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, 2023

☐	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 24, 2023, there were ~~10,192,905~~9,509,356 shares of common stock outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The following consolidated condensed balance sheet as of December 31, 2022, 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,
	2023		2022

	(Dollars in thousands)
ASSETS:
Cash and cash equivalents	$	22,565	$	16,876
Investments, at fair value		108		107
Marketable securities, at amortized cost		1,098		1,385
Accounts receivable, net		52,791		53,298
Income tax receivable		—		945
Inventories		106,677		127,976
Prepaid expenses and other current assets		3,833		5,870
Total current assets		187,072		206,457

Marketable securities, at amortized cost		6,903		7,123
Deferred income tax benefits		1,021		1,038
Property, plant and equipment, net		28,794		28,812
Operating lease right-of-use assets		14,032		13,428
Goodwill		12,317		12,317
Trademarks		33,618		33,618
Other assets		23,952		23,827
Total assets	$	307,709	$	326,620

LIABILITIES AND EQUITY:
Short-term borrowings	$	20,640	$	31,136
Accounts payable		6,540		14,946
Dividend payable		—		2,290
Operating lease liabilities		4,270		4,026
Accrued liabilities		11,751		15,137
Accrued income tax payable		1,245		—
Total current liabilities		44,446		67,535

Deferred income tax liabilities		8,524		8,530
Long-term pension liability		15,651		15,523
Operating lease liabilities		10,897		10,661
Other long-term liabilities		523		466
Total liabilities		80,041		102,715

Common stock		9,523		9,584
Capital in excess of par value		70,828		70,475
Reinvested earnings		167,717		164,039
Accumulated other comprehensive loss		(20,400)		(20,193)
Total equity		227,668		223,905
Total liabilities and equity	$	307,709	$	326,620

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,
	2023		2022

	(In thousands, except per share amounts)

Net sales	$	86,294	$	81,360
Cost of sales		49,132		52,232
Gross earnings		37,162		29,128

Selling and administrative expenses		26,776		23,697
Earnings from operations		10,386		5,431

Interest income		139		91
Interest expense		(385)		(1)
Other expense, net		(130)		(6)

Earnings before provision for income taxes		10,010		5,515

Provision for income taxes		2,565		1,462

Net earnings		7,445		4,053

Weighted average shares outstanding
Basic		9,483		9,596
Diluted		9,545		9,647

Earnings per share
Basic	$	0.79	$	0.42
Diluted	$	0.78	$	0.42

Cash dividends declared (per share)	$	0.24	$	0.24

Comprehensive income	$	7,238	$	4,728

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,
	2023		2022

	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	7,445	$	4,053
Adjustments to reconcile net earnings to net cash provided by operating activities -
Depreciation		643		604
Amortization		69		71
Bad debt (recovery) expense		(13)		15
Deferred income taxes		(23)		(111)
Net foreign currency transaction (gains) losses		(48)		32
Share-based compensation expense		338		350
Pension expense		347		—
Increase in cash surrender value of life insurance		(105)		(150)
Changes in operating assets and liabilities -
Accounts receivable		520		1,395
Inventories		21,297		8,980
Prepaid expenses and other assets		1,943		89
Accounts payable		(8,411)		(12,966)
Accrued liabilities and other		(3,208)		(3,578)
Accrued income taxes		2,192		1,447
Net cash provided by operating activities		22,986		231

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of marketable securities		510		475
Proceeds from sale of investment securities		—		8,050
Purchases of property, plant and equipment		(659)		(352)
Net cash (used for) provided by investing activities		(149)		8,173

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid		(4,561)		(2,297)
Shares purchased and retired		(1,540)		(1,797)
Net proceeds from stock options exercised		16		11
Payment of contingent consideration		(500)		—
Proceeds from bank borrowings		29,018		—
Repayments of bank borrowings		(39,514)		—
Net cash used for financing activities		(17,081)		(4,083)

Effect of exchange rate changes on cash and cash equivalents		(67)		118

Net increase in cash and cash equivalents	$	5,689	$	4,439

CASH AND CASH EQUIVALENTS at beginning of period		16,876		19,711

CASH AND CASH EQUIVALENTS at end of period	$	22,565	$	24,150

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net of refunds	$	205	$	75
Interest paid	$	423	$	1

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, 2023, 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

Recently Adopted

In ~~March 2017,~~June 2016, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued Accounting Standards Update (“ASU”) ~~No. 2017-07~~2016-13, ~~“Improving~~Financial Instruments – Credit Losses: Measurements of Credit Losses on Financial Instruments. This ASU modifies the ~~Presentation~~measurement of ~~Net Periodic Pension Cost~~expected credit losses of certain financial instruments, based on historical experience, current conditions, and ~~Net Periodic Post Retirement Benefit Cost”(“ASU 2017-07”). This new standard requires that employers disaggregate the service~~reasonable forecasts, 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~~certain off-balance sheet credit exposures, such as loan commitments. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to reinvested earnings in the ~~classification~~period of ~~certain cash flows associated with share-based payment transactions within the statements~~adoption. We adopted this standard in first quarter of ~~cash flows. The Company adopted ASU 2016-09 effective January 1, 2017.~~2023. The adoption of this standard ~~resulted 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 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. This guidance 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~~our 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. The Company is currently planning to adopt this standard using the modified retrospective approach.statements or related disclosures.

~~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 assessing the impact of the adoption of this standard on its consolidated financial statements.

~~Reclassifications~~

~~Certain prior year amounts in the Consolidated Condensed Statements of~~ 3.Earnings and Comprehensive Income (Unaudited) were reclassified to conform to current year presentation. For the three and nine months ended September 30, 2016, the Company reclassified $424,000 and $1,272,000, respectively, of expense from selling and administrative expenses to other expense, net. These amounts represent the non-service cost components of net periodic pension cost for the periods then ended, and were reclassified in connection with the adoption of ASU 2017-07. These reclassifications had no effect on previously reported net earnings or equity.

~~Earnings Per Share~~

Per Share

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


									Three Months Ended March 31,
									2023		2022
	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									$	7,445	$	4,053

Denominator:
Basic weighted average shares outstanding		10,160		10,461		10,299		10,556		9,483		9,596
Effect of dilutive securities:
Employee stock-based awards		58		55		61		49
Employee share-based awards										62		51
Diluted weighted average shares outstanding		10,218		10,516		10,360		10,605		9,545		9,647


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


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

Diluted weighted average shares outstanding for the three months ended ~~September 30, 2017, exclude~~March 31, 2023 excludes anti-dilutive ~~stock-based awards~~stock options totaling ~~1,116,325~~1,042,000 shares of common stock at a weighted average exercise price of $26.49. Diluted weighted average shares outstanding for the nine months ended September 30, 2017, exclude anti-dilutive stock-based awards totaling 844,036 shares of common stock at a weighted average price of $26.93.$26.79. Diluted weighted average shares outstanding for the three months ended ~~September 30, 2016, exclude~~March 31, 2022 excludes anti-dilutive ~~stock-based awards~~stock options totaling ~~1,232,000~~928,000 shares of common stock at a weighted average exercise price of ~~$26.14. Diluted weighted average shares outstanding for~~$27.24.

4.Investments

Investments, at fair value

At both March 31, 2023 and December 31, 2022, we had $0.1 million of cash invested in highly liquid taxable bond funds. We classify these investments as trading securities and report them at fair value. There were no significant unrealized gains or losses on these investments in the ~~nine months ended September 30, 2016, exclude anti-dilutive stock-based awards totaling 924,161 shares~~first quarters of ~~common stock~~2023 and 2022. The fair value measurements of these investments are based on quoted market prices in active markets, and thus represent a Level 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~~

We also invest in marketable securities. As noted in ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, all of ~~the Company’s~~our 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~~we have 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~~Company's marketable securities as of ~~September 30, 2017,~~March 31, 2023 and December 31, ~~2016.~~2022.


									March 31, 2023				December 31, 2022
									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)
Municipal bonds:
									(Dollars in thousands)
Marketable securities:
Current	$	11,354	$	11,380	$	4,601	$	4,610	$	1,098	$	1,098	$	1,385	$	1,381
Due from one through five years		9,819		10,157		12,133		12,486		3,757		3,758		3,977		3,950
Due from six through ten years		5,789		6,050		7,705		7,804		2,347		2,492		2,347		2,455
Due from eleven through twenty years		2,665		2,763		1,223		1,222		799		796		799		773
Total	$	29,627	$	30,350	$	25,662	$	26,122	$	8,001	$	8,144	$	8,508	$	8,559

The unrealized gains and losses on marketable securities at ~~September 30, 2017,~~March 31, 2023, and at December 31, ~~2016,~~2022, 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, 2023				December 31, 2022
	Unrealized		Unrealized		Unrealized		Unrealized
	Gains		Losses		Gains		Losses

	(Dollars in thousands)
Marketable securities	$	181	$	(38)	$	145	$	(94)

The estimated market values provided are ~~level~~Level 2 valuations as defined by ASC ~~820,~~~~Fair Value Measurements and Disclosures~~ ~~(“ASC 820”). The Company~~820. We reviewed ~~its~~our portfolio of investments as of ~~September 30, 2017~~March 31, 2023 and determined that no other-than-temporary market value impairment exists.

~~Intangible Assets~~

5.Intangible Assets

~~The Company’s~~

During the three months ended March 31, 2023, there were no changes in the carrying value of our indefinite-lived intangible assets (goodwill and trademarks). Our amortizable intangible assets, ~~as recorded in the Consolidated Condensed Balance Sheets (Unaudited) consisted of the following:~~

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

~~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, 2023						December 31, 2022
	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	$	(2,819)	$	681	$	3,500	$	(2,761)	$	739
Total amortizable intangible assets			$	3,500	$	(2,819)	$	681	$	3,500	$	(2,761)	$	739

Amortization expense related to the intangible assets was ~~approximately~~ $58,000 ~~for~~in both the ~~third~~first quarters of ~~2017~~2023 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.~~2022.

~~Segment Information~~

6.Segment Information

~~The Company has~~We have two reportable segments: North American wholesale operations (“~~wholesale”~~Wholesale”) and North American retail operations (“~~retail”~~Retail”). ~~The chief operating decision maker, the Company’s~~Our Chief Executive Officer evaluates the performance of ~~the Company’s~~our segments based on earnings 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~~our wholesale and retail operations in Australia, South Africa, and Asia Pacific, ~~and Europe,~~ which do not meet the criteria for separate reportable segment classification. Summarized segment data for the three month periods ended March 31, 2023 and ~~nine months ended September 30, 2017 and 2016,~~2022, 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)
2023
Product sales	$	60,200	$	4,291	$	11,887	$	76,378	$	69,281	$	8,930	$	7,467	$	85,678
Licensing revenues		528		-		-		528		616		—		—		616
Net sales	$	60,728	$	4,291	$	11,887	$	76,906	$	69,897	$	8,930	$	7,467	$	86,294
Earnings from operations	$	7,416	$	17	$	369	$	7,802	$	8,829	$	1,282	$	275	$	10,386

2016

2022
Product sales	$	61,645	$	4,702	$	12,197	$	78,544	$	66,668	$	7,860	$	6,400	$	80,928
Licensing revenues		525		-		-		525		432		—		—		432
Net sales	$	62,170	$	4,702	$	12,197	$	79,069	$	67,100	$	7,860	$	6,400	$	81,360
Earnings from operations	$	6,710	$	313	$	731	$	7,754
Earnings (loss) from operations									$	4,846	$	828	$	(243)	$	5,431

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~~

7.Employee Retirement Plans

The components of ~~the Company’s net periodic~~our 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,
	2023		2022

	(Dollars in thousands)
Service cost	$	118	$	112
Interest cost		672		432
Expected return on plan assets		(577)		(752)
Net amortization and deferral		134		208
Pension expense	$	347	$	—

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

8.Leases

We lease retail shoe stores, as well as several office and distribution facilities worldwide. The leases have original lease periods expiring between 2023 and 2029. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The ~~Company made~~components of our operating lease costs were as follows:


	Three Months Ended March 31,
	2023		2022

	(Dollars in thousands)
Operating lease costs	$	1,362	$	1,264
Variable lease costs ⁽¹⁾		2		—
Total lease costs	$	1,364	$	1,264

⁽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 our financial statements.

The following is a ~~$4.0 million pension contribution~~schedule of maturities of operating lease liabilities as of March 31, 2023:


	Operating Leases
	(Dollars in thousands)
2023, excluding the quarter ended March 31, 2023	$	3,697
2024		4,215
2025		3,213
2026		2,754
2027		1,628
Thereafter		1,084
Total lease payments		16,591
Less imputed interest		(1,424)
Present value of lease liabilities	$	15,167

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


	March 31, 2023		December 31, 2022

	(Dollars in thousands)
Operating lease liabilities - current	$	4,270	$	4,026
Operating lease liabilities - non-current		10,897		10,661
Total	$	15,167	$	14,687

We determined the present value of ~~2017. No additional~~our lease liabilities using a weighted-average discount rate of 4.25%. As of March 31, 2023, our leases have a weighted-average remaining lease term of 3.9 years.

Supplemental cash ~~contributions are expected~~flow information related to our operating leases is as follows:


	Three Months Ended March 31,
	2023		2022

	(Dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	1,286	$	1,128
Right-of-use assets obtained in exchange for new lease liabilities (noncash)	$	1,739	$	—

9. Income Taxes

The effective income tax rates for the ~~remainder~~three months ended March 31, 2023 and 2022 were 25.6% and 26.5%, respectively. The 2023 and 2022 effective tax rates differed from the federal rate of ~~2017.~~21% primarily because of state taxes. The 2023 and 2022 effective tax rates differed from the federal rate of 21% primarily because of state and foreign taxes.

~~Stock-Based Compensation Plans~~

10.Share-Based Compensation Plans

During the three ~~and nine~~ months ended ~~September 30, 2017, the Company~~March 31, 2023, we recognized ~~approximately $395,000 and $1,174,000 respectively,~~$338,000 of compensation expense associated with stock option and restricted stock awards granted in years ~~2013~~2018 through ~~2017.~~2022. During the three ~~and nine~~ months ended ~~September 30, 2016, the Company~~March 31, 2022, we recognized ~~approximately $393,000 and $1,121,000, respectively,~~$350,000 of compensation expense associated with stock option and restricted stock awards granted in years ~~2012~~2017 through ~~2016.~~2021.

The following table summarizes ~~the Company’s~~our stock option activity for the ~~nine-month~~three-month period ended ~~September 30, 2017:~~March 31, 2023:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term (Years)		Value*
Outstanding at December 31, 2016		1,486,257		$	26.13

													Weighted
											Weighted		Average
											Average		Remaining	Aggregate
											Exercise		Contractual	Intrinsic
										Shares	Price		Term (Years)	Value*
Outstanding at December 31, 2022										1,345,369	$	25.83
Granted		211,200		$	27.94					—		—
Exercised		(81,464	)	$	24.71					(2,100)		18.00
Forfeited or expired		(14,175	)	$	26.46					(1,020)		29.65
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
Outstanding at March 31, 2023										1,342,249	$	25.84	5.0	$	1,759,000
Exercisable at March 31, 2023										889,013	$	26.37	3.4	$	780,000

^*The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of ~~the Company's~~our Company’s common stock on ~~September 29, 2017, the last trading day~~March 31, 2023 of ~~the quarter, of $28.38~~$25.30 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~~our restricted stock award activity for the ~~nine-month~~three-month period ended ~~September 30, 2017:~~March 31, 2023:

						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

													Weighted
											Weighted		Average
										Shares of	Average		Remaining	Aggregate
										Restricted	Grant Date		Contractual	Intrinsic
										Stock	Fair Value		Term (Years)	Value*
Non-vested at December 31, 2022										71,808	$	24.67
Issued		30,800			27.94					—		—
Vested		(18,600	)		26.05					(150)		28.77
Forfeited		-			-					-		—
Non-vested at September 30, 2017		70,700		$	26.90		2.9	$	2,006,000
Non-vested at March 31, 2023										71,658	$	24.66	2.4	$	1,813,000

*The aggregate intrinsic value of non-vested restricted stock was calculated using the market value of ~~the Company's~~our Company’s common stock on ~~September 29, 2017, the last trading day~~March 31, 2023 of ~~the quarter, of $28.38~~$25.30 multiplied by the number of non-vested restricted shares outstanding.

~~10.~~

~~Short-Term Borrowings~~

11.Short-Term Borrowings

At ~~September 30, 2017, the Company~~March 31, 2023, we had a ~~$60~~$50.0 million ~~unsecured~~ revolving line of credit with a bank ~~expiring November 3, 2017. The~~that is secured by a lien against our general business assets, and expires on September 28, 2023. Outstanding advances on the line of credit ~~bears~~bear interest at the ~~daily London Interbank Offered Rate~~one-month term secured overnight financing rate (“~~LIBOR”~~SOFR”) plus ~~0.75%.~~145 basis points. Our line of credit agreement contains representations, warranties and covenants (including a minimum tangible net worth financial covenant) that are customary for a facility of this type. At ~~September 30, 2017,~~March 31, 2023, outstanding borrowings ~~were~~on the line of credit totaled approximately ~~$4.8~~$20.6 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, 2018.6.26%, and we were in compliance with all financial covenants.

~~11.~~

~~Financial Instruments~~

12.Financial Instruments

At ~~September 30, 2017, 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~~March 31, 2023, our wholly-owned subsidiary, Florsheim Australia, had foreign exchange contracts outstanding to buy ~~$3.7~~$3.2 million U.S. dollars at a price of approximately ~~$4.7~~$4.5 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 2023. Based on quarter-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts.

~~The Company determines~~We determine 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~~Level 2 valuation as defined by ASC 820.

~~12.~~

~~Comprehensive Income~~

13.Comprehensive Income

Comprehensive income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, was as follows:


									Three Months Ended March 31,
									2023		2022
	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	$	7,445	$	4,053
Foreign currency translation adjustments		452		261		1,672		1,222		(306)		521
Pension liability, net of tax of $52, $163, $154 and $490, respectively		80		256		241		767
Pension liability, net of tax of $35 and $54, respectively										99		154
Total comprehensive income	$	5,452	$	5,218	$	10,251	$	10,400	$	7,238	$	4,728

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


							March 31,		December 31,
							2023		2022
	September 30,			December 31,
	2017			2016
	(Dollars in thousands)
							(Dollars in thousands)
Foreign currency translation adjustments	$	(4,158	)	$	(5,489	)	$	(8,902)	$	(8,596)
Pension liability, net of tax		(10,839	)		(11,080	)		(11,498)		(11,597)
Total accumulated other comprehensive loss	$	(14,997	)	$	(16,569	)	$	(20,400)	$	(20,193)

The following ~~presents a tabular disclosure about~~tables show changes in accumulated other comprehensive loss during the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2023 and 2022:

Foreign
Currency
Translation
Adjustments Defined
Benefit
Pension
Items Total
Beginning balance, December 31, 2016 $ (5,489 ) $ (11,080 ) $ (16,569 )
Other comprehensive income before reclassifications 1,331 - 1,331
Amounts reclassified from accumulated other comprehensive loss - 241 241
Net current period other comprehensive income 1,331 241 1,572
Ending balance, September 30, 2017 $ (4,158 ) $ (10,839 ) $ (14,997 )


	Foreign		Defined
	Currency		Benefit
	Translation		Pension
	Adjustments		Items		Total
Beginning balance, December 31, 2022	$	(8,596)	$	(11,597)	$	(20,193)
Other comprehensive loss before reclassifications		(306)		—		(306)
Amounts reclassified from accumulated other comprehensive loss		—		99		99
Net current period other comprehensive (loss) income		(306)		99		(207)
Ending balance, March 31, 2023	$	(8,902)	$	(11,498)	$	(20,400)


	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		521		—		521
Amounts reclassified from accumulated other comprehensive loss		—		154		154
Net current period other comprehensive income		521		154		675
Ending balance, March 31, 2022	$	(6,262)	$	(17,857)	$	(24,119)

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, 2023 and 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

					Amounts reclassified from
					accumulated other
					comprehensive loss for					Affected line item in the
					the three months ended					statement where net income is
					March 31, 2023		March 31, 2022			presented
Amortization of defined benefit pension items
Prior service cost	$	(47)	⁽¹⁾	Other expense, net	$	5	$	2	⁽¹⁾	Other expense, net
Actuarial losses		442	⁽¹⁾	Other expense, net		129		206	⁽¹⁾	Other expense, net
Total before tax		395				134		208
Tax benefit		(154)				(35)		(54)
Net of tax	$	241			$	99	$	154

⁽¹⁾

These amounts were included in ~~the net periodic~~ pension ~~cost.~~expense. See Note 87 for additional details.

~~13.~~

~~Equity~~

14.Equity

~~A reconciliation of the Company’s~~The following table reconciles our equity for the ~~nine~~three months ended ~~September 30, 2017, is as follows:~~March 31, 2023:

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, 2022	$	9,584	$	70,475	$	164,039	$	(20,193)
Net earnings		—		—		7,445		—
Foreign currency translation adjustments		—		—		—		(306)
Pension liability adjustment, net of tax		—		—		—		99
Cash dividends declared		—		—		(2,289)		—
Stock options exercised, net of shares withheld for employee taxes and strike price		1		15		—		—
Share-based compensation expense		—		338		—		—
Shares purchased and retired		(62)		—		(1,478)		—
Balance, March 31, 2023	$	9,523	$	70,828	$	167,717	$	(20,400)

~~14.~~

~~Subsequent Events~~

~~On October~~The following table reconciles our equity for the three months ended March 31, 2017, the 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 to approximately 1.1 million shares.2022:


							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		—		—		4,053		—
Foreign currency translation adjustments		—		—		—		521
Pension liability adjustment, net of tax		—		—		—		154
Cash dividends declared		—		—		(2,316)		—
Stock options exercised, net of shares withheld for employee taxes and strike price		—		8		—		—
Share-based compensation expense		—		350		—		—
Shares purchased and retired		(75)		—		(1,722)		—
Balance, March 31, 2022	$	9,634	$	69,076	$	147,777	$	(24,119)

Item 2. ~~Management’s~~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~~within the ~~Company’s outlook for~~meaning of the ~~future.~~“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements represent ~~the Company's reasonable~~our 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~~our Annual Report on Form 10-K for the ~~year-ended~~year ended December 31, ~~2016.~~2022, filed March 13, 2023. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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~~We have two reportable segments, North American wholesale operations (“~~wholesale”~~Wholesale”) and North American retail operations (“~~retail”~~Retail”). In the ~~wholesale~~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~~our footwear in Mexico and certain markets overseas. Licensing revenues are included in ~~the Company’s wholesale~~our Wholesale segment. ~~The Company’s retail~~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~~ Our “other” operations include ~~the Company’s~~our wholesale and retail businesses in Australia, South Africa, and Asia Pacific (collectively, “Florsheim Australia”) ~~and Europe (“Florsheim Europe”)~~. 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 started the year 2023 strong, setting a first quarter sales record and generating robust record-level earnings in both our Wholesale and Retail segments.

~~Third Quarter Highlights~~Net sales of our Wholesale segment were up 4% for the quarter, led by our legacy business. Wholesale sales increased due to higher unit selling prices, while pairs shipped decreased 5%. Florsheim had another record quarter with a 15% increase, as the brand continues to pick up market share in the refined footwear category. Within the retail industry, Florsheim is seen as the go-to brand for on-trend dress footwear, and we continue to focus on expanding the brand into the hybrid and everyday casual market. Our Nunn Bush business was up slightly for the quarter with a 1% sales increase. Nunn Bush has made progress within the comfort casual segment, with over half of its sales coming from the casual category. Stacy Adams was down 3% for the quarter. Stacy Adams continues to be the leading brand for accessible fashion footwear, and we are well-positioned from an inventory and style perspective for the key upcoming prom and wedding seasons. Our legacy brands all experienced resurgent sales in 2022, as we benefited from historically high sell-throughs based on robust demand for refined footwear. Lower than normal inventory levels at retail also resulted in additional shipments through pipeline fill. As of Spring 2023, retail inventory levels have been reset and sell-through rates for our brands have normalized at slightly above pre-pandemic levels. While accounts are now taking a cautious approach to the market as they assess near-term consumer spending, we remain optimistic about our long-term prospects given the strength of our brands and our ability to favorably compete within the non-athletic footwear category.

BOGS first quarter sales were down 2%. After a record 2022, we have seen BOGS’ wholesale sales slow in 2023 as retailers remain cautious about adding to their outdoor footwear inventory given the mild winter in many parts of the country. We anticipate this sales trend to continue into the Fall as accounts right-size their inventory. We see this as a temporary set-back for the BOGS brand. BOGS experienced strong demand throughout the pandemic and has enjoyed extraordinary direct-to-consumer growth. While we are heavier than normal in terms of our BOGS inventory levels, we believe it is a manageable situation as we were careful to invest in evergreen

styles. Overall, the BOGS brand is healthy and maintains a leadership position within the weather boot category, as well as an expanding casual lifestyle business. We project a return to more normalized inventory levels in the fourth quarter of 2023 and a rebound in sales growth in 2024.

In our Retail segment, sales were up 14% for the quarter. Most of the increase was driven by internet sales; brick-and-mortar sales also increased for the quarter. First quarter retail operating earnings rose 55%. Our e-commerce team has been focused on reducing expenses as a percent of sales. The results this quarter indicated the progress that has been made in controlling expenses. Industry statistics show decreases in online sales year-over-year for footwear. We are currently bucking that trend. However, the challenging footwear retail market makes us mindful of the need to manage our expenses to maintain a healthy net profit margin.

Florsheim Australia’s net sales were up 17% for the quarter. In local currency, they were up 24%. While we were up against an easy comparable due to last year’s first Omicron partial shut-down in Australia and other overseas markets, our performance reflects a solid post-pandemic business model for the region. As in the U.S., our business overseas is trending well but faces uncertainty related to economic pressures as the world navigates higher interest rates and cautious consumer demand.

Consolidated Sales and Earnings

Consolidated net sales ~~for the third quarter~~were a first-quarter record of ~~2017 were $76.9~~$86.3 million, ~~down 3% as~~up 6% compared to ~~last year’s third quarter~~our previous record of $81.4 million in 2022. Consolidated gross earnings increased to 43.1% of net sales ~~of $79.1 million. Earnings from operations were $7.8 million in both 2017 and 2016. Consolidated net earnings attributable~~compared 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 quarter and $0.44 per share in the third quarter~~35.8% 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,~~in last year’s first quarter, 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.

~~Consolidated earnings from operations were relatively flat 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~~in our Wholesale segment. Operating 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~~were a first-quarter record of $10.4 million, up more than 90% over last year’s first ~~nine months~~quarter operating earnings of ~~2017~~$5.4 million. Net earnings were ~~$203.5~~a first-quarter record of $7.4 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% as~~or $0.78 per diluted share, up 84% compared to ~~$14.0~~$4.1 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~~or $0.42 per diluted share, last year. ~~Diluted earnings per share to date in 2017 were $0.81, versus $0.78 per share in the same period of 2016.~~

The majority of the decrease in consolidated net sales came from the Company’s wholesale segment. Wholesale net sales were down $10.0 million, due primarily to lower sales of the Stacy Adams, Nunn Bush, and BOGS brands, partially offset by higher sales of the Florsheim brand. 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 offset by higher gross margins and lower wholesale selling and administrative expenses this year. Earnings from operations in the Company’s other businesses were also down.

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

Financial Position ~~Highlights~~

At ~~September 30, 2017,~~March 31, 2023, our cash, short-term investments, and marketable securities totaled ~~$36.3~~$30.7 million and we had $20.6 million outstanding ~~debt totaled $4.8 million. At December 31, 2016, cash and marketable securities totaled $39.4~~on our $50.0 million ~~and outstanding debt totaled $4.3 million.~~revolving line of credit. During the first ~~nine~~three months of ~~2017, the Company~~2023, we generated ~~$16.4~~$23.0 million of cash from operations. ~~The Company paid dividends of $9.1 million, spent $11.6~~We used funds to pay down $10.5 million on ~~purchases~~our line of ~~Company stock, and purchased a net of $4.0~~credit, to pay $4.6 million in ~~marketable securities. The Company~~dividends, and to repurchase $1.5 million of our common stock. We also had ~~$1.4 million~~approximately $660,000 of capital expenditures.

SEGMENT ANALYSIS

Net sales and earnings from operations for ~~the Company’s~~our segments infor the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, were as follows:

Three Months Ended September 30, % Nine Months Ended September 30, %
2017 2016 Change 2017 2016 Change
(Dollars in thousands)
Net Sales
North American Wholesale $ 60,728 $ 62,170 -2% $ 155,869 $ 165,876 -6%
North American Retail 4,291 4,702 -9% 13,979 14,508 -4%
Other 11,887 12,197 -3% 33,631 34,452 -2%
Total $ 76,906 $ 79,069 -3% $ 203,479 $ 214,836 -5%

Earnings from Operations
North American Wholesale $ 7,416 $ 6,710 11% $ 11,880 $ 11,910 0%
North American Retail 17 313 -95% 244 787 -69%
Other 369 731 -50% 1,027 1,292 -21%
Total $ 7,802 $ 7,754 1% $ 13,151 $ 13,989 -6%


	Three Months Ended March 31,				%
	2023		2022		Change

	(Dollars in thousands)
Net Sales
North American Wholesale	$	69,897	$	67,100	4	%
North American Retail		8,930		7,860	14	%
Other		7,467		6,400	17	%
Total	$	86,294	$	81,360	6	%

Earnings from Operations
North American Wholesale	$	8,829	$	4,846	82	%
North American Retail		1,282		828	55	%
Other		275		(243)	213	%
Total	$	10,386	$	5,431	91	%

North American Wholesale Segment

Net Sales

Net sales in ~~the Company’s North American wholesale~~our Wholesale segment for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, were as follows:


	Three Months Ended March 31,				%
	2023		2022		Change

	(Dollars in thousands)
North American Wholesale Segment Net Sales
Stacy Adams	$	16,300	$	16,797	(3)	%
Nunn Bush		14,546		14,374	1	%
Florsheim		25,209		22,012	15	%
BOGS/Rafters		12,820		13,099	(2)	%
Forsake		406		386	5	%
Total North American Wholesale	$	69,281	$	66,668	4	%
Licensing		616		432	43	%
Total North American Wholesale Segment	$	69,897	$	67,100	4	%

~~North American~~Net sales in our Wholesale ~~Segment~~segment reached a first-quarter record of $69.9 million in 2023, up 4% over our previous record of $67.1 million last year. Wholesale sales increased due to higher unit selling prices, while pairs shipped decreased 5%. Florsheim posted 15% growth for the quarter, driven by higher sales of dress and dress-casual footwear, and achieved record quarterly sales on top of record sales for the brand last year. 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%

sales of our other major brands, Nunn Bush, Stacy Adams, and ~~Nunn Bush sales for the~~BOGS, remained relatively steady with last year’s robust first quarter and year-to-date periods were down mainly with department stores. The increases in Florsheim sales were primarily due to higher sales to department stores and national shoe chains. BOGS sales were down as a result of lower sales with outdoor retailers.

results.

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%~~38.2% of net sales compared to 30.0% of net sales in the ~~third~~first quarter of 2017, compared to 32.2% of net sales in last year’s third quarter. For the first nine months of the year, wholesale gross earnings rose to 32.1% of net sales in 2017, from 31.2% of net sales in 2016.2022. Gross margins improved due mainly to selling price increases implemented in 2022 to address higher costs. Last year’s first quarter gross margins were negatively impacted by higher inbound freight costs as a result of ~~a reduction in sales of closeout inventory,~~the global supply chain issues ongoing at that time, which ~~is sold at lower margins.~~have since eased.

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~~$17.9 million, or ~~22%~~26% of net sales, for the quarter compared to $15.3 million, or 23% of net sales, in ~~the third quarter~~last year’s first quarter. This year’s expenses included higher employee costs. Wholesale operating earnings reached a first-quarter record of ~~2017, and $13.3~~$8.8 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% of net sales, in 2017, as~~up 82% compared to ~~$39.8 million, or 24% of net sales, in 2016.~~

~~Earnings from operations in the North American wholesale segment were $7.4~~$4.8 million in 2022, driven by the ~~third quarter of 2017, up 11% as compared to $6.7 million in the third quarter of 2016. For the nine months ended September 30, 2017~~higher sales 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 the year, due to higher gross margins ~~and lower wholesale selling and administrative expenses.~~this year.

~~The Company’s~~Our 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 $4.2 million in the first quarter of 2023 and $3.6 million in the first quarter of 2022. 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 our Retail segment were a first-quarter record of $8.9 million, up 14% compared to our previous record of $7.9 million in 2022. The increase was primarily due to higher sales on the ~~Company’s North American retail segment declined $411,000~~Florsheim and ~~$529,000,~~Stacy Adams websites. Brick-and-mortar sales also increased for the three and nine months ended September 30, 2017, respectively, compared to the same periods last year. Same store sales, which include sales of both the U.S. internet business and brick and mortar same stores, were down 10% and 6% for the quarter and year-to-date periods, respectively. Same store sales were down due to decreased sales at both brick and mortar locations and on the Company’s websites. The majority of the Company’s brick and mortar locations are in Florida and Texas, and sales for the quarter and year were impacted by the recent hurricanes.quarter.

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%~~66.3% and 65.9% 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~~2023 and ~~higher retail selling and administrative expenses.~~2022, respectively. Selling and administrative expenses for the retail segment ~~include, and are primarily related~~were $4.6 million compared to ~~rent and occupancy costs, employee costs, advertising expense and freight. Retail selling and administrative expenses as~~$4.4 million last year. As a percent of net sales, ~~were 63% and 59% for the three-month periods ended September 30, 2017 and 2016, respectively. For the nine months ended September 30,~~retail selling and administrative expenses ~~as a percent of net sales~~ were ~~63%~~52% in ~~2017~~2023 and ~~60%~~55% in ~~2016.~~

~~Other~~

The Company’s other net sales were $11.9 million in the third quarter 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 were2022. This decrease was primarily due to lower ~~sales at both Florsheim Australia and Florsheim Europe. Florsheim Australia’s~~e-commerce expenses relative to net sales, ~~which accounts~~primarily outbound freight and advertising costs. We realized cost savings during the quarter as a result of measures taken over the past year to control costs.

Retail operating earnings were a first-quarter record of $1.3 million, up 55% compared to $828,000 last year. This increase was primarily due to higher sales and improved profitability in our e-commerce businesses. Brick and mortar operating earnings were also up for the ~~majority of other~~quarter.

Other

Other net sales ~~were down 2%~~ for ~~both~~ the first quarter ~~and first nine months~~ of ~~2017, as~~2023 totaled $7.5 million, up 17% compared to ~~the same periods of 2016.~~$6.4 million in 2022. In local currency, Florsheim ~~Australia’s~~Australia’s net sales were ~~down 6% for the quarter and 5% for the year-to-date period, compared to the same periods last year,~~up 24% with sales ~~down~~up in both its retail and wholesale businesses. Last year’s sales volumes in Asia were negatively impacted by COVID lockdowns imposed in Hong Kong during the quarter.

~~Collectively, the~~Other gross earnings were 60.5% of net sales compared to 59.6% of net sales in last year’s first quarter. Other operating earnings recovered to $275,000 in 2023, up from ~~operations~~operating losses of ~~the Company’s other businesses were $369,000 in the third quarter of 2017 and $731,000 in the same period~~$243,000 last year. For the nine months ended September 30, earnings from operations of the Company’s other businesses were $1.0 million in 2017 and $1.3 million in 2016. The decreases for the quarter and year-to-date periods were primarily due to lower operating earnings in Florsheim Australia’s retail businesses, mainly due to the decrease in retail sales.

Other income and expense

and taxes

Interest income was ~~$193,000~~$139,000 and ~~$190,000~~$91,000 in the ~~third~~first quarters of ~~2017~~2023 and ~~2016,~~2022, respectively. ~~For the nine months ended September 30, interest income was $572,000 in 2017 and $584,000 in 2016.~~ Interest expense increased to $385,000 for the ~~three and nine months ended September 30, 2017, decreased $61,000 and $221,000, respectively, compared to the same periods~~quarter, up from $1,000 in ~~2016,~~last year’s first quarter, due to ~~lower average~~interest incurred on the higher debt balances this ~~year compared~~year. Other expense, net, increased to ~~last year.~~

~~The Company adopted ASU 2017-07~~$130,000 for the quarter, up from $6,000 in the first quarter of ~~2017 and retrospectively applied it~~2022, due largely 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). The decrease in other expense for the quarter and first nine months of 2017 was mainly due to decreases of $316,000 and $949,000, respectively,an increase in the non-service cost components of pension expense. ~~Pension expense decreased in 2017 as a result~~

Our effective income tax rates for the three months ended March 31, 2023 and 2022 were 25.6% and 26.5%, respectively. The 2023 and 2022 effective tax rates differed from the federal rate of ~~freezing benefits under the pension plan, effective December 31, 2016.~~21% primarily because of state and foreign taxes.

LIQUIDITY AND CAPITAL RESOURCES

~~The Company’s~~Our primary sources of liquidity are ~~its~~ 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~~$23.0 million of cash from operating activities during the first three months of 2023, compared to ~~$27.8 million~~$231,000 in the same period ~~of 2016.~~one year ago. The ~~decrease between years~~increase in 2023 was primarily due to higher net earnings and changes in operating assets and liabilities, principally ~~inventory.~~inventory and accounts payable. Our overall inventory as of March 31, 2023 was $106.7 million, down from $128.0 million at December 31, 2022. As expected, our inventory levels have come down now that the supply chain has normalized, and we can plan our receipts closer to when we need to ship shoes to our customers.

~~The Company~~We paid ~~cash~~ dividends ~~of $9.1~~totaling $4.6 million and ~~$8.8~~$2.3 million ~~during~~in the ~~nine months ended September~~first quarters of 2023 and 2022, respectively. The increase in 2023 was due to a shift in timing of our quarterly dividend payment schedule; first quarter 2023 includes two quarterly dividend payments, as our fourth quarter 2022 dividend was paid in early January 2023. First quarter 2022 included one quarterly dividend payment, as our fourth quarter 2021 dividend was paid in December 2021. On May 2, 2023, our Board of Directors declared a cash dividend of $0.25 per share to all shareholders of record on May 26, 2023, payable June 30, ~~2017 and 2016, respectively.~~2023. This represents an increase of 4% above the previous quarterly dividend rate of $0.24.

~~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~~2023, we repurchased ~~420,711~~62,352 shares atfor a total cost of ~~$11.6~~$1.5 million. As of ~~September 30, 2017,~~March 31, 2023, we had the ~~Company had~~authority to repurchase approximately ~~144,000~~977,000 shares ~~available~~ under ~~its~~our previously announced stock repurchase program. On October 31, 2017, the 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~~approximately $660,000 in the first ~~nine~~three months of ~~2017.~~2023. Management estimates that annual capital expenditures for ~~2016~~2023 will be between ~~$1.5~~$2.0 million and ~~$2.0~~$4.0 million.

At ~~September 30, 2017, the Company~~March 31, 2023, we had a ~~$60~~$50.0 million ~~unsecured~~ revolving line of credit with a bank ~~expiring November 3, 2017. The line of credit bears interest at LIBOR plus 0.75%. The Company borrowed~~that is secured by a ~~net of $0.5 million~~lien against our general business assets, and expires on September 28, 2023. Outstanding advances on the line of credit ~~during~~bear interest at the ~~first nine months~~one-month term secured overnight financing rate (“SOFR”) plus 145 basis points. Our line of ~~2017.~~credit agreement contains representations, warranties and covenants (including a minimum tangible net worth financial covenant) that are customary for a facility of this type. At ~~September 30, 2017,~~March 31, 2023, outstanding borrowings ~~were $4.8~~on the line of credit totaled approximately $20.6 million at an interest rate of ~~2.0%. The highest balance on the~~6.26%, and we were in compliance with all financial covenants. 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, 2023, approximately ~~$1.6~~$4.1 million of cash and cash equivalents was held by ~~the Company’s~~our 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~~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~~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, our 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. The table below presents information ~~pursuant to Item 703(a)~~regarding our repurchases of ~~Regulation S-K regarding the purchase of the Company’s~~our common stock ~~by the Company~~ in the three-month period ~~ended September 30, 2017.~~March 31, 2023.

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
01/01/2023 - 01/31/2023	18,072	$	23.99	18,072	1,021,107
02/01/2023 - 02/28/2023	20,643	$	26.31	20,643	1,000,464
03/01/2023 - 03/31/2023	23,637	$	23.38	23,637	976,827
Total	62,352	$	24.70	62,352

⁽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

~~10.1~~ 31.1		~~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, 2023 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, 2023 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 10, 2023		/s/ Judy Anderson
		Judy Anderson
		Vice President and Chief Financial Officer