UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________________ to _____________________________
Commission File Number:
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
(
(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 |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ | 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
As of July 31, 2024, there were
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The following consolidated condensed balance sheet as of December 31, 2023, which has been derived from audited financial statements, and the unaudited interim consolidated condensed financial statements have been prepared by Weyco Group, Inc. (“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 we believe that the disclosures made are adequate to make the information not misleading. Please read these consolidated condensed financial statements in conjunction with the financial statements and notes thereto included in our latest Annual Report on Form 10-K.
1
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
| June 30, |
| December 31, | |||
2024 | 2023 | |||||
(Dollars in thousands) | ||||||
ASSETS: |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Marketable securities, at amortized cost |
| — |
| | ||
Accounts receivable, net |
| |
| | ||
Income tax receivable | | | ||||
Inventories |
| |
| | ||
Prepaid expenses and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Marketable securities, at amortized cost |
| |
| | ||
Deferred income tax benefits |
| |
| | ||
Property, plant and equipment, net |
| |
| | ||
Operating lease right-of-use assets | | | ||||
Goodwill |
| |
| | ||
Trademarks |
| |
| | ||
Other assets |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND EQUITY: |
| |||||
Accounts payable | $ | | $ | | ||
Dividend payable | — | | ||||
Operating lease liabilities | | | ||||
Accrued liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Deferred income tax liabilities |
| |
| | ||
Long-term pension liability |
| |
| | ||
Operating lease liabilities | | | ||||
Other long-term liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Common stock |
| |
| | ||
Capital in excess of par value | | | ||||
Reinvested earnings |
| |
| | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total equity |
| |
| | ||
Total liabilities and equity | $ | | $ | | ||
The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.
2
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
(In thousands, except per share amounts) | |||||||||||||
Net sales | $ | | $ | | $ | | $ | | |||||
Cost of sales |
| |
| |
| |
| | |||||
Gross earnings |
| |
| |
| |
| | |||||
Selling and administrative expenses |
| |
| |
| |
| | |||||
Earnings from operations |
| |
| |
| |
| | |||||
Interest income |
| |
| |
| |
| | |||||
Interest expense |
| — |
| ( |
| — |
| ( | |||||
Other expense, net |
| ( |
| ( |
| ( |
| ( | |||||
Earnings before provision for income taxes |
| |
| |
| |
| | |||||
Provision for income taxes |
| |
| |
| |
| | |||||
Net earnings | $ | | $ | | $ | | $ | | |||||
Weighted average shares outstanding | |||||||||||||
Basic | | | | | |||||||||
Diluted | | | | | |||||||||
Earnings per share | |||||||||||||
Basic | $ | | $ | | $ | | $ | | |||||
Diluted | $ | | $ | | $ | | $ | | |||||
Cash dividends declared (per share) | $ | | $ | | $ | | $ | | |||||
Comprehensive income | $ | | $ | | $ | | $ | | |||||
The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.
3
WEYCO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended June 30, |
| |||||
2024 | 2023 | ||||||
(Dollars in thousands) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
Net earnings | $ | | $ | | |||
Adjustments to reconcile net earnings to net cash provided by operating activities - |
|
| |||||
Depreciation |
| |
| | |||
Amortization |
| |
| | |||
Bad debt (recovery) expense |
| ( |
| | |||
Deferred income taxes |
| ( |
| | |||
Net foreign currency transaction losses (gains) |
| |
| ( | |||
Share-based compensation expense |
| |
| | |||
Pension expense |
| |
| | |||
Loss on disposal of fixed assets | | — | |||||
Increase in cash surrender value of life insurance |
| ( |
| ( | |||
Changes in operating assets and liabilities - |
|
| |||||
Accounts receivable |
| |
| | |||
Inventories |
| |
| | |||
Prepaid expenses and other assets |
| |
| | |||
Accounts payable |
| ( |
| ( | |||
Accrued liabilities and other |
| ( |
| ( | |||
Accrued income taxes |
| ( |
| ( | |||
Excess tax benefits from share-based compensation |
| — |
| ( | |||
Net cash provided by operating activities |
| |
| | |||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
| |||
Proceeds from maturities of marketable securities |
| |
| | |||
Purchases of property, plant and equipment |
| ( |
| ( | |||
Net cash used for investing activities |
| ( |
| ( | |||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
| |||||
Cash dividends paid |
| ( |
| ( | |||
Shares purchased and retired |
| ( |
| ( | |||
Net proceeds from stock options exercised |
| — | | ||||
Payment of contingent consideration |
| — |
| ( | |||
Taxes paid related to the net share settlement of equity awards |
| — | ( | ||||
Proceeds from bank borrowings |
| — |
| | |||
Repayments of bank borrowings | — | ( | |||||
Net cash used for financing activities |
| ( |
| ( | |||
Effect of exchange rate changes on cash and cash equivalents |
| ( |
| | |||
Net increase in cash and cash equivalents | $ | | $ | | |||
CASH AND CASH EQUIVALENTS at beginning of period |
| | | ||||
CASH AND CASH EQUIVALENTS at end of period | $ | | $ | | |||
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
| |||||
Income taxes paid, net of refunds | $ | | $ | | |||
Interest paid | $ | — | $ | | |||
The accompanying notes to consolidated condensed financial statements (unaudited) are an integral part of these financial statements.
4
NOTES:
1. Financial Statements
In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary to present fairly our 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 six months ended June 30, 2024, may not necessarily be indicative of the results for the full year.
Use of Estimates
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 Pronouncements
Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The objective of ASU 2023-07 is to require entities to provide enhanced disclosures on significant segment expenses. ASU 2023-07 is effective for public companies in annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. We are currently evaluating the impact that ASU 2023-07 will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. We are currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements.
3. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||||
(In thousands, except per share amounts) | |||||||||||||
Numerator: |
|
|
|
|
|
|
|
|
| ||||
Net earnings | $ | | $ | | $ | | $ | | |||||
Denominator: |
|
|
|
|
|
|
|
| |||||
Basic weighted average shares outstanding |
| |
| |
| |
| | |||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
| |||||
Employee share-based awards |
| |
| |
| |
| | |||||
Diluted weighted average shares outstanding |
| |
| |
| |
| | |||||
Basic earnings per share | $ | | $ | | $ | | $ | | |||||
Diluted earnings per share | $ | | $ | | $ | | $ | | |||||
Diluted weighted average shares outstanding for the three months ended June 30, 2024, excluded anti-dilutive stock options totaling
5
4. Investments
All our marketable securities are classified as held-to-maturity securities and reported at amortized cost pursuant to ASC 320, Investments – Debt and Equity Securities, as 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 our marketable securities as of June 30, 2024, and December 31, 2023.
June 30, 2024 | December 31, 2023 | ||||||||||||
| Amortized |
| Market |
| Amortized |
| Market |
| |||||
| Cost |
| Value |
| Cost |
| Value |
| |||||
(Dollars in thousands) | |||||||||||||
Marketable securities: |
|
|
|
|
|
|
|
|
| ||||
Current | $ | — | $ | — | $ | | $ | | |||||
Due from one through five years |
| |
| |
| |
| | |||||
Due from six through ten years |
| |
| |
| |
| | |||||
Total | $ | | $ | | $ | | $ | | |||||
The unrealized gains and losses on marketable securities at June 30, 2024, and at December 31, 2023, were as follows:
June 30, 2024 | December 31, 2023 | ||||||||||||
| Unrealized |
| Unrealized |
| Unrealized |
| Unrealized |
| |||||
| Gains |
| Losses |
| Gains |
| Losses |
| |||||
(Dollars in thousands) | |||||||||||||
Marketable securities | $ | | $ | ( | $ | | $ | ( | |||||
The estimated market values provided are Level 2 valuations as defined by ASC 820, Fair Value Measurements and Disclosures. We reviewed our portfolio of investments as of June 30, 2024, and determined that no other-than-temporary market value impairment exists.
5. Intangible Assets
During the six months ended June 30, 2024, there were
|
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||
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 |
| $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
Total amortizable intangible assets | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||||||
Amortization expense related to the intangible assets was approximately $
6
6. Segment Information
We have
Three Months Ended | ||||||||||||
June 30, |
| Wholesale |
| Retail |
| Other |
| Total | ||||
(Dollars in thousands) | ||||||||||||
2024 |
|
|
|
|
|
|
| |||||
Product sales | $ | | $ | | $ | | $ | | ||||
Licensing revenues |
| |
| — |
| — |
| | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Earnings from operations | $ | | $ | | $ | | $ | | ||||
|
|
|
| |||||||||
2023 |
|
|
|
| ||||||||
Product sales | $ | | $ | | $ | | $ | | ||||
Licensing revenues |
| |
| — |
| — |
| | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Earnings from operations | $ | | $ | | $ | | $ | | ||||
Six Months Ended | ||||||||||||
June 30, |
| Wholesale |
| Retail |
| Other |
| Total | ||||
(Dollars in thousands) | ||||||||||||
2024 |
|
|
|
|
|
|
|
| ||||
Product sales | $ | | $ | | $ | | $ | | ||||
Licensing revenues |
| |
| — |
| — |
| | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Earnings from operations | $ | | $ | | $ | ( | $ | | ||||
|
|
|
| |||||||||
2023 |
|
|
|
| ||||||||
Product sales | $ | | $ | | $ | | $ | | ||||
Licensing revenues |
| |
| — |
| — |
| | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Earnings from operations | $ | | $ | | $ | | $ | | ||||
7. Employee Retirement Plans
The components of our pension expense were as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(Dollars in thousands) | ||||||||||||
Service cost | $ | | $ | | $ | | $ | | ||||
Interest cost |
| |
| |
| |
| | ||||
Expected return on plan assets |
| ( |
| ( |
| ( |
| ( | ||||
Net amortization and deferral |
| |
| |
| |
| | ||||
Pension expense | $ | | $ | | $ | | $ | | ||||
The components of pension expense other than the service cost component were included in “other expense, net” in the Consolidated Condensed Statements of Earnings and Comprehensive Income (Unaudited).
7
8. Leases
We lease retail shoe stores, as well as several office and distribution facilities worldwide. These leases have original lease periods expiring between 2024 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 components of our operating lease costs were as follows:
| Three Months Ended June 30, |
| Six Months Ended June 30, |
| |||||||||
| 2024 | 2023 |
| 2024 | 2023 |
| |||||||
(Dollars in thousands) | |||||||||||||
Operating lease costs |
| $ | | $ | |
| $ | | $ | |
| ||
Variable lease costs (1) | — | | — | | |||||||||
Total lease costs |
| $ | | $ | |
| $ | | $ | |
| ||
(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 schedule of maturities of operating lease liabilities as of June 30, 2024:
|
| Operating Leases | |
(Dollars in thousands) | |||
2024, excluding the six months ended June 30, 2024 |
| $ | |
2025 |
|
| |
2026 |
|
| |
2027 |
|
| |
2028 | | ||
Thereafter |
|
| |
Total lease payments |
|
| |
Less: imputed interest |
|
| ( |
Present value of lease liabilities |
| $ | |
The operating lease liabilities were classified in the consolidated condensed balance sheets (unaudited) as follows:
| June 30, | December 31, | ||||
2024 |
| 2023 | ||||
(Dollars in thousands) | ||||||
Operating lease liabilities - current | $ | | $ | | ||
Operating lease liabilities - non-current | | | ||||
Total |
| $ | | $ | | |
We determined the present value of our lease liabilities using a weighted-average discount rate of
Supplemental cash flow information related to our operating leases is as follows:
| Three Months Ended June 30, |
| Six Months Ended June 30, |
| |||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
(Dollars in thousands) | |||||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
| $ | | $ | |
| $ | | $ | |
| ||
Right-of-use assets obtained in exchange for new lease liabilities (noncash) | $ | | $ | — | $ | | $ | | |||||
8
9. Income Taxes
The effective income tax rates for the three months ended June 30, 2024 and 2023 were
10. Share-Based Compensation Plans
During the three and six months ended June 30, 2024, we recognized $
The following table summarizes our stock option activity for the six-month period ended June 30, 2024:
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Exercise | Contractual | Intrinsic | ||||||||
| Shares |
| Price |
| Term (Years) |
| Value* | |||
Outstanding at December 31, 2023 |
| | $ | |
|
|
|
| ||
Granted |
| — | — |
|
|
|
| |||
Exercised |
| ( | |
|
|
|
| |||
Forfeited or expired |
| ( | |
|
|
|
| |||
Outstanding at June 30, 2024 |
| | $ | |
| $ | | |||
Exercisable at June 30, 2024 |
| | $ | |
| $ | | |||
*The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of our common stock on June 28, 2024, the last trading day of the quarter, of $
The following table summarizes our restricted stock award activity for the six-month period ended June 30, 2024:
|
|
|
|
| ||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Shares of | Average | Remaining | Aggregate | |||||||||
Restricted | Grant Date | Contractual | Intrinsic | |||||||||
Stock | Fair Value | Term (Years) | Value* | |||||||||
Non-vested - December 31, 2023 |
| | $ | |
|
|
| |||||
Issued |
| — |
| — |
|
|
| |||||
Vested |
| ( |
| |
|
|
| |||||
Forfeited |
| — |
| — |
|
|
| |||||
Non-vested - June 30, 2024 |
| | $ | | $ | |||||||
*The aggregate intrinsic value of non-vested restricted stock was calculated using the market value of our common stock on June 28, 2024, the last trading day of the quarter, of $
11. Short-Term Borrowings
At June 30, 2024, we had a $
9
12. Financial Instruments
At June 30, 2024, our wholly-owned subsidiary, Florsheim Australia, had foreign exchange contracts outstanding to buy $
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 2 valuation as defined by ASC 820.
13. Comprehensive Income
Comprehensive income for the three and six months ended June 30, 2024 and 2023, was as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(Dollars in thousands) | ||||||||||||
Net earnings | $ | | $ | | $ | | $ | | ||||
Foreign currency translation adjustments |
| |
| |
| ( |
| ( | ||||
Pension liability adjustment, net of tax of $ |
| |
| |
| |
| | ||||
Total comprehensive income | $ | | $ | | $ | | $ | | ||||
The components of accumulated other comprehensive loss as recorded in the Consolidated Condensed Balance Sheets (Unaudited) were as follows:
| June 30, |
| December 31, | |||
2024 | 2023 | |||||
(Dollars in thousands) | ||||||
Foreign currency translation adjustments | $ | ( | $ | ( | ||
Pension liability, net of tax |
| ( |
| ( | ||
Total accumulated other comprehensive loss | $ | ( | $ | ( | ||
The following tables show changes in accumulated other comprehensive loss during the six months ended June 30, 2024 and 2023:
| Foreign Currency |
|
| ||||||
Translation | Defined Benefit | ||||||||
| Adjustments |
| Pension Items |
| Total | ||||
Balance, December 31, 2023 | $ | ( | $ | ( | $ | ( | |||
Other comprehensive loss before reclassifications | ( | — | ( | ||||||
Amounts reclassified from accumulated other comprehensive loss | — | | | ||||||
Net current period other comprehensive (loss) income | ( | | ( | ||||||
Balance, June 30, 2024 | $ | ( | $ | ( | $ | ( | |||
| Foreign Currency |
|
| ||||||
Translation | Defined Benefit | ||||||||
| Adjustments |
| Pension Items |
| Total | ||||
Balance, December 31, 2022 | $ | ( | $ | ( | $ | ( | |||
Other comprehensive loss before reclassifications | ( | — | ( | ||||||
Amounts reclassified from accumulated other comprehensive loss | — | | | ||||||
Net current period other comprehensive (loss) income | ( | | | ||||||
Balance, June 30, 2023 | $ | ( | $ | ( | $ | ( | |||
10
The following table shows reclassification adjustments out of accumulated other comprehensive loss during the three and six months ended June 30, 2024 and 2023:
Amounts Reclassified from Accumulated Other Comprehensive Loss | Affected line item in the | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | statement where net | ||||||||||||||
2024 | 2023 |
| 2024 | 2023 |
| earnings is presented | ||||||||||
Amortization of defined benefit pension items |
|
|
|
|
| |||||||||||
Prior service cost | $ | | (1) | $ | | (1) | $ | | (1) | $ | | (1) | Other expense, net | |||
Actuarial losses | | (1) |
| | (1) | | (1) |
| | (1) | Other expense, net | |||||
Total before tax | |
| |
| |
| |
|
| |||||||
Tax benefit | ( |
| ( |
| ( |
| ( |
|
| |||||||
Net of tax | $ | | $ | |
| $ | | $ | |
|
| |||||
| (1) |
14. Equity
The following table reconciles our equity for the six months ended June 30, 2024:
Accumulated | ||||||||||||
Capital in | Other | |||||||||||
Common | Excess of | Reinvested | Comprehensive | |||||||||
| Stock |
| Par Value |
| Earnings |
| Loss | |||||
(Dollars in thousands) | ||||||||||||
Balance, December 31, 2023 | $ | | $ | | $ | | $ | ( | ||||
Net earnings |
| — |
| — |
| |
| — | ||||
Foreign currency translation adjustments |
| — |
| — |
| — |
| ( | ||||
Pension liability adjustment, net of tax |
| — |
| — |
| — |
| | ||||
Cash dividends declared ($ |
| — |
| — |
| ( |
| — | ||||
Stock options exercised, net of shares withheld for employee taxes and strike price | | ( | — | — | ||||||||
Share-based compensation expense |
| — |
| |
| — |
| — | ||||
Shares purchased and retired | — | — | ( | — | ||||||||
Balance, March 31, 2024 | $ | | | $ | | ( | ||||||
Net earnings | — | — | | — | ||||||||
Foreign currency translation adjustments | — | — | — | | ||||||||
Pension liability adjustment, net of tax | — | — | — | | ||||||||
Cash dividends declared ($ | — | — | ( | — | ||||||||
Stock options exercised, net of shares withheld for employee taxes and strike price | | ( | — | — | ||||||||
Share-based compensation expense | — | | — | — | ||||||||
Shares purchased and retired | ( | — | ( | — | ||||||||
Balance, June 30, 2024 | $ | | | | ( | |||||||
11
The following table reconciles our equity for the six months ended June 30, 2023:
Accumulated | ||||||||||||
Capital in | Other | |||||||||||
Common | Excess of | Reinvested | Comprehensive | |||||||||
| Stock |
| Par Value |
| Earnings |
| Loss | |||||
(Dollars in thousands) | ||||||||||||
Balance, December 31, 2022 | $ | | $ | | $ | | $ | ( | ||||
Net earnings |
| — |
| — |
| |
| — | ||||
Foreign currency translation adjustments |
| — |
| — |
| — |
| ( | ||||
Pension liability adjustment, net of tax |
| — |
| — |
| — |
| | ||||
Cash dividends declared ($ |
| — |
| — |
| ( |
| — | ||||
Stock options exercised, net of shares withheld for employee taxes and strike price | | | — | — | ||||||||
Share-based compensation expense | — | | — | — | ||||||||
Shares purchased and retired | ( | — | ( | — | ||||||||
Balance, March 31, 2023 | $ | | $ | | $ | | $ | ( | ||||
Net earnings | — | — | | — | ||||||||
Foreign currency translation adjustments | — | — | — | | ||||||||
Pension liability adjustment, net of tax | — | — | — | | ||||||||
Cash dividends declared ($ | — | — | ( | — | ||||||||
Stock options exercised, net of shares withheld for employee taxes and strike price | | ( | — | — | ||||||||
Share-based compensation expense | — | | — | — | ||||||||
Shares purchased and retired | ( | — | ( | — | ||||||||
Balance, June 30, 2023 | $ | | $ | | $ | | $ | ( | ||||
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements represent 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,” “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 our Annual Report on Form 10-K for the year-ended December 31, 2023, filed on March 14, 2024, which information is incorporated herein by reference. 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, markets, and distributes quality and innovative footwear principally for men, but also for women and children, under a portfolio of well-recognized brand names including: Florsheim, Nunn Bush, Stacy Adams, BOGS, Rafters, and Forsake. Inventory is purchased from third-party overseas manufacturers. Almost all of these foreign-sourced purchases are denominated in U.S. dollars.
We have two reportable segments, North American wholesale operations (“Wholesale”) and North American retail operations (“Retail”). In the Wholesale segment, our products are sold to leading footwear, department, and specialty stores, as well as e-commerce retailers, primarily in the United States and Canada. We also have licensing agreements with third parties who sell our branded apparel, accessories, and specialty footwear in the United States, as well as our footwear in Mexico and certain markets overseas. Licensing revenues are included in our Wholesale segment. Our Retail segment consists of e-commerce businesses and four brick-and-mortar retail stores in the United States. Retail sales are made directly to consumers on our websites, or by our employees in our stores. Our “other” operations include our wholesale and retail businesses in Australia, South Africa, and Asia Pacific (collectively, “Florsheim Australia”). We ceased operations in the Asia Pacific region in 2023, and are in the final stages of winding down that business. The majority of our operations are in the United States and our results are primarily affected by the economic conditions and the retail environment in the United States.
EXECUTIVE OVERVIEW
Wholesale segment net sales were down 2% for the quarter. Despite the decrease, wholesale operating earnings improved because of higher gross margins. As we enter the second half of the year, many retailers remain conservative in their approach to future order bookings. However, we are encouraged by the strength of our at-once business, and believe we are well-positioned with the right inventory to leverage an uptick in consumer demand.
Net sales attributable to our legacy businesses (comprised of our Stacy Adams, Nunn Bush, and Florsheim brands) increased slightly in the second quarter, with Florsheim and Nunn Bush up 3% and 8%, respectively, and Stacy Adams down 10%. The increase for Nunn Bush was partly due to a timing shift of shipments to a large retailer from third to second quarter. Our legacy brands face the challenge of maintaining a strong position in refined footwear while expanding their presence in the casual segment. The traditional dress and dress-casual footwear categories comprise a meaningful but shrinking market. While we remain committed to maximizing our leadership position in refined footwear, growth over the medium to long term is dependent on each brand’s ability to navigate the casual lifestyle aesthetic that accelerated during the pandemic. From a product perspective, we are focused on introducing more hybrid and athleisure styles that appeal to today’s consumer who places a premium on versatility and comfort. Our success in these categories is most evident on our websites: Nunn Bush and Florsheim now derive more than half of their direct-to-consumer sales volume from true casual and hybrid footwear. Stacy Adams, our most dress-oriented brand, has also started to make inroads selling hybrid footwear. As we move forward, we expect all three brands to benefit from a more balanced product offering.
Our BOGS business experienced a 33% decline in net sales for the quarter. As noted in previous quarters, the outdoor weather boot market has been affected by an oversaturation of inventory and two relatively mild winters. Retailers have spent the last eighteen months working to normalize their inventory levels. We are now seeing early signs of renewed wholesale demand in the U.S., as retailers evaluate their upcoming inventory needs. We remain cautiously optimistic as we approach the key Fall selling season.
13
A current focus for BOGS is to enhance the brand's presence in the work-footwear category which is more of a year-round business. We are introducing lighter insulated boots with seamless construction suitable for use from September through May. These seamless construction boots offer more than twice the durability of traditional vulcanized boots and should serve as a significant differentiator as we expand our footprint in the Farm and Agriculture channel.
Retail sales, which are mainly generated by our websites, were flat for the quarter. We are encountering a more price-sensitive, competitive environment. Nunn Bush and Stacy Adams experienced slight declines for the quarter that offset low, single-digit increases in BOGS and Florsheim. We continue to invest in our online platform as we believe this is an area of future growth.
Sales at Florsheim Australia were down 23% for the quarter. Approximately half of the decrease was attributable to the closing of our Asia Pacific business in late 2023. Australia’s results were also impacted by the loss of a sizeable wholesale customer, three fewer stores operating in the quarter compared to the same period last year, and a challenging environment at retail. Like their counterparts in the U.S., Australian consumers are facing inflationary pressures for basic everyday necessities and housing, leading to reduced spending on discretionary items, such as footwear and apparel. Additionally, we had three fewer stores in Australia in the second quarter of 2024 compared to the same period last year. We are focused on controlling our costs while working to turn around both our Australian retail and wholesale businesses.
Second Quarter Highlights
Consolidated net sales were $63.9 million, down 5% compared to net sales of $67.0 million in the second quarter of 2023. Consolidated gross earnings increased to 43.9% of net sales compared to 43.3% of net sales in last year’s second quarter, due mainly to higher gross margins in our Wholesale segment. Earnings from operations totaled approximately $6.7 million in both the second quarters of 2024 and 2023. Second-quarter 2024 net earnings were a record $5.6 million, or $0.59 per diluted share, up 15% over our previous record of $4.9 million or $0.50 per diluted share, last year.
Year-To-Date Highlights
Consolidated net sales for the first half of 2024 were $135.5 million, down 12% from $153.3 million in 2023. Consolidated gross earnings increased to 44.4% of net sales in the first six months of 2024 versus 43.2% of net sales in the same period one year ago. The increase was due to higher gross margins in our Wholesale segment. Year-to-date earnings from operations totaled $14.9 million, down 13% from record operating earnings of $17.1 million in 2023. Our net earnings were $12.3 million, or $1.28 per diluted share, in the first six months of 2024, level with last year’s net earnings in the same period.
Financial Position Highlights
At June 30, 2024, our cash and marketable securities totaled $84.8 million and we had no debt outstanding on our $40.0 million revolving line of credit. During the first six months of 2024, we generated $17.7 million of cash from operations and used funds to pay $7.2 million in dividends. We also repurchased $0.5 million of our common stock and had $0.3 million of capital expenditures during the period.
SEGMENT ANALYSIS
Net sales and earnings from operations for our segments for the three and six months ended June 30, 2024 and 2023, were as follows:
Three Months Ended June 30, | % | Six Months Ended June 30, | % | ||||||||||||||||
| 2024 |
| 2023 |
| Change |
|
| 2024 |
| 2023 |
| Change |
|
| |||||
(Dollars in thousands) |
| ||||||||||||||||||
Net Sales |
|
|
|
|
|
|
|
| |||||||||||
North American Wholesale | $ | 50,248 | $ | 51,464 |
| (2) | % | $ | 106,498 | $ | 121,361 |
| (12) | % | |||||
North American Retail |
| 7,603 |
| 7,627 |
| 0 | % |
| 17,422 |
| 16,557 |
| 5 | % | |||||
Other |
| 6,081 |
| 7,923 |
| (23) | % |
| 11,570 |
| 15,390 |
| (25) | % | |||||
Total | $ | 63,932 | $ | 67,014 |
| (5) | % | $ | 135,490 | $ | 153,308 |
| (12) | % | |||||
Earnings from Operations |
|
|
|
|
|
|
|
| |||||||||||
North American Wholesale | $ | 5,784 | $ | 5,355 |
| 8 | % | $ | 13,175 | $ | 14,184 |
| (7) | % | |||||
North American Retail |
| 695 |
| 1,069 |
| (35) | % |
| 1,992 |
| 2,351 |
| (15) | % | |||||
Other |
| 182 |
| 276 |
| (34) | % |
| (255) |
| 551 |
| NM | ||||||
Total | $ | 6,661 | $ | 6,700 |
| (1) | % | $ | 14,912 | $ | 17,086 |
| (13) | % | |||||
NM – Not meaningful
14
North American Wholesale Segment
Net Sales
Net sales in our Wholesale segment for the three and six months ended June 30, 2024 and 2023, were as follows:
Three Months Ended June 30, | % |
| Six Months Ended June 30, | % |
| ||||||||||||||
| 2024 |
| 2023 |
| Change |
|
| 2024 |
| 2023 |
| Change |
|
| |||||
(Dollars in thousands) |
| ||||||||||||||||||
North American Wholesale Net Sales |
|
|
|
|
|
|
|
| |||||||||||
Stacy Adams | $ | 11,779 | $ | 13,102 |
| (10) | % | $ | 25,537 | $ | 29,402 |
| (13) | % | |||||
Nunn Bush |
| 12,683 |
| 11,734 |
| 8 | % |
| 25,373 |
| 26,280 |
| (3) | % | |||||
Florsheim |
| 22,068 |
| 21,456 |
| 3 | % |
| 44,463 |
| 46,665 |
| (5) | % | |||||
BOGS/Rafters |
| 2,969 |
| 4,421 |
| (33) | % |
| 9,628 |
| 17,241 |
| (44) | % | |||||
Forsake |
| 242 |
| 197 |
| 23 | % |
| 463 |
| 603 |
| (23) | % | |||||
Total North American Wholesale | $ | 49,741 | $ | 50,910 |
| (2) | % | $ | 105,464 | $ | 120,191 |
| (12) | % | |||||
Licensing |
| 507 |
| 554 |
| (8) | % |
| 1,034 |
| 1,170 |
| (12) | % | |||||
Total North American Wholesale Segment | $ | 50,248 | $ | 51,464 |
| (2) | % | $ | 106,498 | $ | 121,361 |
| (12) | % | |||||
Wholesale net sales for the second quarter of 2024 were down 2% compared to last year’s second quarter, due to lower sales of the BOGS and Stacy Adams brands partially offset by higher sales of the Nunn Bush and Florsheim brands. For the six months ended June 30, 2024, wholesale net sales were down 12% compared to the first six months of 2023, with sales down across all our brands due to reduced consumer demand. Our BOGS brand experienced the largest decreases for the three and six-month periods, as outdoor retailers continue to be cautious with orders after a recent period of oversaturation of inventories in the outdoor boot market. We believe retailer inventory levels are starting to normalize and BOGS demand will improve as we enter the prime selling season for the brand in the second half of the year.
Earnings from Operations
Wholesale gross earnings were 38.2% of net sales in the second quarter of 2024 compared to 37.0% of net sales in last year’s second quarter. For the six months ended June 30, wholesale gross earnings as a percent of net sales were 39.0% in 2024 and 37.7% in 2023. Gross margins improved for both the quarter and year-to-date periods as a result of lower inventory costs, primarily inbound freight. Freight costs stabilized beginning in the first half of 2022, but because of the large buildup of inventories in 2022, it was not until late 2023 that we sold through inventory with higher freight costs and were able to begin realizing the full benefit of the lower freight costs.
Wholesale selling and administrative expenses consist primarily of distribution costs, salaries and commissions, advertising costs, employee benefit costs, and depreciation. Wholesale selling and administrative expenses totaled $13.4 million for the quarter compared to $13.7 million in last year’s second quarter, which constituted 27% of net sales in both periods. For the six months ended June 30, wholesale selling and administrative expenses were $28.3 million, or 27% of net sales, in 2024, versus $31.6 million, or 26% of net sales, in 2023.
Wholesale operating earnings rose 8% to $5.8 million for the quarter, from $5.4 million in last year’s second quarter, primarily due to the impact of higher gross margins. For the six months ended June 30, 2024, wholesale operating earnings were $13.2 million, down 7% compared to $14.2 million in the same period of 2023. The year-to-date decrease was due to lower sales partially offset by the higher gross margins this year.
Our cost of sales does not include distribution costs (e.g., receiving, inspection, warehousing, shipping, and handling costs) which are included in selling and administrative expenses. Wholesale distribution costs were $3.3 million and $3.5 million in the second quarters of 2024 and 2023, respectively. For the six-month periods ended June 30, wholesale distribution costs were $6.9 million in 2024 and $7.7 million in 2023.
North American Retail Segment
Net Sales
Net sales in our Retail segment, which were mainly generated by our e-commerce websites, were flat at $7.6 million in both the second quarters of 2024 and 2023. For the six months ended June 30, retail net sales were a record $17.4 million in 2024, up 5% over our previous record of $16.6 million in 2023. The year-to-date increase was driven mainly by higher sales on the BOGS and Florsheim websites. Brick-and-mortar sales were down slightly for the three and six-month periods.
15
Earnings from Operations
Retail gross earnings as a percent of net sales were 67.5% and 66.2% in the second quarters of 2024 and 2023, respectively. For the six months ended June 30, retail gross earnings were 66.2% of net sales in both 2024 and 2023.
Selling and administrative expenses for the Retail segment consist primarily of freight, advertising expense, employee costs, rent and occupancy costs. Retail selling and administrative expenses were $4.4 million, or 58% of net sales, for the quarter compared to $4.0 million, or 52% of net sales, in last year’s second quarter. For the six months ended June 30, Retail selling and administrative expenses totaled $9.5 million, or 55% of net sales, in 2024 versus $8.6 million, or 52% of net sales, in 2023. The quarter and year-to-date increases were primarily due to higher web advertising and freight costs. This year’s web advertising expenses increased largely due to the reallocation of certain expenditures historically charged to our Wholesale segment that primarily benefit our websites.
Retail operating earnings were $0.7 million for the quarter, down 35% from $1.1 million in last year’s second quarter. For the six months ended June 30, 2024, Retail operating earnings totaled $2.0 million, down 15% compared to record operating earnings of $2.4 million last year. The three and six-month earnings decreases were due to the higher web expenses this year.
Other
Operating results reported in the “other” category historically included our retail and wholesale businesses in Australia, South Africa, and Asia Pacific (collectively, “Florsheim Australia”). We ceased operations in the Asia Pacific region in 2023 and are in the final stages of winding down that business. As a result, the 2024 operating results of the “other” category primarily reflect that of Australia and South Africa.
Net sales of Florsheim Australia were $6.1 million in the second quarter of 2024, down 23% from $7.9 million in the second quarter of 2023. For the year-to-date period, Florsheim Australia’s net sales declined $3.8 million, or 25%, from the same period one year ago. The quarter and year-to-date decreases were largely due to the closing of our Asia Pacific operations. Sales in Australia were also down due to three fewer retail stores operating during the quarter and year-to-date periods, compared to the same periods of 2023, the mid-year 2023 loss of a sizeable wholesale customer, and a challenging environment at retail.
Florsheim Australia’s gross earnings were 62.0% of net sales for the quarter and 62.4% of net sales in last year’s second quarter. For the six months ended June 30, Florsheim Australia’s gross earnings as a percent of net sales were 61.2% and 61.5% in 2024 and 2023, respectively.
Florsheim Australia’s operating earnings for the three-month period were $0.2 million in 2024 and $0.3 million in 2023. For the six months ended June 30, 2024, its operating losses totaled $0.3 million, down from operating earnings of $0.6 million in the same period one year ago. The three and six-month decreases were mainly due to lower sales this year.
Other income and expense
Interest income totaled $1.0 million in the second quarter of 2024 compared to $0.2 million in last year’s second quarter. For the six months ended June 30, interest income was $1.9 million in 2024 and $0.3 million in 2023. The increases in 2024 were due to interest earned on higher cash balances in the U.S. and Canada this year. Interest expense decreased $0.1 million and $0.5 million during the three and six months ended June 30, 2024, compared to the same periods of 2023. Last year’s quarter and year-to-date interest expense was incurred on outstanding debt balances during those periods, which have since been paid off.
Other expense, net, totaled $0.1 million and $0.2 million in the second quarters of 2024 and 2023, respectively. For the six months ended June 30, other expense, net, totaled $0.2 million in 2024 and $0.3 million in 2023.
The effective income tax rates for the three months ended June 30, 2024 and 2023 were 25.1% and 26.2%, respectively. For the six months ended June 30, 2024 and 2023, the effective tax rate was 25.9% in both periods. The 2024 and 2023 effective tax rates differed from the federal rate of 21% primarily because of state taxes.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash and our revolving line of credit. During the first six months of 2024, we generated $17.7 million of cash from operations compared $43.6 million in the same period one year ago. The decrease in 2024 was primarily due to changes in operating assets and liabilities, principally accounts receivable and inventory.
16
We paid dividends totaling $7.2 million and $6.9 million in the first six months of 2024 and 2023, respectively. On August 6, 2024, our Board of Directors declared a cash dividend of $0.26 per share to all shareholders of record on August 19, 2024, payable September 30, 2024.
We repurchase our common stock under our share repurchase program when we believe market conditions are favorable. During the first six months of 2024, we repurchased 18,013 shares for a total cost of approximately $0.5 million. As of June 30, 2024, there were 850,744 authorized shares available for repurchase under the program. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” below for more information.
Capital expenditures totaled $0.3 million in the first six months of 2024. Management estimates that total capital expenditures for 2024 will be between $1.0 million and $3.0 million.
At June 30, 2024, we had a $40.0 million revolving line of credit with a bank that is secured by a lien against our general business assets, and expires on September 28, 2024. Outstanding advances on the line of credit bear interest at SOFR plus 125 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 June 30, 2024, there were no outstanding borrowings on the line of credit, and we were in compliance with all financial covenants.
As of June 30, 2024, approximately $5.4 million of cash and cash equivalents was held by our foreign subsidiaries.
We will continue to evaluate the best uses for our available liquidity, including, among other uses, capital expenditures, continued stock repurchases and acquisitions. We believe that available cash, 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.
17
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures
Attached as exhibits to this Quarterly Report are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Exchange Act. This "Controls and Procedures" section includes information concerning the controls and procedures evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented in the section titled “Evaluation of Disclosure Controls and Procedures.”
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the CEO and CFO, conducted an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as such term is defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of June 30, 2024. Our Disclosure Controls are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based upon the controls evaluation, our CEO and CFO have concluded that our Disclosure Controls were effective as of June 30, 2024, the end of the period covered by this Quarterly Report.
Changes in Internal Control Over Financial Reporting
Except for the improvements in our internal control over financial reporting to remediate the material weakness described below in “Remediation,” there have been no significant changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Remediation
As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, we determined a material weakness existed relating to the design, implementation, and monitoring of general information technology controls in the areas of program change management, user access, and segregation of duties for systems supporting certain internal control processes. Related controls are dependent upon the information derived from the information systems and therefore could have been adversely impacted.
Our management, under the oversight of our Audit Committee, has completed the following measures to remediate the material weakness:
| ● | Engaged a third-party service provider to advise on the design of our general information technology controls and proper remediation measures, |
| ● | Updated and formalized certain information technology policies, |
| ● | Implemented software and enhanced controls and procedures relating to program change management, programmer access, and segregation of duties for systems supporting the related internal control processes, and |
| ● | Developed monitoring controls and protocols that allow us to timely assess the design and operating effectiveness of the new and redesigned controls |
We believe the measures above were effective in remediating the material weakness and improved the effectiveness of our internal control over financial reporting. Our remediation efforts are considered complete as the new and redesigned controls have been operating for a sufficient period, and management has concluded, through testing, that the controls are operating effectively.
18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are engaged in legal proceedings in the ordinary course of business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In 1998, our stock repurchase program was established and approved by the Board of Directors. 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 over the life of the program. The table below presents information regarding the repurchases of our common stock in the three-month period ended June 30, 2024.
|
|
|
|
|
| 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 | |||||
04/01/2024 - 04/30/2024 |
| 10,046 | $ | 28.54 |
| 10,046 |
| 858,511 | |
05/01/2024 - 05/31/2024 |
| 7,767 | $ | 28.51 |
| 7,767 |
| 850,744 | |
06/01/2024 - 06/30/2024 |
| — | $ | — |
| — |
| 850,744 | |
Total |
| 17,813 | $ | 28.53 |
| 17,813 |
| ||
Item 5. Other Information
During the three months ended June 30, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule b-1 trading agreement” or “non-Rule b-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
19
Item 6. Exhibits.
Exhibit |
| Description |
| Incorporation Herein By Reference To |
| Filed |
10.1 | Appendix A of the Weyco Group, Inc. Definitive Proxy Statement for its 2024 Annual Meeting, as filed with the Securities and Exchange Commission on April 5, 2024 | |||||
10.2 | Form of incentive stock option agreement for the Weyco Group, Inc. 2024 Incentive Plan | X | ||||
10.3 | Form of non-qualified stock option agreement for the Weyco Group, Inc. 2024 Incentive Plan | X | ||||
10.4 | Form of restricted stock agreement for the Weyco Group, Inc. 2024 Incentive Plan | X | ||||
31.1 | X | |||||
31.2 | X | |||||
32 | Section 906 Certification of Chief Executive Officer and Chief Financial Officer | X | ||||
101 | The following financial information from Weyco Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in 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 | X | ||||
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in iXBRL (included in Exhibit 101). | X |
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WEYCO GROUP, INC. | |
| ||
Dated: August 8, 2024 | /s/ Judy Anderson | |
| Judy Anderson | |
| Vice President, Chief Financial Officer, and Secretary (Duly Authorized Officer and Principal Financial Officer) |
21