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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

For the quarterly period ended June 30, 2024

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: 000-09068

WEYCO GROUP, INC.

(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.

Yes No

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). Yes No

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

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 No

As of July 31, 2024, there were 9,490,681 shares of common stock outstanding.

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

$

78,407

$

69,312

Marketable securities, at amortized cost

 

 

215

Accounts receivable, net

 

37,338

 

39,275

Income tax receivable

332

245

Inventories

 

67,944

 

74,890

Prepaid expenses and other current assets

 

3,506

 

6,172

Total current assets

 

187,527

 

190,109

Marketable securities, at amortized cost

 

6,367

 

6,354

Deferred income tax benefits

 

1,074

 

1,096

Property, plant and equipment, net

 

28,566

 

29,504

Operating lease right-of-use assets

10,597

12,520

Goodwill

 

12,317

 

12,317

Trademarks

 

33,168

 

33,168

Other assets

 

24,203

 

24,274

Total assets

$

303,819

$

309,342

LIABILITIES AND EQUITY:

 

Accounts payable

$

4,573

$

8,845

Dividend payable

2,352

Operating lease liabilities

3,514

3,979

Accrued liabilities

 

10,865

 

14,446

Total current liabilities

 

18,952

 

29,622

Deferred income tax liabilities

 

11,837

 

11,819

Long-term pension liability

 

13,482

 

13,412

Operating lease liabilities

7,958

9,531

Other long-term liabilities

 

386

 

465

Total liabilities

 

52,615

 

64,849

Common stock

 

9,491

 

9,497

Capital in excess of par value

72,346

71,661

Reinvested earnings

 

187,563

 

180,646

Accumulated other comprehensive loss

 

(18,196)

 

(17,311)

Total equity

 

251,204

 

244,493

Total liabilities and equity

$

303,819

$

309,342

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

$

63,932

$

67,014

$

135,490

$

153,308

Cost of sales

 

35,840

 

38,007

 

75,391

 

87,139

Gross earnings

 

28,092

 

29,007

 

60,099

 

66,169

Selling and administrative expenses

 

21,431

 

22,307

 

45,187

 

49,083

Earnings from operations

 

6,661

 

6,700

 

14,912

 

17,086

Interest income

 

964

 

190

 

1,869

 

329

Interest expense

 

 

(132)

 

 

(517)

Other expense, net

 

(143)

 

(168)

 

(238)

 

(298)

Earnings before provision for income taxes

 

7,482

 

6,590

 

16,543

 

16,600

Provision for income taxes

 

1,875

 

1,726

 

4,286

 

4,291

Net earnings

$

5,607

$

4,864

$

12,257

$

12,309

Weighted average shares outstanding

Basic

9,429

9,440

9,433

9,461

Diluted

9,548

9,542

9,564

9,625

Earnings per share

Basic

$

0.60

$

0.51

$

1.30

$

1.30

Diluted

$

0.59

$

0.50

$

1.28

$

1.28

Cash dividends declared (per share)

$

0.26

$

0.25

$

0.51

$

0.49

Comprehensive income

$

5,741

$

5,210

$

11,372

$

12,448

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

$

12,257

$

12,309

Adjustments to reconcile net earnings to net cash provided by operating activities -

 

 

Depreciation

 

1,204

 

1,279

Amortization

 

133

 

137

Bad debt (recovery) expense

 

(2)

 

88

Deferred income taxes

 

(11)

 

55

Net foreign currency transaction losses (gains)

 

28

 

(9)

Share-based compensation expense

 

698

 

675

Pension expense

 

441

 

647

Loss on disposal of fixed assets

20

Increase in cash surrender value of life insurance

 

(210)

 

(210)

Changes in operating assets and liabilities -

 

 

Accounts receivable

 

1,948

 

18,982

Inventories

 

6,941

 

24,115

Prepaid expenses and other assets

 

2,800

 

2,167

Accounts payable

 

(4,264)

 

(9,305)

Accrued liabilities and other

 

(4,225)

 

(5,273)

Accrued income taxes

 

(90)

 

(2,003)

Excess tax benefits from share-based compensation

 

 

(73)

Net cash provided by operating activities

 

17,668

 

43,581

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Proceeds from maturities of marketable securities

 

215

 

1,010

Purchases of property, plant and equipment

 

(344)

 

(1,381)

Net cash used for investing activities

 

(129)

 

(371)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Cash dividends paid

 

(7,162)

 

(6,920)

Shares purchased and retired

 

(514)

 

(2,134)

Net proceeds from stock options exercised

 

24

Payment of contingent consideration

 

 

(500)

Taxes paid related to the net share settlement of equity awards

 

(173)

Proceeds from bank borrowings

 

 

63,047

Repayments of bank borrowings

(91,613)

Net cash used for financing activities

 

(7,676)

 

(38,269)

Effect of exchange rate changes on cash and cash equivalents

 

(768)

 

145

Net increase in cash and cash equivalents

$

9,095

$

5,086

CASH AND CASH EQUIVALENTS at beginning of period

 

69,312

16,876

CASH AND CASH EQUIVALENTS at end of period

$

78,407

$

21,962

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Income taxes paid, net of refunds

$

4,337

$

6,273

Interest paid

$

$

808

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

$

5,607

$

4,864

$

12,257

$

12,309

Denominator:

 

  

 

  

 

  

 

  

Basic weighted average shares outstanding

 

9,429

 

9,440

 

9,433

 

9,461

Effect of dilutive securities:

 

  

 

  

 

  

 

  

Employee share-based awards

 

119

 

102

 

131

 

164

Diluted weighted average shares outstanding

 

9,548

 

9,542

 

9,564

 

9,625

Basic earnings per share

$

0.60

$

0.51

$

1.30

$

1.30

Diluted earnings per share

$

0.59

$

0.50

$

1.28

$

1.28

Diluted weighted average shares outstanding for the three months ended June 30, 2024, excluded anti-dilutive stock options totaling 393,000 shares of common stock at a weighted average exercise price of $30.15. Diluted weighted average shares outstanding for the six months ended June 30, 2024, excluded anti-dilutive stock options totaling 394,000 shares of common stock at a weighted average exercise price of $30.15.  Diluted weighted average shares outstanding for the three months ended June 30, 2023, excluded anti-dilutive stock options totaling 433,000 shares of common stock at a weighted average exercise price of $30.75. Diluted weighted average shares outstanding for the six months ended June 30, 2023, excluded anti-dilutive stock options totaling 735,000 shares of common stock at a weighted average exercise price of $28.78.

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

$

$

$

215

$

215

Due from one through five years

 

3,531

 

3,560

 

3,518

 

3,592

Due from six through ten years

 

2,836

 

2,748

 

2,836

 

2,830

Total

$

6,367

$

6,308

$

6,569

$

6,637

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

$

82

$

(141)

$

118

$

(50)

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 no changes in the carrying value of our indefinite-lived intangible assets (goodwill and trademarks). Our amortizable intangible assets, which were included within other assets in the Consolidated Condensed Balance Sheets (unaudited), consisted of the following:

    

    

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

 

15

$

3,500

$

(3,111)

$

389

$

3,500

$

(2,994)

$

506

Total amortizable intangible assets

$

3,500

$

(3,111)

$

389

$

3,500

$

(2,994)

$

506

Amortization expense related to the intangible assets was approximately $58,000 in both the second quarters of 2024 and 2023. For both the six-month periods ended June 30, 2024 and June 30, 2023, amortization expense related to the intangible assets was approximately $116,000.

6

6.    Segment Information

We have two reportable segments: North American wholesale operations (“Wholesale”) and North American retail operations (“Retail”). Our Chief Executive Officer evaluates the performance of 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. As of June 30, 2024, the “other” category in the table below included our wholesale and retail operations in Australia, South Africa, and Asia Pacific, which do not meet the criteria for separate reportable segment classification. We ceased operations in Asia in 2023 and are in the final stages of winding down that business. Summarized segment data for the three and six-month periods ended June 30, 2024 and 2023, was as follows:

Three Months Ended

June 30, 

    

Wholesale

    

Retail

    

Other

    

Total

(Dollars in thousands)

2024

 

  

 

  

 

  

 

Product sales

$

49,741

$

7,603

$

6,081

$

63,425

Licensing revenues

 

507

 

 

 

507

Net sales

$

50,248

$

7,603

$

6,081

$

63,932

Earnings from operations

$

5,784

$

695

$

182

$

6,661

 

 

 

 

2023

 

 

 

 

Product sales

$

50,910

$

7,627

$

7,923

$

66,460

Licensing revenues

 

554

 

 

 

554

Net sales

$

51,464

$

7,627

$

7,923

$

67,014

Earnings from operations

$

5,355

$

1,069

$

276

$

6,700

Six Months Ended

June 30, 

    

Wholesale

    

Retail

    

Other

    

Total

(Dollars in thousands)

2024

 

  

 

  

 

  

 

  

Product sales

$

105,464

$

17,422

$

11,570

$

134,456

Licensing revenues

 

1,034

 

 

 

1,034

Net sales

$

106,498

$

17,422

$

11,570

$

135,490

Earnings from operations

$

13,175

$

1,992

$

(255)

$

14,912

 

 

 

 

2023

 

 

 

 

Product sales

$

120,191

$

16,557

$

15,390

$

152,138

Licensing revenues

 

1,170

 

 

 

1,170

Net sales

$

121,361

$

16,557

$

15,390

$

153,308

Earnings from operations

$

14,184

$

2,351

$

551

$

17,086

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

$

97

$

116

$

193

$

234

Interest cost

 

637

 

644

 

1,274

 

1,316

Expected return on plan assets

 

(612)

 

(574)

 

(1,224)

 

(1,151)

Net amortization and deferral

 

99

 

114

 

198

 

248

Pension expense

$

221

$

300

$

441

$

647

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

 

$

1,116

$

1,298

 

$

2,222

$

2,660

 

Variable lease costs (1)

49

51

Total lease costs

 

$

1,116

$

1,347

 

$

2,222

$

2,711

 

(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

 

$

2,089

2025

 

 

3,591

2026

 

 

3,174

2027

 

 

2,051

2028

1,012

Thereafter

 

 

399

Total lease payments

 

 

12,316

Less: imputed interest

 

 

(844)

Present value of lease liabilities

 

$

11,472

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

$

3,514

$

3,979

Operating lease liabilities - non-current

7,958

9,531

Total

 

$

11,472

$

13,510

We determined the present value of our lease liabilities using a weighted-average discount rate of 4.38%.  As of June 30, 2024, our leases had a weighted-average remaining lease term of 3.5 years.

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

 

$

1,181

$

1,273

 

$

2,322

$

2,559

 

Right-of-use assets obtained in exchange for new lease liabilities (noncash)

$

259

$

$

259

$

1,739

8

9.    Income Taxes

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.

10.  Share-Based Compensation Plans

During the three and six months ended June 30, 2024, we recognized $331,000 and $698,000, respectively, of compensation expense associated with stock option and restricted stock awards granted in years 2019 through 2023. During the three and six months ended June 30, 2023, we recognized $337,000 and $675,000, respectively, of compensation expense associated with stock option and restricted stock awards granted in years 2018 through 2022.

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

 

967,217

$

26.22

 

  

 

  

Granted

 

 

  

 

  

Exercised

 

(49,962)

24.44

 

  

 

  

Forfeited or expired

 

(5,880)

25.05

 

  

 

  

Outstanding at June 30, 2024

 

911,375

$

26.32

 

6.3

$

4,440,000

Exercisable at June 30, 2024

 

480,188

$

27.54

 

4.9

$

2,128,000

*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 $30.32 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

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

 

69,090

$

25.54

Issued

 

 

 

 

Vested

 

(1,425)

 

24.85

 

 

Forfeited

 

 

 

 

Non-vested - June 30, 2024

 

67,665

$

25.55

2.2

$

2,052,000

*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 $30.32 multiplied by the number of non-vested restricted shares outstanding.

11.  Short-Term Borrowings

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 the one-month term secured overnight financing rate (“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.

9

12.  Financial Instruments

At June 30, 2024, our wholly-owned subsidiary, Florsheim Australia, had foreign exchange contracts outstanding to buy $1.8 million U.S. dollars at a price of approximately $2.7 million Australian dollars. These contracts expire in 2024. Based on quarter-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts.

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

$

5,607

$

4,864

$

12,257

$

12,309

Foreign currency translation adjustments

 

61

 

262

 

(1,031)

 

(44)

Pension liability adjustment, net of tax of $26, $30, $52, and $65, respectively

 

73

 

84

 

146

 

183

Total comprehensive income

$

5,741

$

5,210

$

11,372

$

12,448

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

$

(8,985)

$

(7,954)

Pension liability, net of tax

 

(9,211)

 

(9,357)

Total accumulated other comprehensive loss

$

(18,196)

$

(17,311)

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

$

(7,954)

$

(9,357)

$

(17,311)

Other comprehensive loss before reclassifications

(1,031)

(1,031)

Amounts reclassified from accumulated other comprehensive loss

146

146

Net current period other comprehensive (loss) income

(1,031)

146

(885)

Balance, June 30, 2024

$

(8,985)

$

(9,211)

$

(18,196)

    

Foreign Currency

    

    

Translation

Defined Benefit

    

 Adjustments

    

Pension Items

    

Total

Balance, December 31, 2022

$

(8,596)

$

(11,597)

$

(20,193)

Other comprehensive loss before reclassifications

(44)

(44)

Amounts reclassified from accumulated other comprehensive loss

183

183

Net current period other comprehensive (loss) income

(44)

183

139

Balance, June 30, 2023

$

(8,640)

$

(11,414)

$

(20,054)

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

$

5

(1)

$

5

(1)

$

10

(1)

$

10

(1)

Other expense, net

Actuarial losses

94

(1)

 

109

(1)

188

(1)

 

238

(1)

Other expense, net

Total before tax

99

 

114

 

198

 

248

 

  

Tax benefit

(26)

 

(30)

 

(52)

 

(65)

 

  

Net of tax

$

73

$

84

 

$

146

$

183

 

  

(1)These amounts were included in the computation of pension expense. See Note 7 for additional details.

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

$

9,497

$

71,661

$

180,646

$

(17,311)

Net earnings

 

 

 

6,650

 

Foreign currency translation adjustments

 

 

 

 

(1,092)

Pension liability adjustment, net of tax

 

 

 

 

73

Cash dividends declared ($0.25 per share)

 

 

 

(2,377)

 

Stock options exercised, net of shares withheld for employee taxes and strike price

11

(12)

Share-based compensation expense

 

 

367

 

 

Shares purchased and retired

(5)

Balance, March 31, 2024

$

9,508

72,016

$

184,914

(18,330)

Net earnings

5,607

Foreign currency translation adjustments

61

Pension liability adjustment, net of tax

73

Cash dividends declared ($0.26 per share)

(2,467)

Stock options exercised, net of shares withheld for employee taxes and strike price

1

(1)

Share-based compensation expense

331

Shares purchased and retired

(18)

(491)

Balance, June 30, 2024

$

9,491

72,346

187,563

(18,196)

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

$

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 ($0.24 per share)

 

 

 

(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)

Net earnings

4,864

Foreign currency translation adjustments

262

Pension liability adjustment, net of tax

84

Cash dividends declared ($0.25 per share)

(2,377)

Stock options exercised, net of shares withheld for employee taxes and strike price

29

(194)

Share-based compensation expense

337

Shares purchased and retired

(23)

(571)

Balance, June 30, 2023

$

9,529

$

70,971

$

169,633

$

(20,054)

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 years 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 years 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 years 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 years 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 years 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 years 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 years 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 years 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 years 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 Australias 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 Australias gross earnings were 62.0% of net sales for the quarter and 62.4% of net sales in last years second quarter. For the six months ended June 30, Florsheim Australias gross earnings as a percent of net sales were 61.2% and 61.5% in 2024 and 2023, respectively.

Florsheim Australias 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 10b5-1 trading agreement” or “non-Rule 10b5-1 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
Herewith

10.1

Weyco Group, Inc. 2024 Incentive Plan

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

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 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

Exhibit 10.2

Pursuant to the terms and conditions of the Company’s 2024 Incentive Plan (the “Plan”), you have been granted an Incentive Stock Option to purchase ________ shares of stock as outlined below.

Granted To:  Employee Name

Grant Date:  mm/dd/yy

Granted:  ##

Grant Price:  $##Total Cost to Exercise:  $##

Expiration Date:  mm/dd/yy

Vesting Schedule:

By my signature below, I hereby acknowledge receipt of this Grant on the date shown above, which has been issued to me under the terms and conditions of the Plan.  I further acknowledge receipt of the copy of the Plan and agree to conform to all the terms and conditions of the Grant and the Plan.

Signature:  ___________________________          Date:_______________________


Exhibit 10.3

Pursuant to the terms and conditions of the Company’s 2024 Incentive Plan (the “Plan”), you have been granted a Non-Qualified Stock Option to purchase ________ shares of stock as outlined below.

Granted To:  Employee Name

Grant Date:  mm/dd/yy

Granted:  ##

Grant Price:  $##Total Cost to Exercise:  $##

Expiration Date:  mm/dd/yy

Vesting Schedule:

By my signature below, I hereby acknowledge receipt of this Grant on the date shown above, which has been issued to me under the terms and conditions of the Plan.  I further acknowledge receipt of the copy of the Plan and agree to conform to all the terms and conditions of the Grant and the Plan.

Signature:  ___________________________          Date:_______________________


Exhibit 10.4

Pursuant to the terms and conditions of the Company’s 2024 Incentive Plan (the “Plan”), you have been granted a Restricted Stock Award for ________ shares of stock as outlined below.

Granted To:  Employee Name

Grant Date:  mm/dd/yy

Granted:  ##

Grant Price:  $##

Vesting Schedule:

By my signature below, I hereby acknowledge receipt of this Grant on the date shown above, which has been issued to me under the terms and conditions of the Plan.  I further acknowledge receipt of the copy of the Plan and agree to conform to all the terms and conditions of the Grant and the Plan.

Signature:  ___________________________          Date:_______________________


EXHIBIT 31.1

CERTIFICATION

I, Thomas W. Florsheim, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyco Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 8, 2024

/s/ Thomas W. Florsheim, Jr.

Thomas W. Florsheim, Jr.

Chief Executive Officer


EXHIBIT 31.2

CERTIFICATION

I, Judy Anderson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyco Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 8, 2024

/s/ Judy Anderson

Judy Anderson

Chief Financial Officer


EXHIBIT 32

CERTIFICATION OF PERIODIC FINANCIAL REPORTS

We, Thomas W. Florsheim, Jr., Chief Executive Officer, and Judy Anderson, Chief Financial Officer, of Weyco Group, Inc. each certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

(1)

The Periodic Report on Form 10-Q for the quarter ended June 30, 2024 (the Periodic Report), to which this statement is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2)

The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Weyco Group, Inc.

Dated: August 8, 2024

/s/ Thomas W. Florsheim, Jr.

Thomas W. Florsheim, Jr.

Chief Executive Officer

/s/ Judy Anderson

Judy Anderson

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in type form within the electronic version of this written statement required by Section 906, has been provided to Weyco Group, Inc. and will be retained by Weyco Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Securities Act File Number 000-09068  
Entity Registrant Name WEYCO GROUP, INC.  
Entity Incorporation, State or Country Code WI  
Entity Tax Identification Number 39-0702200  
Entity Address, Address Line One 333 W. Estabrook Boulevard  
Entity Address, Address Line Two P. O. Box 1188  
Entity Address, City or Town Milwaukee  
Entity Address, State or Province WI  
Entity Address, Postal Zip Code 53201  
City Area Code 414  
Local Phone Number 908-1600  
Title of 12(b) Security Common Stock - $1.00 par value per share  
Trading Symbol WEYS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   9,490,681
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0000106532  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
v3.24.2.u1
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ASSETS:    
Cash and cash equivalents $ 78,407 $ 69,312
Marketable securities, at amortized cost   215
Accounts receivable, net 37,338 39,275
Income tax receivable 332 245
Inventories 67,944 74,890
Prepaid expenses and other current assets 3,506 6,172
Total current assets 187,527 190,109
Marketable securities, at amortized cost 6,367 6,354
Deferred income tax benefits 1,074 1,096
Property, plant and equipment, net 28,566 29,504
Operating lease right-of-use assets 10,597 12,520
Goodwill 12,317 12,317
Trademarks 33,168 33,168
Other assets 24,203 24,274
Total assets 303,819 309,342
LIABILITIES AND EQUITY:    
Accounts payable 4,573 8,845
Dividend payable   2,352
Operating lease liabilities 3,514 3,979
Accrued liabilities 10,865 14,446
Total current liabilities 18,952 29,622
Deferred income tax liabilities 11,837 11,819
Long-term pension liability 13,482 13,412
Operating lease liabilities 7,958 9,531
Other long-term liabilities 386 465
Total liabilities 52,615 64,849
Common stock 9,491 9,497
Capital in excess of par value 72,346 71,661
Reinvested earnings 187,563 180,646
Accumulated other comprehensive loss (18,196) (17,311)
Total equity 251,204 244,493
Total liabilities and equity $ 303,819 $ 309,342
v3.24.2.u1
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (UNAUDITED)        
Net sales $ 63,932 $ 67,014 $ 135,490 $ 153,308
Cost of sales 35,840 38,007 75,391 87,139
Gross earnings 28,092 29,007 60,099 66,169
Selling and administrative expenses 21,431 22,307 45,187 49,083
Earnings from operations 6,661 6,700 14,912 17,086
Interest income 964 190 1,869 329
Interest expense   (132)   (517)
Other expense, net (143) (168) (238) (298)
Earnings before provision for income taxes 7,482 6,590 16,543 16,600
Provision for income taxes 1,875 1,726 4,286 4,291
Net earnings $ 5,607 $ 4,864 $ 12,257 $ 12,309
Basic weighted average shares outstanding (in shares) 9,429 9,440 9,433 9,461
Diluted weighted average shares outstanding (in shares) 9,548 9,542 9,564 9,625
Basic earnings per share (in dollars per share) $ 0.60 $ 0.51 $ 1.30 $ 1.30
Diluted earnings per share (in dollars per share) 0.59 0.50 1.28 1.28
Cash dividends declared (per share) (in dollars per share) $ 0.26 $ 0.25 $ 0.51 $ 0.49
Comprehensive income $ 5,741 $ 5,210 $ 11,372 $ 12,448
v3.24.2.u1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net earnings $ 12,257 $ 12,309
Adjustments to reconcile net earnings to net cash provided by operating activities -    
Depreciation 1,204 1,279
Amortization 133 137
Bad debt (recovery) expense (2) 88
Deferred income taxes (11) 55
Net foreign currency transaction losses (gains) 28 (9)
Share-based compensation expense 698 675
Pension expense 441 647
Loss on disposal of fixed assets 20  
Increase in cash surrender value of life insurance (210) (210)
Changes in operating assets and liabilities -    
Accounts receivable 1,948 18,982
Inventories 6,941 24,115
Prepaid expenses and other assets 2,800 2,167
Accounts payable (4,264) (9,305)
Accrued liabilities and other (4,225) (5,273)
Accrued income taxes (90) (2,003)
Excess tax benefits from share-based compensation   (73)
Net cash provided by operating activities 17,668 43,581
CASH FLOWS FROM INVESTING ACTIVITIES:    
Proceeds from maturities of marketable securities 215 1,010
Purchases of property, plant and equipment (344) (1,381)
Net cash used for investing activities (129) (371)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash dividends paid (7,162) (6,920)
Shares purchased and retired (514) (2,134)
Net proceeds from stock options exercised   24
Payment of contingent consideration   (500)
Taxes paid related to the net share settlement of equity awards   (173)
Proceeds from bank borrowings   63,047
Repayments of bank borrowings   (91,613)
Net cash used for financing activities (7,676) (38,269)
Effect of exchange rate changes on cash and cash equivalents (768) 145
Net increase in cash and cash equivalents 9,095 5,086
CASH AND CASH EQUIVALENTS at beginning of period 69,312 16,876
CASH AND CASH EQUIVALENTS at end of period 78,407 21,962
SUPPLEMENTAL CASH FLOW INFORMATION:    
Income taxes paid, net of refunds $ 4,337 6,273
Interest paid   $ 808
v3.24.2.u1
Financial Statements
6 Months Ended
Jun. 30, 2024
Financial Statements  
Financial Statements

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.

v3.24.2.u1
New Accounting Pronouncements
6 Months Ended
Jun. 30, 2024
New Accounting Pronouncements  
New Accounting Pronouncements

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.

v3.24.2.u1
Earnings Per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share  
Earnings Per Share

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

$

5,607

$

4,864

$

12,257

$

12,309

Denominator:

 

  

 

  

 

  

 

  

Basic weighted average shares outstanding

 

9,429

 

9,440

 

9,433

 

9,461

Effect of dilutive securities:

 

  

 

  

 

  

 

  

Employee share-based awards

 

119

 

102

 

131

 

164

Diluted weighted average shares outstanding

 

9,548

 

9,542

 

9,564

 

9,625

Basic earnings per share

$

0.60

$

0.51

$

1.30

$

1.30

Diluted earnings per share

$

0.59

$

0.50

$

1.28

$

1.28

Diluted weighted average shares outstanding for the three months ended June 30, 2024, excluded anti-dilutive stock options totaling 393,000 shares of common stock at a weighted average exercise price of $30.15. Diluted weighted average shares outstanding for the six months ended June 30, 2024, excluded anti-dilutive stock options totaling 394,000 shares of common stock at a weighted average exercise price of $30.15.  Diluted weighted average shares outstanding for the three months ended June 30, 2023, excluded anti-dilutive stock options totaling 433,000 shares of common stock at a weighted average exercise price of $30.75. Diluted weighted average shares outstanding for the six months ended June 30, 2023, excluded anti-dilutive stock options totaling 735,000 shares of common stock at a weighted average exercise price of $28.78.

v3.24.2.u1
Investments
6 Months Ended
Jun. 30, 2024
Investments  
Investments

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

$

$

$

215

$

215

Due from one through five years

 

3,531

 

3,560

 

3,518

 

3,592

Due from six through ten years

 

2,836

 

2,748

 

2,836

 

2,830

Total

$

6,367

$

6,308

$

6,569

$

6,637

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

$

82

$

(141)

$

118

$

(50)

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.

v3.24.2.u1
Intangible Assets
6 Months Ended
Jun. 30, 2024
Intangible Assets  
Intangible Assets

5.    Intangible Assets

During the six months ended June 30, 2024, there were no changes in the carrying value of our indefinite-lived intangible assets (goodwill and trademarks). Our amortizable intangible assets, which were included within other assets in the Consolidated Condensed Balance Sheets (unaudited), consisted of the following:

    

    

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

 

15

$

3,500

$

(3,111)

$

389

$

3,500

$

(2,994)

$

506

Total amortizable intangible assets

$

3,500

$

(3,111)

$

389

$

3,500

$

(2,994)

$

506

Amortization expense related to the intangible assets was approximately $58,000 in both the second quarters of 2024 and 2023. For both the six-month periods ended June 30, 2024 and June 30, 2023, amortization expense related to the intangible assets was approximately $116,000.

v3.24.2.u1
Segment Information
6 Months Ended
Jun. 30, 2024
Segment Information  
Segment Information

6.    Segment Information

We have two reportable segments: North American wholesale operations (“Wholesale”) and North American retail operations (“Retail”). Our Chief Executive Officer evaluates the performance of 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. As of June 30, 2024, the “other” category in the table below included our wholesale and retail operations in Australia, South Africa, and Asia Pacific, which do not meet the criteria for separate reportable segment classification. We ceased operations in Asia in 2023 and are in the final stages of winding down that business. Summarized segment data for the three and six-month periods ended June 30, 2024 and 2023, was as follows:

Three Months Ended

June 30, 

    

Wholesale

    

Retail

    

Other

    

Total

(Dollars in thousands)

2024

 

  

 

  

 

  

 

Product sales

$

49,741

$

7,603

$

6,081

$

63,425

Licensing revenues

 

507

 

 

 

507

Net sales

$

50,248

$

7,603

$

6,081

$

63,932

Earnings from operations

$

5,784

$

695

$

182

$

6,661

 

 

 

 

2023

 

 

 

 

Product sales

$

50,910

$

7,627

$

7,923

$

66,460

Licensing revenues

 

554

 

 

 

554

Net sales

$

51,464

$

7,627

$

7,923

$

67,014

Earnings from operations

$

5,355

$

1,069

$

276

$

6,700

Six Months Ended

June 30, 

    

Wholesale

    

Retail

    

Other

    

Total

(Dollars in thousands)

2024

 

  

 

  

 

  

 

  

Product sales

$

105,464

$

17,422

$

11,570

$

134,456

Licensing revenues

 

1,034

 

 

 

1,034

Net sales

$

106,498

$

17,422

$

11,570

$

135,490

Earnings from operations

$

13,175

$

1,992

$

(255)

$

14,912

 

 

 

 

2023

 

 

 

 

Product sales

$

120,191

$

16,557

$

15,390

$

152,138

Licensing revenues

 

1,170

 

 

 

1,170

Net sales

$

121,361

$

16,557

$

15,390

$

153,308

Earnings from operations

$

14,184

$

2,351

$

551

$

17,086

v3.24.2.u1
Employee Retirement Plans
6 Months Ended
Jun. 30, 2024
Employee Retirement Plans  
Employee Retirement Plans

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

$

97

$

116

$

193

$

234

Interest cost

 

637

 

644

 

1,274

 

1,316

Expected return on plan assets

 

(612)

 

(574)

 

(1,224)

 

(1,151)

Net amortization and deferral

 

99

 

114

 

198

 

248

Pension expense

$

221

$

300

$

441

$

647

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).

v3.24.2.u1
Leases
6 Months Ended
Jun. 30, 2024
Leases  
Leases

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

 

$

1,116

$

1,298

 

$

2,222

$

2,660

 

Variable lease costs (1)

49

51

Total lease costs

 

$

1,116

$

1,347

 

$

2,222

$

2,711

 

(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

 

$

2,089

2025

 

 

3,591

2026

 

 

3,174

2027

 

 

2,051

2028

1,012

Thereafter

 

 

399

Total lease payments

 

 

12,316

Less: imputed interest

 

 

(844)

Present value of lease liabilities

 

$

11,472

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

$

3,514

$

3,979

Operating lease liabilities - non-current

7,958

9,531

Total

 

$

11,472

$

13,510

We determined the present value of our lease liabilities using a weighted-average discount rate of 4.38%.  As of June 30, 2024, our leases had a weighted-average remaining lease term of 3.5 years.

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

 

$

1,181

$

1,273

 

$

2,322

$

2,559

 

Right-of-use assets obtained in exchange for new lease liabilities (noncash)

$

259

$

$

259

$

1,739

v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 2024
Income Taxes  
Income Taxes

9.    Income Taxes

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.

v3.24.2.u1
Share-Based Compensation Plans
6 Months Ended
Jun. 30, 2024
Share-Based Compensation Plans  
Share-Based Compensation Plans

10.  Share-Based Compensation Plans

During the three and six months ended June 30, 2024, we recognized $331,000 and $698,000, respectively, of compensation expense associated with stock option and restricted stock awards granted in years 2019 through 2023. During the three and six months ended June 30, 2023, we recognized $337,000 and $675,000, respectively, of compensation expense associated with stock option and restricted stock awards granted in years 2018 through 2022.

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

 

967,217

$

26.22

 

  

 

  

Granted

 

 

  

 

  

Exercised

 

(49,962)

24.44

 

  

 

  

Forfeited or expired

 

(5,880)

25.05

 

  

 

  

Outstanding at June 30, 2024

 

911,375

$

26.32

 

6.3

$

4,440,000

Exercisable at June 30, 2024

 

480,188

$

27.54

 

4.9

$

2,128,000

*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 $30.32 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

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

 

69,090

$

25.54

Issued

 

 

 

 

Vested

 

(1,425)

 

24.85

 

 

Forfeited

 

 

 

 

Non-vested - June 30, 2024

 

67,665

$

25.55

2.2

$

2,052,000

*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 $30.32 multiplied by the number of non-vested restricted shares outstanding.

v3.24.2.u1
Short-Term Borrowings
6 Months Ended
Jun. 30, 2024
Short-Term Borrowings  
Short-Term Borrowings

11.  Short-Term Borrowings

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 the one-month term secured overnight financing rate (“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.

v3.24.2.u1
Financial Instruments
6 Months Ended
Jun. 30, 2024
Financial Instruments  
Financial Instruments

12.  Financial Instruments

At June 30, 2024, our wholly-owned subsidiary, Florsheim Australia, had foreign exchange contracts outstanding to buy $1.8 million U.S. dollars at a price of approximately $2.7 million Australian dollars. These contracts expire in 2024. Based on quarter-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts.

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.

v3.24.2.u1
Comprehensive Income
6 Months Ended
Jun. 30, 2024
Comprehensive Income  
Comprehensive Income

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

$

5,607

$

4,864

$

12,257

$

12,309

Foreign currency translation adjustments

 

61

 

262

 

(1,031)

 

(44)

Pension liability adjustment, net of tax of $26, $30, $52, and $65, respectively

 

73

 

84

 

146

 

183

Total comprehensive income

$

5,741

$

5,210

$

11,372

$

12,448

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

$

(8,985)

$

(7,954)

Pension liability, net of tax

 

(9,211)

 

(9,357)

Total accumulated other comprehensive loss

$

(18,196)

$

(17,311)

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

$

(7,954)

$

(9,357)

$

(17,311)

Other comprehensive loss before reclassifications

(1,031)

(1,031)

Amounts reclassified from accumulated other comprehensive loss

146

146

Net current period other comprehensive (loss) income

(1,031)

146

(885)

Balance, June 30, 2024

$

(8,985)

$

(9,211)

$

(18,196)

    

Foreign Currency

    

    

Translation

Defined Benefit

    

 Adjustments

    

Pension Items

    

Total

Balance, December 31, 2022

$

(8,596)

$

(11,597)

$

(20,193)

Other comprehensive loss before reclassifications

(44)

(44)

Amounts reclassified from accumulated other comprehensive loss

183

183

Net current period other comprehensive (loss) income

(44)

183

139

Balance, June 30, 2023

$

(8,640)

$

(11,414)

$

(20,054)

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

$

5

(1)

$

5

(1)

$

10

(1)

$

10

(1)

Other expense, net

Actuarial losses

94

(1)

 

109

(1)

188

(1)

 

238

(1)

Other expense, net

Total before tax

99

 

114

 

198

 

248

 

  

Tax benefit

(26)

 

(30)

 

(52)

 

(65)

 

  

Net of tax

$

73

$

84

 

$

146

$

183

 

  

(1)These amounts were included in the computation of pension expense. See Note 7 for additional details.
v3.24.2.u1
Equity
6 Months Ended
Jun. 30, 2024
Equity  
Equity

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

$

9,497

$

71,661

$

180,646

$

(17,311)

Net earnings

 

 

 

6,650

 

Foreign currency translation adjustments

 

 

 

 

(1,092)

Pension liability adjustment, net of tax

 

 

 

 

73

Cash dividends declared ($0.25 per share)

 

 

 

(2,377)

 

Stock options exercised, net of shares withheld for employee taxes and strike price

11

(12)

Share-based compensation expense

 

 

367

 

 

Shares purchased and retired

(5)

Balance, March 31, 2024

$

9,508

72,016

$

184,914

(18,330)

Net earnings

5,607

Foreign currency translation adjustments

61

Pension liability adjustment, net of tax

73

Cash dividends declared ($0.26 per share)

(2,467)

Stock options exercised, net of shares withheld for employee taxes and strike price

1

(1)

Share-based compensation expense

331

Shares purchased and retired

(18)

(491)

Balance, June 30, 2024

$

9,491

72,346

187,563

(18,196)

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

$

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 ($0.24 per share)

 

 

 

(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)

Net earnings

4,864

Foreign currency translation adjustments

262

Pension liability adjustment, net of tax

84

Cash dividends declared ($0.25 per share)

(2,377)

Stock options exercised, net of shares withheld for employee taxes and strike price

29

(194)

Share-based compensation expense

337

Shares purchased and retired

(23)

(571)

Balance, June 30, 2023

$

9,529

$

70,971

$

169,633

$

(20,054)

v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 5,607 $ 4,864 $ 12,257 $ 12,309
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Financial Statements (Policies)
6 Months Ended
Jun. 30, 2024
Financial Statements  
Use of Estimates

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.

v3.24.2.u1
New Accounting Pronouncements (Policies)
6 Months Ended
Jun. 30, 2024
Financial Statements  
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.

v3.24.2.u1
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share  
Schedule of 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

$

5,607

$

4,864

$

12,257

$

12,309

Denominator:

 

  

 

  

 

  

 

  

Basic weighted average shares outstanding

 

9,429

 

9,440

 

9,433

 

9,461

Effect of dilutive securities:

 

  

 

  

 

  

 

  

Employee share-based awards

 

119

 

102

 

131

 

164

Diluted weighted average shares outstanding

 

9,548

 

9,542

 

9,564

 

9,625

Basic earnings per share

$

0.60

$

0.51

$

1.30

$

1.30

Diluted earnings per share

$

0.59

$

0.50

$

1.28

$

1.28

v3.24.2.u1
Investments (Tables)
6 Months Ended
Jun. 30, 2024
Investments  
Schedule of marketable securities

June 30, 2024

December 31, 2023

    

Amortized

    

Market

    

Amortized

    

Market

    

    

Cost

    

Value

    

Cost

    

Value

    

(Dollars in thousands)

Marketable securities:

 

  

 

  

 

  

 

  

 

Current

$

$

$

215

$

215

Due from one through five years

 

3,531

 

3,560

 

3,518

 

3,592

Due from six through ten years

 

2,836

 

2,748

 

2,836

 

2,830

Total

$

6,367

$

6,308

$

6,569

$

6,637

Schedule of unrealized gains and losses on marketable securities

June 30, 2024

December 31, 2023

    

Unrealized

    

Unrealized

    

Unrealized

    

Unrealized

    

    

Gains

    

Losses

    

Gains

    

Losses

    

(Dollars in thousands)

Marketable securities

$

82

$

(141)

$

118

$

(50)

v3.24.2.u1
Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2024
Intangible Assets  
Schedule of company's amortizable intangible assets

    

    

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

 

15

$

3,500

$

(3,111)

$

389

$

3,500

$

(2,994)

$

506

Total amortizable intangible assets

$

3,500

$

(3,111)

$

389

$

3,500

$

(2,994)

$

506

v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 30, 2024
Segment Information  
Schedule of segment reporting information

Three Months Ended

June 30, 

    

Wholesale

    

Retail

    

Other

    

Total

(Dollars in thousands)

2024

 

  

 

  

 

  

 

Product sales

$

49,741

$

7,603

$

6,081

$

63,425

Licensing revenues

 

507

 

 

 

507

Net sales

$

50,248

$

7,603

$

6,081

$

63,932

Earnings from operations

$

5,784

$

695

$

182

$

6,661

 

 

 

 

2023

 

 

 

 

Product sales

$

50,910

$

7,627

$

7,923

$

66,460

Licensing revenues

 

554

 

 

 

554

Net sales

$

51,464

$

7,627

$

7,923

$

67,014

Earnings from operations

$

5,355

$

1,069

$

276

$

6,700

Six Months Ended

June 30, 

    

Wholesale

    

Retail

    

Other

    

Total

(Dollars in thousands)

2024

 

  

 

  

 

  

 

  

Product sales

$

105,464

$

17,422

$

11,570

$

134,456

Licensing revenues

 

1,034

 

 

 

1,034

Net sales

$

106,498

$

17,422

$

11,570

$

135,490

Earnings from operations

$

13,175

$

1,992

$

(255)

$

14,912

 

 

 

 

2023

 

 

 

 

Product sales

$

120,191

$

16,557

$

15,390

$

152,138

Licensing revenues

 

1,170

 

 

 

1,170

Net sales

$

121,361

$

16,557

$

15,390

$

153,308

Earnings from operations

$

14,184

$

2,351

$

551

$

17,086

v3.24.2.u1
Employee Retirement Plans (Tables)
6 Months Ended
Jun. 30, 2024
Employee Retirement Plans  
Schedule of company's pension expense

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

(Dollars in thousands)

Service cost

$

97

$

116

$

193

$

234

Interest cost

 

637

 

644

 

1,274

 

1,316

Expected return on plan assets

 

(612)

 

(574)

 

(1,224)

 

(1,151)

Net amortization and deferral

 

99

 

114

 

198

 

248

Pension expense

$

221

$

300

$

441

$

647

v3.24.2.u1
Leases (Tables)
6 Months Ended
Jun. 30, 2024
Leases  
Schedule of operating lease costs

    

Three Months Ended June 30, 

    

Six Months Ended June 30, 

    

    

2024

2023

    

2024

2023

    

(Dollars in thousands)

Operating lease costs

 

$

1,116

$

1,298

 

$

2,222

$

2,660

 

Variable lease costs (1)

49

51

Total lease costs

 

$

1,116

$

1,347

 

$

2,222

$

2,711

 

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

Schedule of maturities of operating lease liabilities

    

Operating Leases

(Dollars in thousands)

2024, excluding the six months ended June 30, 2024

 

$

2,089

2025

 

 

3,591

2026

 

 

3,174

2027

 

 

2,051

2028

1,012

Thereafter

 

 

399

Total lease payments

 

 

12,316

Less: imputed interest

 

 

(844)

Present value of lease liabilities

 

$

11,472

Schedule of supplemental information

    

June 30, 

December 31, 

2024

    

2023

(Dollars in thousands)

Operating lease liabilities - current

$

3,514

$

3,979

Operating lease liabilities - non-current

7,958

9,531

Total

 

$

11,472

$

13,510

    

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

 

$

1,181

$

1,273

 

$

2,322

$

2,559

 

Right-of-use assets obtained in exchange for new lease liabilities (noncash)

$

259

$

$

259

$

1,739

v3.24.2.u1
Share-Based Compensation Plans (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Compensation Plans  
Schedule of stock option activity

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

    

Shares

    

Price

    

Term (Years)

    

Value*

Outstanding at December 31, 2023

 

967,217

$

26.22

 

  

 

  

Granted

 

 

  

 

  

Exercised

 

(49,962)

24.44

 

  

 

  

Forfeited or expired

 

(5,880)

25.05

 

  

 

  

Outstanding at June 30, 2024

 

911,375

$

26.32

 

6.3

$

4,440,000

Exercisable at June 30, 2024

 

480,188

$

27.54

 

4.9

$

2,128,000

*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 $30.32 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

Schedule of restricted stock award activity

    

    

    

    

Weighted 

Weighted

Average

Shares of

 Average

Remaining

Aggregate

Restricted

Grant Date

Contractual

Intrinsic

Stock

Fair Value

Term (Years)

Value*

Non-vested - December 31, 2023

 

69,090

$

25.54

Issued

 

 

 

 

Vested

 

(1,425)

 

24.85

 

 

Forfeited

 

 

 

 

Non-vested - June 30, 2024

 

67,665

$

25.55

2.2

$

2,052,000

*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 $30.32 multiplied by the number of non-vested restricted shares outstanding.

v3.24.2.u1
Comprehensive Income (Tables)
6 Months Ended
Jun. 30, 2024
Comprehensive Income  
Schedule of comprehensive income

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

(Dollars in thousands)

Net earnings

$

5,607

$

4,864

$

12,257

$

12,309

Foreign currency translation adjustments

 

61

 

262

 

(1,031)

 

(44)

Pension liability adjustment, net of tax of $26, $30, $52, and $65, respectively

 

73

 

84

 

146

 

183

Total comprehensive income

$

5,741

$

5,210

$

11,372

$

12,448

Schedule of accumulated other comprehensive loss

    

June 30, 

    

December 31, 

2024

2023

(Dollars in thousands)

Foreign currency translation adjustments

$

(8,985)

$

(7,954)

Pension liability, net of tax

 

(9,211)

 

(9,357)

Total accumulated other comprehensive loss

$

(18,196)

$

(17,311)

Schedule of changes in accumulated other comprehensive loss

    

Foreign Currency

    

    

Translation

Defined Benefit

    

 Adjustments

    

Pension Items

    

Total

Balance, December 31, 2023

$

(7,954)

$

(9,357)

$

(17,311)

Other comprehensive loss before reclassifications

(1,031)

(1,031)

Amounts reclassified from accumulated other comprehensive loss

146

146

Net current period other comprehensive (loss) income

(1,031)

146

(885)

Balance, June 30, 2024

$

(8,985)

$

(9,211)

$

(18,196)

    

Foreign Currency

    

    

Translation

Defined Benefit

    

 Adjustments

    

Pension Items

    

Total

Balance, December 31, 2022

$

(8,596)

$

(11,597)

$

(20,193)

Other comprehensive loss before reclassifications

(44)

(44)

Amounts reclassified from accumulated other comprehensive loss

183

183

Net current period other comprehensive (loss) income

(44)

183

139

Balance, June 30, 2023

$

(8,640)

$

(11,414)

$

(20,054)

Schedule of reclassification adjustments out of accumulated other comprehensive loss

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

$

5

(1)

$

5

(1)

$

10

(1)

$

10

(1)

Other expense, net

Actuarial losses

94

(1)

 

109

(1)

188

(1)

 

238

(1)

Other expense, net

Total before tax

99

 

114

 

198

 

248

 

  

Tax benefit

(26)

 

(30)

 

(52)

 

(65)

 

  

Net of tax

$

73

$

84

 

$

146

$

183

 

  

(1)These amounts were included in the computation of pension expense. See Note 7 for additional details.
v3.24.2.u1
Equity (Tables)
6 Months Ended
Jun. 30, 2024
Equity  
Schedule of reconciliation of company's 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

$

9,497

$

71,661

$

180,646

$

(17,311)

Net earnings

 

 

 

6,650

 

Foreign currency translation adjustments

 

 

 

 

(1,092)

Pension liability adjustment, net of tax

 

 

 

 

73

Cash dividends declared ($0.25 per share)

 

 

 

(2,377)

 

Stock options exercised, net of shares withheld for employee taxes and strike price

11

(12)

Share-based compensation expense

 

 

367

 

 

Shares purchased and retired

(5)

Balance, March 31, 2024

$

9,508

72,016

$

184,914

(18,330)

Net earnings

5,607

Foreign currency translation adjustments

61

Pension liability adjustment, net of tax

73

Cash dividends declared ($0.26 per share)

(2,467)

Stock options exercised, net of shares withheld for employee taxes and strike price

1

(1)

Share-based compensation expense

331

Shares purchased and retired

(18)

(491)

Balance, June 30, 2024

$

9,491

72,346

187,563

(18,196)

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

$

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 ($0.24 per share)

 

 

 

(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)

Net earnings

4,864

Foreign currency translation adjustments

262

Pension liability adjustment, net of tax

84

Cash dividends declared ($0.25 per share)

(2,377)

Stock options exercised, net of shares withheld for employee taxes and strike price

29

(194)

Share-based compensation expense

337

Shares purchased and retired

(23)

(571)

Balance, June 30, 2023

$

9,529

$

70,971

$

169,633

$

(20,054)

v3.24.2.u1
Earnings Per Share - Basic and diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator:        
Net earnings $ 5,607 $ 4,864 $ 12,257 $ 12,309
Denominator:        
Basic weighted average shares outstanding (in shares) 9,429 9,440 9,433 9,461
Effect of dilutive securities:        
Employee share-based awards (in shares) 119 102 131 164
Diluted weighted average shares outstanding (in shares) 9,548 9,542 9,564 9,625
Basic earnings per share (in dollars per share) $ 0.60 $ 0.51 $ 1.30 $ 1.30
Diluted earnings per share (in dollars per share) $ 0.59 $ 0.50 $ 1.28 $ 1.28
v3.24.2.u1
Earnings Per Share - Additional Information (Details) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share        
Anti-dilutive share-based awards (in shares) 393,000 433,000 394,000 735,000
Weighted average price of anti-dilutive share-based awards (in dollars per share) $ 30.15 $ 30.75 $ 30.15 $ 28.78
v3.24.2.u1
Investments - Marketable Securities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Investments    
Amortized Cost, Current   $ 215
Amortized Cost, Due from one through five years $ 3,531 3,518
Amortized Cost, Due from six through ten years 2,836 2,836
Amortized Cost, Total 6,367 6,569
Market Value, Current   215
Market Value, Due from one through five years 3,560 3,592
Market Value, Due from six through ten years 2,748 2,830
Market Value, Total $ 6,308 $ 6,637
v3.24.2.u1
Investments - Unrealized gains and losses (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Investments    
Unrealized Gains $ 82 $ 118
Unrealized Losses $ (141) $ (50)
v3.24.2.u1
Intangible Assets - Amortizable intangible assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Amortizable intangible assets    
Gross Carrying Amount $ 3,500 $ 3,500
Accumulated Amortization (3,111) (2,994)
Net $ 389 506
Customer relationships    
Amortizable intangible assets    
Weighted Average Life (Years) 15 years  
Gross Carrying Amount $ 3,500 3,500
Accumulated Amortization (3,111) (2,994)
Net $ 389 $ 506
v3.24.2.u1
Intangible Assets - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Intangible Assets        
Amortization of intangible assets $ 58,000 $ 58,000 $ 116,000 $ 116,000
Change in carrying value of indefinite-lived intangible assets     $ 0  
v3.24.2.u1
Segment Information - Additional Information (Details)
6 Months Ended
Jun. 30, 2024
segment
Segment Information  
Number of reportable segments 2
v3.24.2.u1
Segment Information - Schedule of segment data (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
SEGMENT INFORMATION        
Net sales $ 63,932 $ 67,014 $ 135,490 $ 153,308
Earnings from operations 6,661 6,700 14,912 17,086
Product sales        
SEGMENT INFORMATION        
Net sales 63,425 66,460 134,456 152,138
Licensing revenues        
SEGMENT INFORMATION        
Net sales 507 554 1,034 1,170
Wholesale        
SEGMENT INFORMATION        
Net sales 50,248 51,464 106,498 121,361
Earnings from operations 5,784 5,355 13,175 14,184
Wholesale | Product sales        
SEGMENT INFORMATION        
Net sales 49,741 50,910 105,464 120,191
Wholesale | Licensing revenues        
SEGMENT INFORMATION        
Net sales 507 554 1,034 1,170
Retail        
SEGMENT INFORMATION        
Net sales 7,603 7,627 17,422 16,557
Earnings from operations 695 1,069 1,992 2,351
Retail | Product sales        
SEGMENT INFORMATION        
Net sales 7,603 7,627 17,422 16,557
Other        
SEGMENT INFORMATION        
Net sales 6,081 7,923 11,570 15,390
Earnings from operations 182 276 (255) 551
Other | Product sales        
SEGMENT INFORMATION        
Net sales $ 6,081 $ 7,923 $ 11,570 $ 15,390
v3.24.2.u1
Employee Retirement Plans (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Employee Retirement Plans        
Service cost $ 97 $ 116 $ 193 $ 234
Interest cost 637 644 1,274 1,316
Expected return on plan assets (612) (574) (1,224) (1,151)
Net amortization and deferral 99 114 198 248
Pension expense $ 221 $ 300 $ 441 $ 647
v3.24.2.u1
Leases - Operating lease costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases        
Operating lease costs $ 1,116 $ 1,298 $ 2,222 $ 2,660
Variable lease costs   49   51
Total lease costs $ 1,116 $ 1,347 $ 2,222 $ 2,711
v3.24.2.u1
Leases - Maturities of operating lease liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Leases    
2024, excluding the six months ended June 30, 2024 $ 2,089  
2025 3,591  
2026 3,174  
2027 2,051  
2028 1,012  
Thereafter 399  
Total lease payments 12,316  
Less imputed interest (844)  
Present value of lease liabilities $ 11,472 $ 13,510
v3.24.2.u1
Leases - Operating lease liabilities classification (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Leases    
Operating lease liabilities - current $ 3,514 $ 3,979
Operating lease liabilities - non-current 7,958 9,531
Total $ 11,472 $ 13,510
v3.24.2.u1
Leases - Additional Information (Details)
Jun. 30, 2024
Leases  
Weighted-average discount rate (percent) 4.38%
Weighted-average remaining lease term 3 years 6 months
v3.24.2.u1
Leases - Supplemental cash flow information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases        
Cash paid for amounts included in the measurement of lease liabilities $ 1,181 $ 1,273 $ 2,322 $ 2,559
Right-of-use assets obtained in exchange for new lease liabilities (noncash) $ 259   $ 259 $ 1,739
v3.24.2.u1
Income Taxes - Effective tax rate (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Taxes        
Effective tax rate 25.10% 26.20% 25.90% 25.90%
U.S. federal statutory income tax rate 21.00% 21.00% 21.00% 21.00%
v3.24.2.u1
Share-Based Compensation Plans - Additional information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 28, 2024
Share-Based Compensation Plans          
Share Price         $ 30.32
Taxes paid related to the net share settlement of equity awards       $ 173,000  
Share-based compensation expense $ 331,000 $ 337,000 $ 698,000 $ 675,000  
v3.24.2.u1
Share-Based Compensation Plans - Company's stock option activity (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 28, 2024
Share-Based Compensation Plans    
Market value of common stock (in dollars per share)   $ 30.32
Employee Stock Option    
Share-Based Compensation Plans    
Shares, Outstanding at beginning of period 967,217  
Shares, Exercised (49,962)  
Shares, Forfeited or expired (5,880)  
Shares, Outstanding at end of period 911,375  
Shares, Exercisable at end of period 480,188  
Weighted Average Exercise Price, Outstanding at beginning of period (in dollars per share) $ 26.22  
Weighted Average Exercise Price, Exercised (in dollars per share) 24.44  
Weighted Average Exercise Price, Forfeited or expired (in dollars per share) 25.05  
Weighted Average Exercise Price, Outstanding at end of period (in dollars per share) 26.32  
Weighted Average Exercise Price, Exercisable at end of period (in dollars per share) $ 27.54  
Weighted Average Remaining Contractual Term (Years), Outstanding 6 years 3 months 18 days  
Weighted Average Remaining Contractual Term (Years), Exercisable, Outstanding 4 years 10 months 24 days  
Aggregate Intrinsic Value, Outstanding $ 4,440,000  
Aggregate Intrinsic Value, Exercisable $ 2,128,000  
v3.24.2.u1
Share-Based Compensation Plans - Company's restricted stock award activities (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 28, 2024
Share-Based Compensation Plans    
Market value of common stock (in dollars per share)   $ 30.32
Restricted stock    
Share-Based Compensation Plans    
Shares of Restricted Stock, Non-vested beginning of period 69,090  
Shares of Restricted Stock, Vested (1,425)  
Shares of Restricted Stock, Non-vested end of period 67,665  
Weighted Average Grant Date Fair Value, Non-vested beginning of period (in dollars per share) $ 25.54  
Weighted Average Grant Date Fair Value, Vested (in dollars per share) 24.85  
Weighted Average Grant Date Fair Value, Non-vested end of period (in dollars per share) $ 25.55  
Weighted Average Remaining Contractual Term (Years) 2 years 2 months 12 days  
Aggregate intrinsic value $ 2,052,000  
v3.24.2.u1
Short-Term Borrowings (Details)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
Short-Term Borrowings  
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] us-gaap:SecuredOvernightFinancingRateSofrMember
Line of credit facility  
Short-Term Borrowings  
Short-term borrowings $ 0.0
Revolving credit facility  
Short-Term Borrowings  
Line of credit with a bank $ 40.0
Line of credit facility, expiration date Sep. 28, 2024
Revolving credit facility  
Short-Term Borrowings  
Spread on variable rate 1.25%
v3.24.2.u1
Financial Instruments (Details) - Jun. 30, 2024
$ in Millions, $ in Millions
USD ($)
AUD ($)
Foreign exchange contracts Australian    
Foreign exchange contract outstanding $ 1.8 $ 2.7
v3.24.2.u1
Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Comprehensive Income        
Net earnings $ 5,607 $ 4,864 $ 12,257 $ 12,309
Foreign currency translation adjustments 61 262 (1,031) (44)
Pension liability adjustment, net of tax of $26 and $35, respectively 73 84 146 183
Total comprehensive income 5,741 5,210 11,372 12,448
Pension liability, tax [1] $ 26 $ 30 $ 52 $ 65
[1] These amounts were included in the computation of pension expense. See Note 7 for additional details.
v3.24.2.u1
Comprehensive Income - Accumulated other comprehensive loss (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Comprehensive Income        
Foreign currency translation adjustments $ (8,985) $ (7,954) $ (8,640) $ (8,596)
Pension liability, net of tax (9,211) (9,357) (11,414) (11,597)
Total accumulated other comprehensive loss $ (18,196) $ (17,311) $ (20,054) $ (20,193)
v3.24.2.u1
Comprehensive Income - Changes in accumulated other comprehensive loss (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Comprehensive Income        
Foreign Currency Translation Adjustments, Beginning balance     $ (7,954) $ (8,596)
Foreign Currency Translation Adjustments, Other comprehensive income (loss) before reclassifications     (1,031) (44)
Foreign Currency Translation Adjustments, Net current period other comprehensive (loss) income     (1,031) (44)
Foreign Currency Translation Adjustments, Ending balance $ (8,985) $ (8,640) (8,985) (8,640)
Defined Benefit Pension Items, Beginning balance     (9,357) (11,597)
Defined Benefit Pension Items, Amounts reclassified from accumulated other comprehensive loss 73 84 146 183
Net current period other comprehensive (loss) income 73 84 146 183
Defined Benefit Pension Items, Ending balance (9,211) (11,414) (9,211) (11,414)
Beginning balance     (17,311) (20,193)
Other comprehensive loss before reclassifications     (1,031) (44)
Amounts reclassified from accumulated other comprehensive loss     146 183
Net current period other comprehensive income     (885) 139
Ending balance $ (18,196) $ (20,054) $ (18,196) $ (20,054)
v3.24.2.u1
Comprehensive Income - Reclassification adjustments out of accumulated other comprehensive loss (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Amortization of defined benefit pension items        
Prior service cost $ 5 $ 5 $ 10 $ 10
Actuarial losses 94 109 188 238
Total before tax 99 114 198 248
Tax benefit [1] (26) (30) (52) (65)
Net current period other comprehensive (loss) income $ 73 $ 84 $ 146 $ 183
[1] These amounts were included in the computation of pension expense. See Note 7 for additional details.
v3.24.2.u1
Equity (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity            
Balance at beginning   $ 244,493     $ 244,493  
Net earnings $ 5,607   $ 4,864   12,257 $ 12,309
Foreign currency translation adjustments 61   262   (1,031) (44)
Pension liability adjustments, net of tax (73)   $ (84)   (146) $ (183)
Balance at ending $ 251,204       $ 251,204  
Cash dividends declared (in dollars per share) $ 0.26 $ 0.25 $ 0.25 $ 0.24 $ 0.51 $ 0.49
Common stock            
Equity            
Balance at beginning $ 9,508 $ 9,497 $ 9,523 $ 9,584 $ 9,497 $ 9,584
Stock options exercised, net of shares withheld for employee taxes and strike price 1 11 29 1    
Shares purchased and retired (18)   (23) (62)    
Balance at ending 9,491 9,508 9,529 9,523 9,491 9,529
Capital in excess of par value            
Equity            
Balance at beginning 72,016 71,661 70,828 70,475 71,661 70,475
Stock options exercised, net of shares withheld for employee taxes and strike price (1) (12) (194) 15    
Share-based compensation expense 331 367 337 338    
Balance at ending 72,346 72,016 70,971 70,828 72,346 70,971
Reinvested earnings            
Equity            
Balance at beginning 184,914 180,646 167,717 164,039 180,646 164,039
Net earnings 5,607 6,650 4,864 7,445    
Cash dividends declared (2,467) (2,377) (2,377) (2,289)    
Shares purchased and retired (491) (5) (571) (1,478)    
Balance at ending 187,563 184,914 169,633 167,717 187,563 169,633
Accumulated other comprehensive loss            
Equity            
Balance at beginning (18,330) (17,311) (20,400) (20,193) (17,311) (20,193)
Foreign currency translation adjustments 61 (1,092) 262 (306)    
Pension liability adjustments, net of tax 73 73 84 99    
Balance at ending $ (18,196) $ (18,330) $ (20,054) $ (20,400) $ (18,196) $ (20,054)

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