based compensation 1,174 1,121
Pension contributions (4,000 ) (2,400 )
Pension expense 746 2,500
Increase in cash surrender value of life insurance (250 ) (250 )
Changes in operating assets and liabilities -
Accounts receivable (5,703 ) (3,714 )
Inventories 12,195 26,641
Prepaid expenses and other assets 3,167 800
Accounts payable (6,838 ) (7,699 )
Accrued liabilities and other 1,879 (1,023 )
Accrued income taxes 22 (839 )
Excess tax benefits from stock-based compensation (30 ) -
Net cash provided by operating activities 16,417 27,788

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities (14,719 ) (3,605 )
Proceeds from maturities of marketable securities 10,710 4,190
Life insurance premiums paid (155 ) (155 )
Purchases of property, plant and equipment (1,406 ) (4,872 )
Net cash used for investing activities (5,570 ) (4,442 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (8,877 ) (8,678 )
Cash dividends paid to noncontrolling interest of subsidiary (204 ) (170 )
Shares purchased and retired (11,621 ) (9,368 )
Proceeds from stock options exercised 2,013 585
Taxes paid related to the net share settlement of equity awards (51 ) -
Payment of contingent consideration - (5,217 )
Proceeds from bank borrowings 20,651 91,729
Repayments of bank borrowings (20,147 ) (95,568 )
Excess tax benefits from stock-based compensation - 3
Net cash used for financing activities (18,236 ) (26,684 )

Effect of exchange rate changes on cash and cash equivalents 383 252

Net decrease in cash and cash equivalents $ (7,006 ) $ (3,086 )

CASH AND CASH EQUIVALENTS at beginning of period 13,710 17,926

CASH AND CASH EQUIVALENTS at end of period $ 6,704 $ 14,840

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net of refunds $ 2,829 $ 4,083
Interest paid $ 7 $ 228


	Three Months Ended March 31,
	2022		2021

	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	4,053	$	1,325
Adjustments to reconcile net earnings to net cash provided by operating activities -
Depreciation		604		623
Amortization		71		82
Bad debt expense		15		17
Deferred income taxes		(111)		39
Net foreign currency transaction losses (gains)		32		(115)
Share-based compensation expense		350		545
Increase in cash surrender value of life insurance		(150)		(150)
Changes in operating assets and liabilities -
Accounts receivable		1,395		2,273
Inventories		8,980		11,700
Prepaid expenses and other assets		89		572
Accounts payable		(12,966)		(1,839)
Accrued liabilities and other		(3,578)		(1,425)
Accrued income taxes		1,447		522
Net cash provided by operating activities		231		14,169

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of marketable securities		475		1,720
Purchases of investment securities		—		(20,011)
Proceeds from sale of investment securities		8,050		—
Purchases of property, plant and equipment		(352)		(73)
Net cash provided by (used for) investing activities		8,173		(18,364)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid		(2,297)		(2,319)
Shares purchased and retired		(1,797)		(1,079)
Proceeds from stock option exercised		11		—
Net cash used for financing activities		(4,083)		(3,398)

Effect of exchange rate changes on cash and cash equivalents		118		(23)

Net increase (decrease) in cash and cash equivalents	$	4,439	$	(7,616)

CASH AND CASH EQUIVALENTS at beginning of period		19,711		32,476

CASH AND CASH EQUIVALENTS at end of period	$	24,150	$	24,860

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net of refunds	$	75	$	24
Interest paid	$	1	$	7

The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.

NOTES:

~~Financial Statements~~

1.Financial Statements

In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the ~~three and nine months~~three-month period ended ~~September 30, 2017,~~March 31, 2022, may not necessarily be indicative of the results for the full year.

Use of Estimates

~~New Accounting Pronouncements~~

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and during the reporting period. Actual results specifically related to inventory reserves, realizability of deferred tax assets, goodwill and trademarks could materially differ from those estimates, which would impact the reported amounts and disclosures in the consolidated financial statements and accompanying notes.

2.New Accounting Pronouncement

Not Yet Adopted

In ~~March 2017,~~June 2016, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued Accounting Standards Update (“ASU”) ~~No. 2017-07~~2016-13, ~~“Improving the Presentation~~Financial Instruments – Credit Losses: Measurements of ~~Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost”~~Credit Losses on Financial Instruments~~(“ASU 2017-07”)~~. This ~~new standard requires that employers disaggregate~~ASU modifies the ~~service~~measurement of expected credit losses of certain financial instruments, and applies to financial assets measured at amortized cost, ~~component from the other components of~~including loans, held-to-maturity debt securities, net ~~periodic pension cost~~investments in the income statement. The service cost component should be included in the same line item as other compensation costs rendered by employees, while the other cost components should be presented outside of earnings from operations. The Company adopted ASU 2017-07 effective January 1, 2017leases, and retrospectively applied it to all periods presented. Accordingly, the service cost component of net periodic pension cost was included within selling and administrative expenses while the other cost components were classified in other expense, net, in the Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited). See Note 8.

~~In March 2016, the FASB issued ASU No. 2016-09, "~~~~Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”~~ (“ASU 2016-09”). This new standard simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements,trade accounts receivable as well as ~~specifies the classification of~~ certain ~~cash flows associated with share-based payment transactions within the statements of cash flows.~~off-balance sheet credit exposures, such as loan commitments. The ~~Company~~guidance must be adopted ~~ASU 2016-09 effective January 1, 2017. The adoption of this standard resulted~~using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the ~~following:~~

The prospective recognition of excess tax benefits or deficiencies within the provision for income taxes in the income statement. Prior to the adoption of the new standard, these amounts would have been recorded within capital in excess of par value on the balance sheet. This change may create volatility in the Company’s future effective tax rate.

Accounting rules require the use of the treasury stock method when calculating potential common shares used to determine diluted earnings per share. The new standard requires that the calculation of diluted earnings per share under the treasury stock method exclude the amount of excess tax benefits that would have been recognized within capital in excess of par value on the balance sheet. This change was adopted prospectively and had an immaterial impact on the Company’s weighted average diluted shares outstanding for the quarter and year-to-date periods.

The new standard requires that excess tax benefits from share-based payment awards be reported as operating activities in the cash flow statement. Previously, these cash flows were included in financing activities. This change was adopted prospectively, and had an immaterial impact on the Consolidated Condensed Statements of Cash Flows (Unaudited) for the year-to-date period.

The new standard requires that cash flows related to employee taxes paid for withheld shares be presented as a financing activity in the cash flow statement. Previously, accounting rules did not specify where such cash flows should be reported. This change was retrospectively applied to all periods presented, and had an immaterial impact on the Consolidated Condensed Statements of Cash Flows (Unaudited) for the year-to-date period.

~~The Company elected not to change its policy on accounting for forfeitures, and will continue to estimate forfeitures expected to occur to determine the amount~~period of stock-based compensation expense recognized in each period. Finally, the Company will continue to allow its employees to withhold up to the minimum statutory withholding requirements, as allowed under the new standard.

~~ASU No. 2014-09, "~~~~Revenue from Contracts with Customers~~," outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. Additional ASUs have also been issued as part of the overall new revenue guidance. The new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The standard allows the Company to transition to the new model using either a full or modified retrospective approach.adoption. This ~~guidance~~ASU will be effective for the ~~Company’s interim and annual periods beginning January 1, 2018.~~

~~The~~ Company plans to complete an assessment of its revenue streams during the fourth quarter of 2017. Based on its assessment to date, the Company does not expect that the adoption of this new standard will have a material impact on its consolidated financial statements. The Company is continuing its assessment, which may identify other impacts. The Company currently plans to adopt the new standard in the first quarter of ~~2018.~~2023. The Company is currently ~~planning to adopt this standard using the modified retrospective approach.~~

~~In February 2016, the FASB issued ASU No. 2016-02 “~~~~Leases.~~” This new standard requires lessees to recognize the rights and obligations created by finance and operating leases with terms exceeding 12 months as assets and liabilities on their balance sheets. The amendments in this update are effective for fiscal years beginning after December 15, 2018 and interim periods therein. The Company is currently assessingevaluating the impact ~~of the adoption of~~ this ~~standard~~ASU will have on its consolidated financial ~~statements.~~statements and related disclosures.

~~Reclassifications~~

3. Acquisition

Certain prior year amounts in the Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited) were reclassified to conform to current year presentation. For the three and nine months ended September 30, 2016,On June 7, 2021, the Company ~~reclassified $424,000~~acquired substantially all of the operating assets and ~~$1,272,000, respectively,~~certain liabilities of ~~expense from selling~~Forsake, Inc. (“Forsake”) a distributor of outdoor footwear, under the brand name “Forsake.” The principal assets acquired were inventory, accounts receivable, and ~~administrative expenses~~intellectual property, including the Forsake brand name. The aggregate purchase price was approximately $2.6 million, plus contingent payments to ~~other expense, net. These amounts represent~~be paid annually over a period of five years, depending on Forsake achieving certain performance measures. The Company’s estimate of the ~~non-service cost components~~discounted fair value of ~~net periodic pension cost for~~ the ~~periods then ended, and were reclassified~~contingent payments was approximately $1.3 million in total. The $2.6 million purchase price was funded with the Company’s available cash. Transaction costs incurred in connection with the ~~adoption~~acquisition were not material to the Company’s financial statements.

The fair values assigned to the assets acquired and liabilities assumed were:


Accounts receivable, net	$	143
Inventories		619
Prepaid expenses and other current assets		72
Property, plant and equipment, net		17
Goodwill		1,205
Trademark		1,900
Accrued liabilities		(48)
	$	3,908

The Company recorded $3.1 million of ~~ASU 2017-07. These reclassifications had no effect~~intangible assets, including $1.2 million of goodwill, which has been allocated to the wholesale and retail segments as of the acquisition date. Goodwill reflects the excess purchase price over the fair value of net assets. All of this goodwill is deductible for tax purposes. The trademark will not be amortized, but instead tested for impairment on ~~previously reported~~an annual basis.

The accompanying consolidated condensed financial statements include the results of Forsake from the date of acquisition through March 31, 2022. For the three months ended March 31, 2022, Forsake’s net ~~earnings~~sales totaled approximately $0.7 million, of which $0.4 million was recognized in the wholesale segment and $0.3 million was recognized in the retail segment. Pro forma financial information is not presented as the effects of this acquisition are not material to the Company’s results of operations or ~~equity.~~financial position.

~~Earnings Per Share~~

4.Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


									Three Months Ended March 31,
									2022		2021
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In thousands, except per share amounts)
									(In thousands, except per share amounts)
Numerator:
Net earnings attributable to Weyco Group, Inc.	$	4,934	$	4,600	$	8,408	$	8,287

Net earnings									$	4,053	$	1,325

Denominator:
Basic weighted average shares outstanding		10,160		10,461		10,299		10,556		9,596		9,680
Effect of dilutive securities:
Employee stock-based awards		58		55		61		49
Employee share-based awards										51		6
Diluted weighted average shares outstanding		10,218		10,516		10,360		10,605		9,647		9,686


Basic earnings per share	$	0.49	$	0.44	$	0.82	$	0.79	$	0.42	$	0.14


Diluted earnings per share	$	0.48	$	0.44	$	0.81	$	0.78	$	0.42	$	0.14

Diluted weighted average shares outstanding for the three months ended ~~September 30, 2017, exclude~~March 31, 2022, excludes anti-dilutive ~~stock-based awards~~stock options totaling ~~1,116,325~~928,000 shares of common stock at a weighted average price of ~~$26.49.~~$27.24. Diluted weighted average shares outstanding for the ~~nine~~three months ended ~~September 30, 2017, exclude~~March 31, 2021, excludes anti-dilutive ~~stock-based awards~~stock options totaling ~~844,036~~1,160,000 shares of common stock at a weighted average price of ~~$26.93. Diluted weighted average shares outstanding for~~$24.86.

5.Investments

Investments, at fair value

At March 31, 2022 and December 31, 2021, the ~~three months ended September 30, 2016, exclude anti-dilutive stock-based awards totaling 1,232,000 shares~~Company had $0.1 million and $8.1 million, respectively, of ~~common stock~~cash invested in highly liquid taxable bond funds. The Company classifies these investments as trading securities and reports them at fair value. There were 0 significant unrealized gains or losses on these investments in the first quarters of 2022 and 2021. The fair value measurements of these investments are based on quoted market prices in active markets, and thus represent a weighted average price of $26.14. Diluted weighted average shares outstanding for the nine months ended September 30, 2016, exclude anti-dilutive stock-based awards totaling 924,161 shares of common stocklevel 1 valuation as defined by Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures.

Marketable securities, at ~~a weighted average price of $26.78.~~amortized cost

~~Investments~~

The Company also invests in marketable securities. As noted in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, all of the Company’s marketable securities are classified as held-to-maturity securities and reported at amortized cost pursuant to ~~Accounting Standards Codification (“ASC”)~~ASC 320,Investments –- Debt and Equity Securities, as the Company has the intent and ability to hold all investments to maturity.

Below is a summary of the amortized cost and estimated market values of the Company’s marketable securities as of ~~September 30, 2017,~~March 31, 2022, and December 31, ~~2016.~~2021.


									March 31, 2022				December 31, 2021
									Amortized		Market		Amortized		Market
									Cost		Value		Cost		Value
	September 30, 2017				December 31, 2016
	Amortized		Market		Amortized		Market
	Cost		Value		Cost		Value
	(Dollars in thousands)
									(Dollars in thousands)
Municipal bonds:
Current	$	11,354	$	11,380	$	4,601	$	4,610	$	719	$	725	$	219	$	223
Due from one through five years		9,819		10,157		12,133		12,486		5,705		5,784		6,503		6,805
Due from six through ten years		5,789		6,050		7,705		7,804		2,305		2,473		2,479		2,790
Due from eleven through twenty years		2,665		2,763		1,223		1,222		1,013		1,044		1,014		1,102
Total	$	29,627	$	30,350	$	25,662	$	26,122	$	9,742	$	10,026	$	10,215	$	10,920

The unrealized gains and losses on marketable securities at ~~September 30, 2017,~~March 31, 2022, and at December 31, ~~2016,~~2021, were as follows:

September 30, 2017 December 31, 2016
Unrealized Unrealized Unrealized Unrealized
Gains Losses Gains Losses
(Dollars in thousands)
Municipal bonds $ 759 $ (36 ) $ 546 $ (86 )


	March 31, 2022				December 31, 2021
	Unrealized		Unrealized		Unrealized		Unrealized
	Gains		Losses		Gains		Losses

	(Dollars in thousands)
Municipal bonds	$	290	$	(6)	$	705	$	0

The estimated market values provided are level 2 valuations as defined by ASC ~~820,~~~~Fair Value Measurements and Disclosures~~ ~~(“ASC 820”).~~820. The Company reviewed its portfolio of investments as of ~~September 30, 2017~~March 31, 2022, and determined that no other-than-temporary market value impairment exists.

~~Intangible Assets~~

6.Intangible Assets

The Company’s indefinite-lived ~~and amortizable~~ intangible assets as recorded in the Consolidated Condensed Balance Sheets (Unaudited) ~~consisted of the following:~~were as follows:

September 30, 2017 December 31, 2016
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Impairment Net Amount Impairment Net
(Dollars in thousands) (Dollars in thousands)
Indefinite-lived intangible assets
Goodwill $ 11,112 $ - $ 11,112 $ 11,112 $ - $ 11,112
Trademarks 34,748 (1,770 ) 32,978 34,748 (1,770 ) 32,978
Total indefinite-lived intangible assets $ 45,860 $ (1,770 ) $ 44,090 $ 45,860 $ (1,770 ) $ 44,090


	March 31, 2022		December 31, 2021

	(Dollars in thousands)
Indefinite-lived intangibles:
Goodwill	$	12,317	$	12,317
Trademarks		34,768		34,768
Total	$	47,085	$	47,085

The Company’s amortizable intangible assets, ~~as recorded in the Consolidated Condensed Balance Sheets (Unaudited) consisted of the following:~~

September 30, 2017 December 31, 2016
Weighted Gross Gross
Average Carrying Accumulated Carrying Accumulated
Life (Years) Amount Amortization Net Amount Amortization Net
(Dollars in thousands) (Dollars in thousands)

Amortizable intangible assets
Customer relationships 15 $ 3,500 $ (1,536 ) $ 1,964 $ 3,500 $ (1,361 ) $ 2,139
Total amortizable intangible assets $ 3,500 $ (1,536 ) $ 1,964 $ 3,500 $ (1,361 ) $ 2,139

~~The amortizable intangible assets are~~which were included within other assets in the Consolidated Condensed Balance ~~Sheets. (Unaudited).~~Sheets (unaudited), consisted of the following:


			March 31, 2022						December 31, 2021
	Weighted		Gross						Gross
	Average		Carrying		Accumulated				Carrying		Accumulated
	Life (Years)		Amount		Amortization		Net		Amount		Amortization		Net

			(Dollars in thousands)						(Dollars in thousands)
Amortizable intangible assets
Customer relationships		15	$	3,500	$	(2,586)	$	914	$	3,500	$	(2,528)	$	972
Total amortizable intangible assets			$	3,500	$	(2,586)	$	914	$	3,500	$	(2,528)	$	972

Amortization expense related to the intangible assets was approximately $58,000 ~~for~~in both the ~~third~~first quarters of ~~2017~~2022 and ~~2016. For the nine months ended September 30, amortization expense related to the intangible assets was approximately $175,000 and $182,000 in 2017 and 2016, respectively.~~2021.

~~Segment Information~~

7.Segment Information

The Company has ~~two~~2 reportable segments: North American wholesale operations (“~~wholesale”~~Wholesale”) and North American retail operations (“~~retail”~~Retail”). The ~~chief operating decision maker, the~~ Company’s Chief Executive Officer evaluates the performance of the Company’s segments based on earnings (loss) from operations. Therefore, interest income or expense, other income or expense, and income taxes are not allocated to the segments. The “other” category in the ~~tables~~table below includes the Company’s wholesale and retail operations in Australia, South Africa, Asia Pacific and Europe, which do not meet the criteria for separate reportable segment classification. Summarized segment data for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, was as follows:


Three Months Ended
September 30,	Wholesale		Retail		Other		Total
March 31,									Wholesale		Retail		Other		Total
	(Dollars in thousands)
2017
									(Dollars in thousands)
2022
Product sales	$	60,200	$	4,291	$	11,887	$	76,378	$	66,668	$	7,860	$	6,400	$	80,928
Licensing revenues		528		-		-		528		432		0		0		432
Net sales	$	60,728	$	4,291	$	11,887	$	76,906	$	67,100	$	7,860	$	6,400	$	81,360
Earnings from operations	$	7,416	$	17	$	369	$	7,802

2016
Earnings (loss) from operations									$	4,846	$	828	$	(243)	$	5,431

2021
Product sales	$	61,645	$	4,702	$	12,197	$	78,544	$	33,036	$	5,618	$	7,904	$	46,558
Licensing revenues		525		-		-		525		342		0		0		342
Net sales	$	62,170	$	4,702	$	12,197	$	79,069	$	33,378	$	5,618	$	7,904	$	46,900
Earnings from operations	$	6,710	$	313	$	731	$	7,754
Earnings (loss) from operations									$	1,359	$	756	$	(481)	$	1,634

Nine Months Ended
September 30, Wholesale Retail Other Total
(Dollars in thousands)
2017
Product sales $ 154,049 $ 13,979 $ 33,631 $ 201,659
Licensing revenues 1,820 - - 1,820
Net sales $ 155,869 $ 13,979 $ 33,631 $ 203,479
Earnings from operations $ 11,880 $ 244 $ 1,027 $ 13,151

2016
Product sales $ 164,145 $ 14,508 $ 34,452 $ 213,105
Licensing revenues 1,731 - - 1,731
Net sales $ 165,876 $ 14,508 $ 34,452 $ 214,836
Earnings from operations $ 11,910 $ 787 $ 1,292 $ 13,989

~~Employee Retirement Plans~~

8.Employee Retirement Plans

The components of the Company’s ~~net periodic~~ pension ~~cost~~expense were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(Dollars in thousands)
Service cost $ 141 $ 409 $ 423 $ 1,228
Interest cost 552 612 1,655 1,837
Expected return on plan assets (576 ) (607 ) (1,727 ) (1,822 )
Net amortization and deferral 132 419 395 1,257
Net periodic pension cost $ 249 $ 833 $ 746 $ 2,500


	Three Months Ended March 31,
	2022		2021

	(Dollars in thousands)
Service cost	$	112	$	102
Interest cost		432		371
Expected return on plan assets		(752)		(720)
Net amortization and deferral		208		247
Pension expense	$	0	$	0

The components of ~~net periodic~~ pension ~~cost~~expense other than the service cost component ~~are~~were included in "other ~~expense,~~(expense) income, net" in the Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited).

9.Leases

The Company ~~made~~leases retail shoe stores, as well as several office and distribution facilities worldwide. The leases have original lease periods expiring between 2022 and 2029. Many leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of the Company’s operating lease costs were as follows:


	Three Months Ended March 31,
	2022		2021

	(Dollars in thousands)

Operating lease costs	$	1,264	$	1,334
Variable lease costs ⁽¹⁾		—		20
Total lease costs	$	1,264	$	1,354

⁽¹⁾Variable lease costs primarily include percentage rentals based upon sales in excess of specified amounts.

Short-term lease costs, which were excluded from the above table, are not material to the Company’s financial statements.

The following is a ~~$4.0 million pension contribution~~schedule of maturities of operating lease liabilities as of March 31, 2022:


	Operating Leases
	(Dollars in thousands)
2022, excluding the quarter ended March 31, 2022	$	2,924
2023		3,013
2024		2,102
2025		1,379
2026		1,025
Thereafter		724
Total lease payments		11,167
Less imputed interest		(829)
Present value of lease liabilities	$	10,338

The operating lease liabilities are classified in the ~~second quarter~~consolidated condensed balance sheets (unaudited) as follows:


	March 31, 2022		December 31, 2021

	(Dollars in thousands)

Operating lease liabilities - current	$	3,451	$	3,593
Operating lease liabilities - non-current		6,887		7,520
Total	$	10,338	$	11,113

The Company determined the present value of ~~2017. No additional~~its lease liabilities using a weighted-average discount rate of 4.25%. As of March 31, 2022, the Company’s leases have a weighted-average remaining lease term of 3.4 years.

Supplemental cash ~~contributions are expected~~flow information related to the Company’s operating leases is as follows:


	Three Months Ended March 31,
	2022		2021

	(Dollars in thousands)

Cash paid for amounts included in the measurement of lease liabilities	$	1,128	$	1,387
Right-of-use assets obtained in exchange for new lease liabilities (noncash)	$	0	$	2,022

10. Income Taxes

The effective income tax rates for the ~~remainder of 2017.~~three months ended March 31, 2022 and 2021 were 26.5% and 30.1%, respectively. The 2022 and 2021 effective tax rates were negatively impacted because the Company did not record income tax benefits on foreign subsidiary losses in these periods.

~~Stock-Based Compensation Plans~~

11.Share-Based Compensation Plans

During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2022, the Company recognized ~~approximately $395,000 and $1,174,000 respectively,~~$350,000 of compensation expense associated with stock option and restricted stock awards granted in years ~~2013~~2017 through ~~2017.~~2021. During the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2021, the Company recognized ~~approximately $393,000 and $1,121,000, respectively,~~$545,000 of compensation expense associated with stock option and restricted stock awards granted in years ~~2012~~2015 through ~~2016.~~

2020.

The following table summarizes the Company’s stock option activity for the ~~nine-month~~three-month period ended ~~September 30, 2017:~~March 31, 2022:

Weighted
Weighted Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Shares Price Term (Years) Value*
Outstanding at December 31, 2016 1,486,257 $ 26.13
Granted 211,200 $ 27.94
Exercised (81,464 ) $ 24.71
Forfeited or expired (14,175 ) $ 26.46
Outstanding at September 30, 2017 1,601,818 $ 26.44 3.9 $ 3,149,000
Exercisable at September 30, 2017 898,106 $ 26.19 2.4 $ 1,992,000


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Shares	Price		Term (Years)	Value*
Outstanding at December 31, 2021	1,279,833	$	25.44
Granted	—		—
Exercised	(500)		18.00
Forfeited or expired	(5,740)		22.82
Outstanding at March 31, 2022	1,273,593	$	25.46	5.4	$	1,530,000
Exercisable at March 31, 2022	767,622	$	26.59	3.5	$	336,000

* The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of the ~~Company's~~Company’s stock on ~~September 29, 2017, the last trading day~~March 31, 2022 of ~~the quarter, of $28.38~~$24.72 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

~~The following table summarizes the Company’s stock option exercise activity for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(Dollars in thousands)
Total intrinsic value of stock options exercised $ 208 $ 14 $ 272 $ 87
Cash received from stock option exercises $ 1,575 $ 132 $ 2,013 $ 585
Income tax benefit from the exercise of stock options $ 81 $ 5 $ 106 $ 34

The following table summarizes the Company’s restricted stock award activity for the ~~nine-month~~three-month period ended ~~September 30, 2017:~~March 31, 2022:

Weighted
Weighted Average
Shares of Average Remaining Aggregate
Restricted Grant Date Contractual Intrinsic
Stock Fair Value Term (Years) Value*
Non-vested at December 31, 2016 58,500 $ 26.09
Issued 30,800 27.94
Vested (18,600 ) 26.05
Forfeited - -
Non-vested at September 30, 2017 70,700 $ 26.90 2.9 $ 2,006,000


				Weighted
		Weighted		Average
	Shares of	Average		Remaining	Aggregate
	Restricted	Grant Date		Contractual	Intrinsic
	Stock	Fair Value		Term (Years)	Value*
Non-vested at December 31, 2021	78,470	$	23.11
Issued	—		—
Vested	(150)		28.77
Forfeited	—		—
Non-vested at March 31, 2022	78,320	$	23.10	2.5	$	1,936,000

* The aggregate intrinsic value of non-vested restricted stock was calculated using the market value of the ~~Company's~~Company’s stock on ~~September 29, 2017, the last trading day~~March 31, 2022 of ~~the quarter, of $28.38~~$24.72 multiplied by the number of non-vested restricted shares outstanding.

~~10.~~

~~Short-Term Borrowings~~

12.Short-Term Borrowings

At ~~September 30, 2017,~~March 31, 2022, the Company had a ~~$60~~$40 million ~~unsecured~~ revolving line of credit with a bank ~~expiring November 3, 2017.~~that is secured by a lien against the Company’s general corporate assets. The line of credit bears interest at LIBOR plus 1.35% and expires on November 4, 2022. The related credit agreement contains customary representations, warranties, and covenants (including a minimum tangible net worth financial covenant) for a facility of this type. At March 31, 2022, there were 0 amounts outstanding on the ~~daily London Interbank Offered Rate (“LIBOR”) plus 0.75%. At September 30, 2017,~~Company’s line of credit. There were also 0 amounts outstanding ~~borrowings were approximately $4.8 million at an interest rate of 2.0%. The highest balance~~ on the line of credit during the ~~quarter was approximately $4.8 million. Subsequent to September 30, 2017, the line of credit agreement was renewed on the same terms for another one-year period, expiring November 4, 2018.~~quarter.

~~11.~~

~~Financial Instruments~~

13.Financial Instruments

At ~~September 30, 2017,~~March 31, 2022, the ~~Company had foreign exchange contracts outstanding to sell $8.0 million Canadian dollars at a price of approximately $6.0 million U.S. dollars. The~~ Company’s ~~majority-owned~~wholly-owned subsidiary, Florsheim Australia, had foreign exchange contracts outstanding to buy ~~$3.7~~$3.9 million U.S. dollars at a price of approximately ~~$4.7~~$5.3 million Australian dollars. ~~Florsheim Australia also had foreign exchange~~These contracts ~~outstanding to buy 200,000 Euros at a price of approximately $299,000 Australian dollars.~~all expire in 2022. Based on quarter-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts.

The Company determines the fair value of foreign exchange contracts based on the difference between the foreign currency contract rates and the widely available foreign currency rates as of the measurement date. The fair value measurements are based on observable market transactions, and thus represent a level 2 valuation as defined by ASC 820.

~~12.~~

~~Comprehensive Income~~

14.Comprehensive Income

Comprehensive income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, was as follows:


									Three Months Ended March 31,
									2022		2021
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(Dollars in thousands)
									(Dollars in thousands)
Net earnings	$	4,920	$	4,701	$	8,338	$	8,411	$	4,053	$	1,325
Foreign currency translation adjustments		452		261		1,672		1,222		521		(143)
Pension liability, net of tax of $52, $163, $154 and $490, respectively		80		256		241		767
Pension liability, net of tax of $54 and $64, respectively										154		183
Total comprehensive income	$	5,452	$	5,218	$	10,251	$	10,400	$	4,728	$	1,365

The components of accumulated other comprehensive loss as recorded in the Consolidated Condensed Balance Sheets (Unaudited) were as follows:


							March 31,		December 31,
							2022		2021
	September 30,			December 31,
	2017			2016
	(Dollars in thousands)
							(Dollars in thousands)
Foreign currency translation adjustments	$	(4,158	)	$	(5,489	)	$	(6,262)	$	(6,783)
Pension liability, net of tax		(10,839	)		(11,080	)		(17,857)		(18,011)
Total accumulated other comprehensive loss	$	(14,997	)	$	(16,569	)	$	(24,119)	$	(24,794)

The following ~~presents a tabular disclosure about~~table shows changes in accumulated other comprehensive loss during the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2022 and 2021:

	Foreign Currency Translation Adjustments			Defined Benefit Pension Items			Total
Beginning balance, December 31, 2016	$	(5,489	)	$	(11,080	)	$	(16,569	)

										Foreign		Defined
										Currency		Benefit
										Translation		Pension
										Adjustments		Items		Total
Beginning balance, December 31, 2021										$	(6,783)	$	(18,011)	$	(24,794)
Other comprehensive income before reclassifications		1,331			-			1,331			521		0		521
Amounts reclassified from accumulated other comprehensive loss		-			241			241			0		154		154
Net current period other comprehensive income		1,331			241			1,572			521		154		675
Ending balance, September 30, 2017	$	(4,158	)	$	(10,839	)	$	(14,997	)
Ending balance, March 31, 2022										$	(6,262)	$	(17,857)	$	(24,119)


	Foreign		Defined
	Currency		Benefit
	Translation		Pension
	Adjustments		Items		Total
Beginning balance, December 31, 2020	$	(6,050)	$	(21,955)	$	(28,005)
Other comprehensive loss before reclassifications		(143)		0		(143)
Amounts reclassified from accumulated other comprehensive loss		0		183		183
Net current period other comprehensive (loss) income		(143)		183		40
Ending balance, March 31, 2021	$	(6,193)	$	(21,772)	$	(27,965)

The following ~~presents a tabular disclosure about~~table shows reclassification adjustments out of accumulated other comprehensive loss during the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2022:

Amounts reclassified
from accumulated other
comprehensive loss for
the nine months ended
September 30, 2017 Affected line item in the
statement where net
income is presented
Amortization of defined benefit pension items
Prior service cost $ (47) ⁽¹⁾ Other expense, net
Actuarial losses 442 ⁽¹⁾ Other expense, net
Total before tax 395
Tax benefit (154)
Net of tax $ 241


	Amounts reclassified from
	accumulated other
	comprehensive loss for			Affected line item in the
	the three months ended			statement where net income is
	March 31, 2022			presented
Amortization of defined benefit pension items
Prior service cost	$	2	⁽¹⁾	Other (expense) income, net
Actuarial losses		206	⁽¹⁾	Other (expense) income, net
Total before tax		208
Tax benefit		(54)
Net of tax	$	154

⁽¹⁾

These amounts were included in ~~the net periodic~~ pension ~~cost.~~expense. See Note 8 for additional details.

~~13.~~

~~Equity~~

15.Equity

~~A reconciliation of~~The following table reconciles the Company’s equity for the ~~nine~~three months ended ~~September 30, 2017, is as follows:~~March 31, 2022:

Accumulated
Capital in Other
Common Excess of Reinvested Comprehensive Noncontrolling
Stock Par Value Earnings Loss Interest
(Dollars in thousands)

Balance, December 31, 2016 $ 10,505 $ 50,184 $ 157,468 $ (16,569 ) $ 6,692

Net earnings - - 8,408 - (70 )
Foreign currency translation adjustments - - - 1,331 341
Pension liability adjustment, net of tax - - - 241 -
Cash dividends declared - - (6,725 ) - -
Cash dividends paid to noncontrolling interest - - - - (204 )
Stock options exercised 82 1,931 - - -
Issuance of restricted stock 31 (31 ) - - -
Stock-based compensation expense - 1,174 - - -
Shares purchased and retired (421 ) - (11,200 ) - -

Balance, September 30, 2017 $ 10,197 $ 53,258 $ 147,951 $ (14,997 ) $ 6,759


							Accumulated
			Capital in				Other
	Common		Excess of		Reinvested		Comprehensive
	Stock		Par Value		Earnings		Loss

	(Dollars in thousands)
Balance, December 31, 2021	$	9,709	$	68,718	$	147,762	$	(24,794)
Net earnings		0		0		4,053		0
Foreign currency translation adjustments		0		0		0		521
Pension liability adjustment, net of tax		0		0		0		154
Cash dividends declared		0		0		(2,316)		0
Stock option exercised		0		8		0		0
Share-based compensation expense		0		350		0		0
Shares purchased and retired		(75)		0		(1,722)		0
Balance, March 31, 2022	$	9,634	$	69,076	$	147,777	$	(24,119)

~~14.~~

~~Subsequent Events~~

The following table reconciles the Company’s equity for the three months ended March 31, 2021:


							Accumulated
			Capital in				Other
	Common		Excess of		Reinvested		Comprehensive
	Stock		Par Value		Earnings		Loss

	(Dollars in thousands)
Balance, December 31, 2020	$	9,797	$	67,178	$	138,955	$	(28,005)
Net earnings		0		0		1,325		0
Foreign currency translation adjustments		0		0		0		(143)
Pension liability adjustment, net of tax		0		0		0		183
Cash dividends declared		0		0		(2,336)		0
Share-based compensation expense		0		545		0		0
Shares purchased and retired		(62)		0		(1,017)		0
Balance, March 31, 2021	$	9,735	$	67,723	$	136,927	$	(27,965)

16. Subsequent Event

On ~~October 31, 2017,~~May 3, 2022, the ~~Company’s~~Company's Board of Directors authorized the repurchase of an additional 1.0 million shares of common stock under its repurchase program, bringing the total available ~~to purchase~~for repurchase to approximately 1.1 million shares.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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~~good faith judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. Such statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” ~~“is likely,~~“likely,” “plans,” “predicts,” “projects,” “should,” “will,” or variations of such words, and similar expressions. Forward-looking statements, by their nature, address matters that are, to varying degrees, uncertain. Therefore, the reader is cautioned that these forward-looking statements are subject to a number of risks, uncertainties or other factors that may cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors described under Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the ~~year-ended~~year ended December 31, ~~2016.~~2021.

GENERAL

The Company designs and markets quality and innovative footwear principally for men, but also for women and children, under a portfolio of well-recognized brand names, ~~including: “Florsheim,” “Nunn~~including Florsheim, Nunn Bush,~~” “Stacy~~ Stacy Adams,~~” “BOGS,” “Rafters,”~~ BOGS, Rafters and ~~“Umi.”~~Forsake. Inventory is purchased from third-party overseas manufacturers. ~~The majority~~Almost all of these foreign-sourced purchases are denominated in U.S. dollars.

The Company has two reportable segments, North American wholesale operations ~~(“wholesale”~~("Wholesale") and North American retail operations ~~(“retail”~~("Retail"). In the wholesale segment, ~~the Company’s~~our products are sold to leading footwear, department, and specialty stores, as well as e-commerce retailers, primarily in the United States and Canada. ~~The Company~~We also ~~has~~have licensing agreements with third parties who sell ~~its~~our branded apparel, accessories and specialty footwear in the United States, as well as its footwear in Mexico and certain markets overseas. Licensing revenues are included in ~~the Company’s~~our wholesale segment. ~~The Company’s~~Our retail segment ~~consisted~~consists of 10e-commerce businesses and four brick and mortar retail stores ~~and internet businesses~~ in the United ~~States as of September 30, 2017. Sales in retail outlets~~States. Retail sales are made directly to consumers on our websites, or by ~~Company~~our employees.

The ~~Company’s “other”~~Company's "other" operations include ~~the Company’s~~our wholesale and retail businesses in Australia, South Africa, Asia Pacific (collectively, ~~“Florsheim Australia”~~"Florsheim Australia") and Europe (“("Florsheim ~~Europe”~~Europe"). However, as previously disclosed, we have closed Florsheim Europe and are in the final stages of winding down this business. As a result, the 2022 operating results of the "other" category reflect only that of Florsheim Australia. The majority of ~~the Company’s~~our operations are in the United States and ~~its~~our results are primarily affected by the economic conditions and ~~the~~ retail environment in the United States.

EXECUTIVE OVERVIEW

We experienced strong demand in our wholesale segment during the first quarter of 2022, posting a 13% sales gain over the first quarter of 2019 (pre-COVID). We achieved record first-quarter wholesale sales, as two of our brands, Florsheim and BOGS, registered individual record first-quarter sales.

~~Third Quarter Highlights~~BOGS sales rose 72% for the quarter which is on top of a 17% annual increase last year. Part of the reason for the strong increase is we were in a much better overall inventory position on classic BOGS product compared to 2021. We feel good about the mix of classic and lifestyle product in our backlog and look forward to a strong second half of the year for BOGS.

Regarding our legacy brands (Florsheim, Stacy Adams, and Nunn Bush), the comparison to 2021 is not relevant since much of the country was still restricted from a social event and work perspective. However, in comparison to 2019, two of our three legacy brands had strong increases including the record for Florsheim with a 17% increase, as well as a 24% increase for Nunn Bush. Stacy Adams sales reached 80% of 2019 levels. In many instances, we are still filling the pipeline with our major retail partners, and we anticipate we will be chasing inventory due to supply chain disruptions with certain footwear packages at least into the second half of 2022. We continue to experience strong sell-throughs and high average unit retail prices even as inventory levels work back towards more normalized levels. The dress and refined casual markets remain particularly robust with record social events on the calendar and the gradual return to an office work environment.

While we are selling a significant amount of dress shoes, we realize that eventually the market will return to a more normalized level as men restock their closets. Our design emphasis during the pandemic has been to further develop the casual side of our legacy business within the particular DNA of each brand. We are encouraged by our progress. Today, Nunn Bush very much has a casual profile, and both Stacy Adams and Florsheim are increasing their casual mix. This period of time has allowed us to move down the learning curve and expand our casual range with the expectation that the post pandemic world will embrace a more relaxed lifestyle. We are picking up market share in the tailored side of the business and our objective is to also increase our penetration of men's casual business over time.

We had strong growth in the retail segment during the quarter, driven by a 38% increase in our e-commerce businesses. While we are up significantly in sales, one caveat is that higher shipping and advertising costs reduced our profitability. We are working to mitigate these cost increases while maintaining a solid growth trajectory, as e-commerce sales are an important piece of our business model going forward. We are very pleased that our four remaining brick and mortar stores had solid performances with an increase in aggregate sales over 2019.

Regarding Florsheim Australia, which includes New Zealand, the Pacific Rim and South Africa, our sales were down 8%. The Omicron outbreak in Hong Kong and the Pacific Rim significantly reduced both wholesale and retail sales in that region. However, our business in the Australian and New Zealand markets was actually up slightly in local currency even with the increased case count versus nearly a zero-case count for the same period in 2021. We are encouraged that retail traffic increased as the quarter progressed and we believe that our position is strengthening in this market. As noted previously, the pandemic has enabled us to reset our business model on the Australian continent. A combination of more manageable leases, e-commerce growth, and the continued growth of our BOGS Australian business puts us in a much better position to have a profitable year in that region.

Consolidated Sales and Earnings

Consolidated net sales were a first-quarter record of $81.4 million compared to $46.9 million in the first quarter of 2021. Consolidated gross earnings declined to 35.8% of net sales for the ~~third~~ quarter ~~of 2017 were $76.9 million, down 3% as~~ compared to ~~last year’s third quarter~~41.2% of net sales ~~of $79.1 million. Earnings from operations were $7.8 million~~ in ~~both 2017 and 2016. Consolidated net earnings attributable to Weyco Group, Inc. increased 7% to $4.9 million in 2017, up from $4.6 million~~ last ~~year. Diluted earnings per share were $0.48 this~~year's first quarter, ~~and $0.44 per share in the third quarter of 2016.~~

~~The majority of the decrease in consolidated net sales came from the Company’s wholesale segment. Wholesale net sales declined $1.4 million,~~primarily due ~~mainly~~ to lower ~~sales of the Stacy Adams, Nunn Bush, and BOGS brands, partially offset by higher sales of the Florsheim brand. Net sales of the Company’s retail segment and its other operations were also down.~~

wholesale margins, as discussed below. Consolidated earnings from operations ~~were relatively flat~~totaled $5.4 million for the quarter. Earnings from operations in the Company’s wholesale segment were up, due to higher gross margins and lower wholesale selling and administrative expenses, but this increase was offset by lower earnings from operations in the Company’s retail segment and its other operations.

~~Other expense was down due to lower pension expense in 2017.~~

~~Year-to-Date Highlights~~

Consolidated net sales for the first nine months of 2017 were $203.5 million, down 5% from last year’s year-to-date net sales of $214.8 million. Earnings from operations were $13.2 million in 2017, a decrease of 6% asquarter, compared to ~~$14.0~~$1.6 million in 2016. Consolidated net earnings attributable to Weyco Group, Inc. were $8.4 million this year, up 1% as compared to $8.3 million last year. Diluted earnings per share to date in 2017 were $0.81, versus $0.78 per share in the same period of ~~2016.~~2021. Quarterly net earnings rose to $4.1 million, or $0.42 per diluted share, up from $1.3 million, or $0.14 per diluted share, in last year's first quarter.

~~The majority~~Last year's first quarter results continued to be impacted by the effects of the ~~decrease in consolidated net sales came from the Company’s wholesale segment. Wholesale net sales were down $10.0 million, due primarily~~COVID-19 pandemic. As such, comparisons of first quarter 2022 financial performance to ~~lower sales of the Stacy Adams, Nunn Bush, and BOGS brands, partially offset by higher sales of the Florsheim brand.~~2021 may have limited utility. Therefore, selected comparisons to 2019 (pre-COVID) are included as appropriate. Net sales ~~in the Company’s retail segment and its other operations were also down.~~

~~Consolidated earnings from operations decreased $838,000~~ for the nine months ended September 30, 2017, compared to the same period one year ago. The decrease occurred mainly in the Company’s retail segment, due to lower sales and higher retail selling and administrative expenses. Earnings from operations in the Company’s wholesale segment were flat, as lower sales were offsetfirst quarter 2022 exceeded 2019 levels by ~~higher gross margins and lower wholesale selling and administrative expenses this year. Earnings from operations in the Company’s other businesses were~~10%. Our operating earnings also ~~down.~~improved, beating 2019 levels by 6%.

~~Other expense was down due to lower pension expense in 2017.~~

Financial Position ~~Highlights~~

At ~~September 30, 2017,~~March 31, 2022, cash, short-term investments, and marketable securities totaled ~~$36.3~~$34.0 million and there were no amounts outstanding ~~debt totaled $4.8 million. At December 31, 2016, cash and marketable securities totaled $39.4 million and outstanding debt totaled $4.3 million.~~on our line of credit. During the first ~~nine~~three months of ~~2017, the Company~~2022, we generated ~~$16.4 million~~$231,000 of cash from ~~operations. The Company~~operations and liquidated $8.1 million of investment securities. We paid dividends of ~~$9.1~~$2.3 million, ~~spent $11.6~~repurchased $1.8 million ~~on purchases~~ of ~~Company~~our common stock, and ~~purchased a net of $4.0 million in marketable securities. The Company also~~ had ~~$1.4 million~~$352,000 of capital ~~expenditures.~~expenditures during the quarter.

SEGMENT ANALYSIS

Net sales and earnings (loss) from operations for the Company’s segments infor the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, were as follows:


													Three Months Ended March 31,				%
													2022		2021		Change
	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
	2017		2016		Change		2017		2016		Change
	(Dollars in thousands)
													(Dollars in thousands)
Net Sales
North American Wholesale	$	60,728	$	62,170		-2%	$	155,869	$	165,876		-6%	$	67,100	$	33,378	101	%
North American Retail		4,291		4,702		-9%		13,979		14,508		-4%		7,860		5,618	40	%
Other		11,887		12,197		-3%		33,631		34,452		-2%		6,400		7,904	-19	%
Total	$	76,906	$	79,069		-3%	$	203,479	$	214,836		-5%	$	81,360	$	46,900	73	%

Earnings from Operations

Earnings (Loss) from Operations
North American Wholesale	$	7,416	$	6,710		11%	$	11,880	$	11,910		0%	$	4,846	$	1,359	257	%
North American Retail		17		313		-95%		244		787		-69%		828		756	10	%
Other		369		731		-50%		1,027		1,292		-21%		(243)		(481)	49	%
Total	$	7,802	$	7,754		1%	$	13,151	$	13,989		-6%	$	5,431	$	1,634	232	%

North American Wholesale Segment

Net Sales

Net sales in the Company’s North American wholesale segment for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, were as follows:


	Three Months Ended March 31,				%
	2022		2021		Change

	(Dollars in thousands)
North American Wholesale Segment Net Sales
Stacy Adams	$	16,797	$	7,900	113	%
Nunn Bush		14,374		8,021	79	%
Florsheim		22,012		9,479	132	%
BOGS/Rafters		13,099		7,636	72	%
Forsake		386		—	100	%
Total North American Wholesale	$	66,668	$	33,036	102	%
Licensing		432		342	26	%
Total North American Wholesale Segment	$	67,100	$	33,378	101	%

~~North American Wholesale Segment Net Sales~~

Three Months Ended September 30, % Nine Months Ended September 30, %
2017 2016 Change 2017 2016 Change
(Dollars in thousands)
North American Net Sales
Stacy Adams $ 14,486 $ 14,861 -3% $ 49,632 $ 52,092 -5%
Nunn Bush 12,200 13,362 -9% 37,027 42,909 -14%
Florsheim 15,518 14,262 9% 39,611 38,513 3%
BOGS/Rafters 17,644 18,462 -4% 26,527 28,950 -8%
Umi 352 698 -50% 1,252 1,681 -26%
Total North American Wholesale $ 60,200 $ 61,645 -2% $ 154,049 $ 164,145 -6%
Licensing 528 525 1% 1,820 1,731 5%
Total North American Wholesale Segment $ 60,728 $ 62,170 -2% $ 155,869 $ 165,876 -6%

~~Stacy~~First quarter 2022 sales were up across all of our brands. As discussed above, last year's first quarter sales of the legacy brands (Stacy Adams, ~~and~~ Nunn Bush, and Florsheim) were lower than normal because the pandemic significantly impacted sales of dress and dress-casual footwear. Sales of the BOGS outdoor brand, which have been less affected by the pandemic, rose 72% for the quarter, with sales up across all major distribution channels. The wholesale segment experienced significant growth in the first quarter of 2022, with net sales surpassing 2019 levels by 13%. Florsheim and ~~year-to-date periods were down mainly with department stores. The increases in Florsheim~~BOGS achieved record first-quarter sales, ~~were primarily due to higher~~and sales ~~to department stores and national shoe chains. BOGS~~of the Nunn Bush brand beat 2019 levels by 24%. Stacy Adams sales ~~were down as a result~~reached 80% of ~~lower sales with outdoor retailers.~~

2019 levels.

Licensing revenues consist of royalties earned on ~~the~~ sales of branded apparel, accessories and specialty footwear in the United States and on branded footwear in Mexico and certain overseas markets.

Earnings from Operations

Wholesale gross earnings were ~~33.9%~~30.0% of net sales in the ~~third~~first quarter of ~~2017,~~2022, compared to ~~32.2%~~34.5% of net sales in ~~last year’s third quarter. For~~ the first ~~nine months~~quarter of 2021. The decrease in gross margins was primarily due to higher inbound freight costs, as we continued to pay premium rates during the ~~year, wholesale~~quarter. Wholesale gross ~~earnings rose~~margins are expected to ~~32.1% of net sales~~improve in ~~2017, from 31.2% of net sales in 2016. Gross margins improved~~mid to late 2022 as ~~a result of a reduction in sales of closeout inventory, which is sold at lower margins.~~

the supply chain stabilizes and negotiated price increases with customers go into effect.

North American wholesale segment selling and administrative expenses include, and are primarily related to, distribution costs, salaries and commissions, advertising costs, employee benefit costs and depreciation. Wholesale selling and administrative expenses were ~~$13.2~~$15.3 million ~~or 22%~~for the quarter compared to $10.2 million in last year's first quarter. The increase was largely due to higher employee costs as our sales volumes have increased. Additionally, last year's first quarter expenses were reduced by approximately $1.8 million in government wage subsidies. As a percent of net sales, ~~in the third quarter of 2017, and $13.3 million, or 21% of net sales, in the third quarter of 2016. For the nine months ended September 30, wholesale~~ selling and administrative expenses were ~~$38.2 million, or 25%~~23% in 2022 and 31% in 2021. Expenses were down relative to sales because many of ~~net sales, in 2017, as compared to $39.8 million, or 24% of net sales, in 2016.~~

our costs do not vary directly with sales.

Earnings from operations in the North American wholesale segment ~~were $7.4~~rose to $4.8 million in the ~~third~~first quarter of ~~2017,~~2022, up ~~11% as compared to $6.7~~from $1.4 million in the third quarter of 2016. For the nine months ended September 30, 2017 and 2016, wholesale earnings from operations remained flat at $11.9 million in both periods. Despite the decrease in sales, wholesale earnings from operations were up for the quarter, and flat for the first nine months of thesame period last year, due to higher sales, partially offset by lower gross margins and ~~lower wholesale~~higher selling and administrative expenses.

The ~~Company’s~~Company's cost of sales does not include distribution costs (e.g., receiving, inspection, or warehousing, costs). Distribution costs were $2.6 million for the third quarter of 2017 versus $2.8 million for the same period of 2016. For the nine-month periods ended September 30, 2017 and 2016, distribution costs were $7.9 million and $8.8 million, respectively. This year, distribution costs were down due to lower employee and warehousing costs. The Company’s consolidated wholesale shipping and handling expenses were $353,000 and $408,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017, consolidated wholesale shipping and handling expenses were $959,000 and $1.1 million in 2016. These costs, ~~were~~which are included in selling and administrative ~~expenses. The Company’s~~expenses). Wholesale distribution costs were $3.6 million in the first quarter of 2022 and $2.3 million in the first quarter of 2021. Last year's first quarter distribution costs were reduced by approximately $500,000 in government wage subsidies. Our gross earnings may not be comparable to other companies, as some companies may include distribution costs ~~and shipping and handling expenses~~ in cost of sales.

North American Retail Segment

Net Sales

Net sales in ~~the Company’s~~our North American retail segment ~~declined $411,000 and $529,000, for the three and nine months ended September 30, 2017, respectively,~~were a first-quarter record of $7.9 million compared to ~~the same periods~~$5.6 million in last ~~year.~~year's first quarter. Same store sales ~~which include~~rose 39%, due to a 38% increase in e-commerce sales ~~of both the U.S. internet business~~(with sales up on all brands' websites) and ~~brick and mortar same stores, were down 10% and 6% for the quarter and year-to-date periods, respectively. Same store~~higher brick-and-mortar sales. Last year's brick-and-mortar sales were down ~~due to decreased sales at both brick and mortar locations and on the Company’s websites. The majority~~significantly as a result of the ~~Company’s brick and mortar locations are~~pandemic. 2022 retail net sales surpassed the 2019 level by 41%, due primarily to growth in ~~Florida and Texas, and sales for the quarter and year were impacted by the recent hurricanes.~~e-commerce.

Earnings from Operations

~~Gross earnings as a percent of net sales were 63.6% in the third quarter of 2017, compared to 65.5% in the third quarter of 2016. For the nine months ended September 30, retail~~Retail gross earnings as a percent of net sales were ~~64.4%~~65.9% and 65.3% in ~~2017 and 65.1% in 2016.~~

Retail earnings from operations declined $296,000 for the quarter, compared to the third quarter of 2016, due mainly to lower sales. For the year-to-date period, retail earnings from operations were down $543,000 in 2017, compared to the first ~~nine months~~quarters of ~~2016, due to lower sales~~2022 and ~~higher retail selling and administrative expenses.~~2021, respectively. Selling and administrative expenses for the retail segment ~~include,~~consist primarily of freight, advertising expense, employee costs, and ~~are primarily related to,~~ rent and occupancy ~~costs, employee costs, advertising expense and freight.~~costs. Retail selling and administrative expenses ~~as a percent~~were $4.4 million, or 55% of net sales, ~~were 63% and 59% for~~in the ~~three-month periods ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, selling and administrative expenses as a percent~~first quarter of 2022 versus $2.9 million, or 52% of net sales, in last year's first quarter. The increase was primarily due to higher e-commerce expenses, primarily freight and advertising. Retail operating earnings were ~~63% in 2017 and 60% in 2016.~~

~~Other~~

~~The Company’s other net~~$828,000 for the quarter compared to $756,000 last year. This increase was primarily due to improved performance at active brick-and-mortar locations. Earnings from our e-commerce businesses were down slightly for the quarter, as increased sales were ~~$11.9 million in~~offset by the ~~third quarter~~higher expenses.

Other

Our other businesses include our wholesale and retail operations of 2017, down 3% as compared to $12.2 million in 2016. For the nine months ended September 30, 2017, other net sales were $33.6 million, down 2% from $34.5 million in the same period last year. The decreases in both periods were due to lower sales at both Florsheim Australia and Florsheim Europe. ~~Florsheim Australia’s~~Other net sales ~~which accounts~~ for the ~~majority~~first quarter of ~~other~~2022 totaled $6.4 million compared to $7.9 million in the 2021. The decrease was due to the closing of Florsheim Europe and lower sales at Florsheim Australia. Florsheim Australia's net sales ~~were down 2% for both the quarter and first nine months of 2017, as compared to the same periods of 2016. In local currency, Florsheim Australia’s net sales were down 6%~~fell 8% for the quarter, ~~and 5% for the year-to-date period, compared to the same periods last year,~~ with sales down in both its wholesale and retail ~~and wholesale~~ businesses.

~~Collectively, the earnings from operations~~ The weakening of the ~~Company’s other businesses~~Australian dollar relative to the U.S. dollar also contributed to the decrease, as Florsheim Australia's net sales in local currency were ~~$369,000~~only down 2% for the quarter. Retail sales in ~~the third quarter~~Australia, which account for a majority of ~~2017 and $731,000 in the same period last year. For the nine months ended September 30, earnings from operations of the Company’s other businesses~~Florsheim Australia's sales, were ~~$1.0 million in 2017 and $1.3 million in 2016. The decreases~~up 7% for the quarter ~~and year-to-date~~in local currency, but these results were offset by lower sales in Asia due to additional lockdowns imposed in Hong Kong during the quarter. Florsheim Australia's net sales for the first quarter of 2022 reached 89% of 2019 levels.

Other operating losses totaled $243,000 for the quarter versus operating losses of $481,000 last year. The improvement between periods ~~were~~was primarily due to ~~lower operating earnings in~~the shedding of losses at Florsheim ~~Australia’s retail businesses, mainly due to the decrease in retail sales.~~Europe.

Other income and expense

and taxes

Interest income was ~~$193,000~~$91,000 and ~~$190,000~~$131,000 in the ~~third~~first quarters of ~~2017~~2022 and ~~2016,~~2021, respectively. ~~For the nine months ended September 30, interest income~~Interest expense was ~~$572,000 in 2017~~$1,000 and ~~$584,000 in 2016. Interest expense~~$7,000 for the three ~~and nine~~ months ended ~~September 30, 2017, decreased $61,000~~March 31, 2022 and ~~$221,000, respectively,~~2021, respectively. Other (expense) income, net, totaled expense of $6,000 for the quarter compared to ~~the same periods in 2016, due to lower average debt balances this year compared to last year.~~

~~The Company adopted ASU 2017-07~~income of $138,000 in the first quarter of 2017 and retrospectively applied it to all periods presented. This required the Company to reclassify the non-service cost components of pension expense from selling and administrative expenses to other expense, net, in the Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited).2021. The decrease ~~in other expense~~was primarily due to lower unrealized gains on foreign exchange contracts held by Florsheim Australia.

Our effective tax rate for the ~~quarter~~three-months ended March 31, 2022, was 26.5% compared to 30.1% for the same period of 2021. The 2022 and ~~first nine months of 2017 was mainly due to decreases of $316,000 and $949,000, respectively,~~2021 effective tax rates were negatively impacted because we did not record income tax benefits on foreign subsidiary losses in ~~the non-service cost components of pension expense. Pension expense decreased in 2017 as a result of freezing benefits under the pension plan, effective December 31, 2016.~~these periods.

LIQUIDITY AND CAPITAL RESOURCES

~~The Company’s~~Our primary sources of liquidity are ~~its~~our cash, short-term investments, short-term marketable securities, and ~~its~~our revolving line of credit. ~~During the first nine months of 2017, the Company~~We generated ~~$16.4 million~~$231,000 of cash from operating activities during the first three months of 2022, compared to ~~$27.8~~$14.2 million in the same period ~~of 2016.~~one year ago. The decrease ~~between years~~in 2022 was primarily due to changes in operating assets and liabilities, principally ~~inventory.~~inventory and accounts payable. We are continuing to build our inventory levels as required to support the increased demand for our products.

We paid dividends totaling $2.3 million in both the first quarters of 2022 and 2021. On May 3, 2022, our Board of Directors declared a cash dividend of $0.24 per share to all shareholders of record on May 27, 2022, payable June 30, 2022.

~~The Company paid cash dividends of $9.1 million and $8.8 million during the nine months ended September 30, 2017 and 2016, respectively.~~

~~The Company continues to~~We repurchase ~~its~~our common stock under ~~its~~our share repurchase program when ~~the Company believes~~we believe market conditions are favorable. During the first ~~nine~~three months of ~~2017, the Company~~2022, we repurchased ~~420,711~~75,097 shares atfor a total cost of ~~$11.6~~$1.8 million. As of ~~September 30, 2017,~~March 31, 2022, we had the ~~Company had~~authority to repurchase approximately ~~144,000~~135,000 shares ~~available~~ under ~~its~~our previously announced stock repurchase program. On ~~October 31, 2017,~~May 3, 2022, the ~~Company’s~~Company's Board of Directors authorized the repurchase of an additional 1.0 million shares, ~~of its common stock under its repurchase program,~~ bringing the total available to purchase to approximately 1.1 million shares. See Part II, Item 2, ~~“Unregistered~~"Unregistered Sales of Equity Securities and Use of ~~Proceeds”~~Proceeds" below for more information.

Capital expenditures ~~totaled $1.4 million~~were $352,000 in the first ~~nine~~three months of ~~2017.~~2022. Management estimates that annual capital expenditures for ~~2016~~2022 will be between ~~$1.5~~$2.0 million and ~~$2.0~~$3.0 million.

At ~~September 30, 2017, the Company~~March 31, 2022, we had a ~~$60~~$40 million ~~unsecured~~ revolving line of credit with a bank ~~expiring November 3, 2017.~~that is secured by a lien against our general corporate assets. The line of credit bears interest at LIBOR plus ~~0.75%.~~1.35% and expires on November 4, 2022. The ~~Company borrowed~~related credit agreement contains customary representations, warranties, and covenants (including a minimum tangible net worth financial covenant) for a facility of ~~$0.5 million~~this type. At March 31, 2022, there were no amounts outstanding on the line of credit and we were in compliance with all financial covenants. There were also no amounts outstanding on the line of credit during the ~~first nine months of 2017. At September 30, 2017, outstanding borrowings were $4.8 million at an interest rate of 2.0%. The highest balance on the~~quarter. We expect to renew this line of credit ~~during the quarter was $4.8 million. Subsequent to September 30, 2017, the line~~later this year, but cannot provide any assurances.

As of ~~credit agreement was renewed on the same terms for another one-year period, expiring November 4, 2018.~~

~~At September 30, 2017,~~March 31, 2022, approximately ~~$1.6~~$3.4 million of cash and cash equivalents was held by the Company’s foreign subsidiaries.

~~The Company~~We will continue to evaluate the best uses for ~~its~~our available liquidity, including, among other uses, capital expenditures, continued stock repurchases and ~~additional~~ acquisitions.

~~The Company believes~~ We believe that available cash, ~~and~~short-term investments, marketable securities, cash provided by operations, and available borrowing facilities will provide adequate support for the cash needs of the business for at least one year, although there can be no assurances.

~~COMMITMENTS~~

There were no material changes to the Company’s contractual obligations during the nine months ended September 30, 2017, from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

~~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, 2016.~~

Item 4. Controls and Procedures.

~~The Company maintains~~We maintain disclosure controls and procedures designed to ensure that the information ~~the Company~~we must disclose in ~~its~~our filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis. ~~The Company’s~~Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated ~~the Company’s~~our 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”~~"Exchange Act"), as of the end of the period covered by this report (the ~~“Evaluation Date”~~"Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, ~~the Company’s~~our 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~~our periodic filings under the Exchange Act. Such officers have also concluded that, as of the Evaluation Date, ~~the Company’s~~our disclosure controls and procedures are effective in accumulating and communicating information in a timely manner, allowing timely decisions regarding required disclosures.

There have been no ~~significant~~ 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~~our 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 1. Legal Proceedings.

None.

~~None~~

~~Item 1A. Risk Factors.~~

~~There have been no material changes to the risk factors affecting the Company from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In 1998, the Company's stock repurchase program was established. On several occasions since the program's inception, our Board of Directors has increased the number of shares authorized for repurchase under the program. In total, 8.5 million shares have been authorized for repurchase. This includes the additional 1.0 million shares that were authorized for repurchase on May 3, 2022. The table below presents information pursuant to Item 703(a) of Regulation S-K regarding ~~the purchase~~our repurchases of ~~the Company’s~~our common stock ~~by the Company~~ in the three-month period ~~ended September 30, 2017.~~March 31, 2022.

Total Number of Maximum Number
Total Average Shares Purchased as of Shares
Number Price Part of the Publicly that May Yet Be
of Shares Paid Announced Purchased Under
Period Purchased Per Share Program the Program⁽¹⁾

7/1/2017 - 7/31/2017 45,937 $ 27.89 45,937 270,823

8/1/2017 - 8/31/2017 89,816 $ 27.57 89,816 181,007

9/1/2017 - 9/30/2017 36,543 $ 27.94 36,543 144,464

Total 172,296 $ 27.73 172,296


					Maximum Number
	Total	Average		Total Number of	of Shares
	Number	Price		Shares Purchased as	that May Yet Be
	of Shares	Paid		Part of the Publicly	Purchased Under
Period	Purchased	Per Share		Announced Program	the Program
01/01/2022 - 01/31/2022	22,014	$	23.64	22,014	188,562
02/01/2022 - 02/28/2022	20,460	$	24.24	20,460	168,102
03/01/2022 - 03/31/2022	32,623	$	23.92	32,623	135,479
Total	75,097	$	23.92	75,097

⁽¹⁾

In 1998 the Company's stock repurchase program was established. On several occasions since the program's inception, the Company's Board of Directors has extended the number of shares authorized for repurchase under the program. In total, 7.5 million shares have been authorized for repurchase to date. This includes the additional 1.0 million shares that were authorized for repurchase on October 31, 2017.

~~Item 5. Other Information~~

On November 2, 2017, the Company renewed its line of credit agreement with PNC Bank, N.A. for another term that expires on November 4, 2018, on the same terms as the prior agreement. The forgoing description does not purport to be complete and is qualified in its entirety by reference to the Line of Credit Renewal Letter with PNC Bank, N.A., a copy of which is filed as Exhibit 10.1 to this Form 10-Q.

Item 6. Exhibits.

~~See the Exhibit Index included herewith for a listing of exhibits.~~

~~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.~~

Exhibit	~~WEYCO GROUP, INC.~~

~~Dated: November 6, 2017~~	~~/s/ John F. Wittkowske~~
	~~John F. Wittkowske~~
	~~Senior Vice President and Chief Financial Officer~~

~~WEYCO GROUP, INC.~~

~~(THE “REGISTRANT”)~~

~~(COMMISSION FILE NO. 0-9068)~~

~~EXHIBIT INDEX~~

~~CURRENT REPORT ON FORM 10-Q~~

~~FOR THE QUARTERLY PERIOD ENDEDSeptember 30, 2017~~

~~Exhibit~~	Description	~~Description~~	Incorporation Herein By Reference To	Filed Herewith
31.1
~~10.1~~		~~Line of Credit Renewal Letter with PNC Bank, N.A., dated November 2, 2017~~		X

~~10.21a~~		~~Form of incentive stock option agreement for the Weyco Group, Inc. 2017 Incentive Plan~~		X

~~10.21b~~		~~Form of non-qualified stock option agreement for the Weyco Group, Inc. 2017 Incentive Plan~~		X

~~10.21c~~		~~Form of restricted stock agreement for the Weyco Group, Inc. 2017 Incentive Plan~~		X

~~31.1~~		Certification of Chief Executive Officer		X

31.2		Certification of Chief Financial Officer		X

32		Section 906 Certification of Chief Executive Officer and Chief Financial Officer		X

101		The following financial information from Weyco Group, Inc.'s’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2017~~March 31, 2022 formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets (Unaudited); (ii) Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited); (iii) Consolidated Condensed Statements of Cash Flows (Unaudited); and (iv) Notes to Consolidated Condensed Financial Statements, furnished herewith		X

104		The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted in iXBRL (included in Exhibit 101).		X

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.

	19	WEYCO GROUP, INC.

Dated: May 9, 2022		/s/ Judy Anderson
		Judy Anderson
		Vice President and Chief Financial Officer