10-K 1 v402800_10-k.htm 10-K

  

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549



 

FORM 10-K



 

 
x   Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014, or

 
o   Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the transition period from  to 

Commission file number 0-9068



 

WEYCO GROUP, INC.

(Exact name of registrant as specified in its charter)

 
Wisconsin   39-0702200
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

333 W. Estabrook Boulevard,
P. O. Box 1188,
Milwaukee, WI 53201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (414) 908-1600



 

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

 
Title of each class   Name of each exchange on which registered
Common Stock — $1.00 par value per share   The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None



 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

     
Large accelerated filer o   Accelerated filer x   Non-accelerated filer o   Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of the close of business on June 30, 2014, was $180,374,000. This was based on the closing price of $27.41 per share as reported by NASDAQ on June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter.

As of March 2, 2015, there were 10,813,336 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for its Annual Meeting of Shareholders scheduled for May 5, 2015, are incorporated by reference in Part III of this report.

 

 


 
 

TABLE OF CONTENTS

WEYCO GROUP, INC.
 
Table of Contents to Annual Report on Form 10-K
Year Ended December 31, 2014

 
  Page
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION     1  
PART I.
 

ITEM 1.

BUSINESS

    2  

ITEM 1A.

RISK FACTORS

    4  

ITEM 1B.

UNRESOLVED STAFF COMMENTS

    8  

ITEM 2.

PROPERTIES

    9  

ITEM 3.

LEGAL PROCEEDINGS

    9  

ITEM 4.

MINE SAFETY DISCLOSURES

    9  
  EXECUTIVE OFFICERS OF THE REGISTRANT     10  
PART II.
 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

    11  

ITEM 6.

SELECTED FINANCIAL DATA

    12  

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    12  

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

    22  

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    24  

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

    56  

ITEM 9A.

CONTROLS AND PROCEDURES

    56  

ITEM 9B.

OTHER INFORMATION

    56  
PART III.
 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

    57  

ITEM 11.

EXECUTIVE COMPENSATION

    57  

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

    57  

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

    57  

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

    57  
PART IV.
 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

    58  

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CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements with respect to the Company’s outlook for the future. These statements represent the Company’s reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. 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.”

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PART 1

ITEM 1 BUSINESS

The Company is a Wisconsin corporation incorporated in the year 1906 as Weyenberg Shoe Manufacturing Company. Effective April 25, 1990, the name of the corporation was changed to Weyco Group, Inc.

Weyco Group, Inc. and its subsidiaries (the “Company”) engage in one line of business, the distribution of quality and innovative footwear. The Company designs and markets 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 “Umi.” Trademarks maintained by the Company on its brands are important to the business. The Company’s products consist primarily of mid-priced leather dress shoes and casual footwear composed of man-made materials or leather. In addition, the Company added outdoor boots, shoes and sandals in 2011 with the acquisition of the BOGS and Rafters brands. The Company’s footwear is available in a broad range of sizes and widths, primarily purchased to meet the needs and desires of the general American population.

The Company purchases finished shoes from outside suppliers, primarily located in China and India. Almost all of these foreign-sourced purchases are denominated in U.S. dollars. The Company continues to experience upward cost pressures from its suppliers related to a variety of factors, including higher labor, materials and freight costs and changes in the strength of the U.S. dollar. The Company has worked to increase its selling prices to offset the effect of these increases.

The Company’s business is separated into two reportable segments — the North American wholesale segment (“wholesale”) and the North American retail segment (“retail”). The Company also has other wholesale and retail businesses overseas which include its businesses in Australia, South Africa and Asia Pacific (collectively, “Florsheim Australia”) and its wholesale and retail businesses in Europe.

In 2014, 2013 and 2012, sales of the North American wholesale segment, which include both wholesale sales and licensing revenues, constituted approximately 76%, 75% and 74% of total sales, respectively. At wholesale, shoes are marketed throughout the United States and Canada in more than 10,000 shoe, clothing and department stores. In 2014, 2013, and 2012 there were no single customers with sales above 10% of the Company’s total sales. The Company employs traveling salespeople who sell the Company’s products to retail outlets. Shoes are shipped to these retailers primarily from the Company’s distribution center in Glendale, Wisconsin. In the men’s footwear business, there is generally no identifiable seasonality, although new styles are historically developed and shown twice each year, in spring and fall. With BOGS, there is seasonality in its business due to the nature of the product; the majority of BOGS sales occur in the third and fourth quarters, corresponding with colder winter weather. Consistent with industry practices, the Company carries significant amounts of inventory to meet customer delivery requirements and periodically provides extended payment terms to customers. The Company also has licensing agreements with third parties who sell its branded shoes outside of the United States, as well as licensing agreements with specialty shoe, apparel and accessory manufacturers in the United States.

In 2014, 2013 and 2012, sales of the North American retail segment constituted approximately 7%, 8% and 8% of total sales, respectively. As of December 31, 2014, the retail segment consisted of 16 company-operated stores and an internet business in the United States. Sales in retail stores are made directly to the consumer by Company employees.

Sales of the Company’s other businesses represented 17%, 17% and 18% of total sales in 2014, 2013, and 2012, respectively. These sales relate to the Company’s wholesale and retail operations in Australia, South Africa, Asia Pacific and Europe.

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As of December 31, 2014, the Company had a backlog of $57 million orders compared with $53 million as of December 31, 2013. This does not include unconfirmed blanket orders from customers, which account for the majority of the Company’s orders, particularly from its larger accounts. All orders are expected to be filled within one year.

As of December 31, 2014, the Company employed 640 persons worldwide, of whom 32 were members of collective bargaining units. Future wage and benefit increases under the collective bargaining contracts are not expected to have a significant impact on the future operations or financial position of the Company.

Price, quality, service and brand recognition are all important competitive factors in the shoe industry. The Company has a design department that continually reviews and updates product designs. Compliance with environmental regulations historically has not had, and is not expected to have, a material adverse effect on the Company’s results of operations, financial position or cash flows, although there can be no assurances.

The Company makes available, free of charge, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports upon written or telephone request. Investors can also access these reports through the Company’s website, www.weycogroup.com, as soon as reasonably practical after the Company files or furnishes those reports to the Securities and Exchange Commission (“SEC”). The information on the Company’s website is not a part of this filing. Also available on the Company’s website are various documents relating to the corporate governance of the Company, including its Code of Ethics.

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ITEM 1A RISK FACTORS

There are various factors that affect the Company’s business, results of operations and financial condition, many of which are beyond the Company’s control. The following is a description of some of the significant factors that might materially and adversely affect the Company’s business, results of operations and financial condition.

Changes in the U.S. and global economy may adversely affect the Company.

Spending patterns in the footwear market, particularly those in the moderate-priced market in which a majority of the Company’s products compete, have historically been impacted by consumers’ disposable income. As a result, the success of the Company is impacted by changes in general economic conditions, especially in the United States. Factors affecting discretionary income for the moderate consumer include, among others, general business conditions, gas and energy costs, employment, consumer confidence, interest rates and taxation. Additionally, the economy and consumer behavior can impact the financial strength and buying patterns of retailers, which can also affect the Company’s results. Volatile, unstable or weak economic conditions, or a worsening of conditions, could adversely affect the Company’s sales volume and overall performance.

Changes in the U.S. and global credit markets could adversely affect the Company’s business.

U.S. and global financial markets recently have been, and continue to be, unstable and unpredictable, which has generally resulted in a tightening in the credit markets with heightened lending standards and terms. This volatility and instability in the credit markets pose various risks to the Company, including, among others, negatively impacting retailer and consumer confidence, limiting the Company’s customers’ access to credit markets and interfering with the normal commercial relationships between the Company and its customers. Increased credit risks associated with the financial condition of some customers in the retail industry affects their level of purchases from the Company and the collectability of amounts owed to the Company, and in some cases, causes the Company to reduce or cease shipments to certain customers who no longer meet the Company’s credit requirements.

In addition, weak economic conditions and unstable and volatile financial markets could lead to certain of the Company’s customers experiencing cash flow problems, which may force them into higher default rates or to file for bankruptcy protection which may increase the Company’s bad debt expense or further negatively impact the Company’s business.

The Company is subject to risks related to the retail environment that could adversely impact the Company’s business.

The Company is subject to risks associated with doing business in the retail environment, primarily in the United States. The U.S. retail industry has experienced a growing trend toward consolidation of large retailers. The merger of major retailers could result in the Company losing sales volume or increasing its concentration of business with a few large accounts, resulting in reduced bargaining power on the part of the Company, which could increase pricing pressures and lower the Company’s margins.

Changes in consumer preferences could negatively impact the Company.

The Company’s success is dependent upon its ability to accurately anticipate and respond to rapidly changing fashion trends and consumer preferences. Failure to predict or respond to current trends or preferences could have an adverse impact on the Company’s sales volume and overall performance.

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The Company relies on independent foreign sources of production and the availability of leather, rubber and other raw materials which could have unfavorable effects on the Company’s business.

The Company purchases its products entirely from independent foreign manufacturers, primarily in China and India. Although the Company has good working relationships with its manufacturers, the Company does not have long-term contracts with them. Thus, the Company could experience increases in manufacturing costs, disruptions in the timely supply of products or unanticipated reductions in manufacturing capacity, any of which could negatively impact the Company’s business, results of operations and financial condition. The Company has the ability to move product to different suppliers; however, the transition may not occur smoothly and/or quickly and the Company could miss customer delivery date requirements and, consequently, could lose orders. Additional risks associated with foreign sourcing that could negatively impact the Company’s business include adverse changes in foreign economic conditions, import regulations, restrictions on the transfer of funds, duties, tariffs, quotas and political or labor interruptions, disruptions at U.S. or foreign ports or other transportation facilities, foreign currency fluctuations, expropriation and nationalization.

The Company’s use of foreign sources of production results in long production and delivery lead times. Therefore, the Company typically forecasts demand at least five months in advance. If the Company’s forecasts are wrong, it could result in the loss of sales if the Company does not have enough product on hand, or in reduced margins if the Company has excess inventory that needs to be sold at discounted prices.

Additionally, the Company’s products depend on the availability of raw materials, especially leather and rubber. Any significant shortages of quantities or increases in the cost of leather or rubber could have a material adverse effect on the Company’s business and results of operations.

The Company’s business relies on third parties to transport and process its inventory, and labor stoppages could adversely affect the Company’s ability to import product.

In late 2014, U.S. West Coast longshoremen engaged in a work slowdown as a result of an ongoing labor dispute between the Pacific Maritime Association (“PMA”) and the International Longshore and Warehouse Union (“ILWU”). This work slowdown created delays of three to four weeks on shipments of the Company’s inventory from factories in China and India. In February 2015, the PMA and the ILWU reached a tentative five year agreement. Although an agreement was reached, the slowdown created a large backlog of containers on the West Coast. It is not known how long it will take for port operations to clear the backlog. Although the Company has not yet experienced any negative financial effects as a result of the backlog, the Company could still experience inventory delivery issues until the ports are operating normally, and may be unable to deliver adequate levels of product to its customers in the United States.

The Company is subject to risks associated with its non-U.S. operations that could adversely affect its financial results.

As a result of the Company’s global presence, a portion of the Company’s revenues and expenses are denominated in currencies other than the U.S. dollar. The Company is therefore subject to foreign currency risks and foreign exchange exposure. The Company’s primary exposures are to the Australian dollar and the Canadian dollar. Exchange rates can be volatile and could adversely impact the Company’s financial results.

The Company operates in a highly competitive environment, which may result in lower prices and reduce its profits.

The footwear market is extremely competitive. The Company competes with manufacturers, distributors and retailers of men’s, women’s and children’s shoes, certain of which are larger and have substantially greater resources than the Company. The Company competes with these companies primarily on the basis of price, quality, service and brand recognition, all of which are important competitive factors in the shoe industry. The Company’s ability to maintain its competitive

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edge depends upon these factors, as well as its ability to deliver new products at the best value for the consumer, maintain positive brand recognition, and obtain sufficient retail floor space and effective product presentation at retail. If the Company does not remain competitive, the Company’s future results of operations and financial condition could decline.

The Company is dependent on information and communication systems to support its business and internet sales. Significant interruptions could disrupt its business.

The Company accepts and fills the majority of its larger customers’ orders through the use of Electronic Data Interchange (EDI). It relies on its warehouse management system to efficiently process orders. The corporate office relies on computer systems to efficiently process and record transactions. Significant interruptions in the Company’s information and communication systems from power loss, telecommunications failure or computer system failure could significantly disrupt the Company’s business and operations. In addition, the Company sells footwear on its websites, and failures of the Company’s or other retailers’ websites could adversely affect the Company’s sales and results.

The Company’s retail segment, including its internet business, is subject to the risk of data loss and security breaches.

The Company sells footwear in its retail stores and on its websites, and therefore the Company and/or its third party credit card processors must process, store, and transmit large amounts of data, including personal information of its customers. Failure to prevent or mitigate data loss or other security breaches, including breaches of Company technology and systems, could expose the Company or its customers to a risk of loss or misuse of such information, adversely affect the Company’s operating results, result in litigation or potential liability for the Company, and otherwise harm the Company’s business and/or reputation. In order to address these risks, the Company uses third party technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content delivery to customers, back-office support, and other functions. Although the Company has developed systems and processes that are designed to protect customer information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third party vendor, such measures cannot provide absolute security.

The Company may not be able to successfully integrate new brands and businesses.

The Company has historically completed a number of acquisitions and intends to continue to look for new acquisition opportunities. Those search efforts could be unsuccessful and costs could be incurred in those failed efforts. Further, if and when an acquisition occurs, the Company cannot guarantee that it will be able to successfully integrate the brand into its current operations, or that any acquired brand would achieve results in line with the Company’s historical performance or its specific expectations for the brand.

Loss of the services of the Company’s top executives could adversely affect the business.

Thomas W. Florsheim, Jr., the Company’s Chairman and Chief Executive Officer, and John W. Florsheim, the Company’s President, Chief Operating Officer and Assistant Secretary, have a strong heritage within the Company and the footwear industry. They possess knowledge, relationships and reputations based on their lifetime exposure to and experience in the Company and the industry. The loss of either one or both of the Company’s top executives could have an adverse impact on the Company’s performance.

The limited public float and trading volume for the Company’s stock may have an adverse impact on the stock price or make it difficult to liquidate.

The Company’s common stock is held by a relatively small number of shareholders. The Florsheim family owns approximately 35% of the stock and two institutional shareholders hold significant blocks. Other officers, directors, and members of management own stock or have the potential to own stock through previously granted stock options and restricted stock. Consequently, the Company has a relatively small float and low average daily trading volume, which could affect a

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shareholder’s ability to sell his stock or the price at which he can sell it. In addition, future sales of substantial amounts of the Company’s common stock in the public market by those larger shareholders, or the perception that these sales could occur, may adversely impact the market price of the stock and the stock could be difficult for the shareholder to liquidate.

Deterioration of the municipal bond market in general or of specific municipal bonds held by the Company or its pension plan may result in a material adverse effect on the Company’s financial condition, results of operations, and liquidity.

The Company maintains an investment portfolio consisting entirely of investment-grade municipal bond investments. The Company’s investment policy only permits the purchase of investment-grade securities. The Company’s investment portfolio totaled approximately $30 million as of December 31, 2014, or approximately 11% of total assets. If the value of municipal bond markets in general or any of the Company’s municipal bond holdings deteriorate, the performance of the Company’s investment portfolio, financial condition, results of operations, and liquidity may be materially and adversely affected.

The Company’s total assets include goodwill and other indefinite-lived intangible assets. If management determines these have become impaired in the future, net earnings could be materially adversely affected.

Goodwill represents the excess of cost over the fair market value of net assets acquired in a business combination. Indefinite-lived intangible assets are comprised of trademarks on certain of the Company’s principal shoe brands. The Company’s goodwill and trademarks were approximately $46 million as of December 31, 2014, or approximately 17% of total assets.

The Company analyzes goodwill for impairment on an annual basis or more frequently when, in the judgment of management, an event has occurred that may indicate that additional analysis is required. Impairment may result from, among other things, deterioration in the Company’s performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products sold by the Company, and a variety of other factors. The amount of any quantified impairment must be expensed as a charge to results of operations in the period in which the asset becomes impaired. The Company did not record any charges for impairment of goodwill or trademarks in 2014, 2013, or 2012. Any future determination of impairment of a significant portion of goodwill or other identifiable intangible assets could have an adverse effect on the Company’s financial condition and results of operations.

Risks related to our defined benefit retirement plan may adversely impact our results of operations and cashflow.

Significant changes in actual investment return on defined benefit plan assets, discount rates, mortality assumptions and other factors could adversely affect our results of operations and the amounts of contributions we must make to our defined benefit plan in future periods. As we mark-to-market our defined benefit plan assets and liabilities on an annual basis, large non-cash gains or losses could be recorded in the fourth quarter of each fiscal year. Generally accepted accounting principles in the U.S. require that we calculate income or expense for the plan using actuarial valuations. These valuations reflect assumptions about financial markets and interest rates, which may change based on economic conditions. Funding requirements for our defined benefit plans are dependent upon, among other things, interest rates, underlying asset returns and the impact of legislative or regulatory changes related to defined benefit funding obligations. For a discussion regarding the significant assumptions used to determine net periodic benefit cost, refer to “Critical Accounting Policies” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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If the Company is unable to maintain effective internal control over its financial reporting, investors could lose confidence in the reliability of its financial statements, which could result in a reduction in the value of its common stock.

Under Section 404 of the Sarbanes-Oxley Act, public companies must include a report of management on the Company’s internal control over financial reporting in their annual reports; that report must contain an assessment by management of the effectiveness of the Company’s internal control over financial reporting. In addition, the independent registered public accounting firm that audits a company’s financial statements must attest to and report on the effectiveness of the company’s internal control over financial reporting.

If the Company is unable to maintain effective internal control over financial reporting, including in connection with changes in accounting rules and standards that apply to it, this could lead to a failure to meet its reporting obligations to the SEC. Such a failure in turn could result in an adverse reaction to the Company in the marketplace or a loss in value of the Company’s common stock, due to a loss of confidence in the reliability of the Company’s financial statements.

Natural disasters and other events outside of the Company’s control, and the ineffective management of such events, may harm the Company’s business.

The Company’s facilities and operations, as well as those of the Company’s suppliers and customers, may be impacted by natural disasters. In the event of such disasters, and if the Company or its suppliers or customers are not adequately insured, the Company’s business could be harmed due to the event itself or due to its inability to effectively manage the effects of the particular event; potential harms include the loss of business continuity, the loss of inventory or business data and damage to infrastructure, warehouses or distribution centers.

ITEM 1B UNRESOLVED STAFF COMMENTS

None

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ITEM 2 PROPERTIES

The following facilities were operated by the Company or its subsidiaries as of December 31, 2014:

       
Location   Character   Owned/ Leased   Square Footage   %
Utilized
Glendale, Wisconsin(2)     Two story office and
distribution center
      Owned       1,025,000       85 % 
Portland, Oregon(2)     Two story office       Leased (1)      6,300       100 % 
Montreal, Canada(2)     Multistory office and
distribution center
      Owned (4)      75,800       100 % 
Florence, Italy(3)     Two story office and
distribution center
      Leased (1)      15,100       100 % 
Fairfield Victoria, Australia(3)     Office and distribution center
      Leased (1)      54,000       100 % 
Honeydew Park, South Africa(3)     Distribution center       Leased (1)      8,600       80 % 
Hong Kong, China(3)     Office and distribution center
      Leased (1)      14,000       100 % 
Dongguan City, China(3)     Office       Leased (1)      4,400       100 % 

(1) Not material leases.
(2) These properties are used principally by the Company's North American wholesale segment.
(3) These properties are used principally by the Company's other businesses which are not reportable segments.
(4) The Company owns a 50% interest in this property. See Note 8 of the Notes to Consolidated Financial Statements.

In addition to the above-described offices and distribution facilities, the Company also operates retail shoe stores under various rental agreements. All of these facilities are suitable and adequate for the Company’s current operations. See Note 13 of the Notes to Consolidated Financial Statements and Item 1, “Business”, above.

ITEM 3 LEGAL PROCEEDINGS

None

ITEM 4 MINE SAFETY DISCLOSURES

Not Applicable

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EXECUTIVE OFFICERS OF THE REGISTRANT

       
Officer   Age   Office(s)   Executive
Officer Since
  Business Experience
Thomas W. Florsheim, Jr.(1)   56   Chairman and Chief
Executive Officer
  1996   Chairman and Chief
Executive Officer of the
Company — 2002 to
present; President and
Chief Executive Officer of
the Company — 1999 to
2002; President and Chief
Operating Officer of the
Company — 1996 to 1999;
Vice President of the
Company — 1988 to 1996
John W. Florsheim(1)   51   President, Chief
Operating Officer and
Assistant Secretary
  1996   President, Chief Operating
Officer and Assistant
Secretary of the
Company — 2002 to
present; Executive Vice
President, Chief Operating
Officer and Assistant
Secretary of the
Company — 1999 to 2002;
Executive Vice President of
the Company — 1996 to
1999; Vice President of the
Company 1994 to 1996
John F. Wittkowske   55   Senior Vice President,
Chief Financial Officer
and Secretary
  1993   Senior Vice President, Chief
Financial Officer and
Secretary of the
Company — 2002 to
present; Vice President,
Chief Financial Officer and
Secretary of the
Company — 1995 to 2002;
Secretary and Treasurer of
the Company 1993 – 1995

(1) Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and Chairman Emeritus Thomas W. Florsheim is their father.

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PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The shares of the Company’s common stock are traded on the NASDAQ Stock Market (“NASDAQ”) under the symbol “WEYS.”

COMMON STOCK DATA

           
  2014   2013
     Stock Prices   Cash Dividends Declared   Stock Prices   Cash Dividends Declared
Quarter:   High   Low   High   Low
First   $ 29.76     $ 24.44     $ 0.18     $ 24.61     $ 22.63     $  
Second   $ 28.24     $ 24.73     $ 0.19     $ 25.31     $ 22.80     $ 0.18  
Third   $ 28.07     $ 25.00     $ 0.19     $ 29.83     $ 24.34     $ 0.18  
Fourth   $ 31.31     $ 24.78     $ 0.19     $ 29.51     $ 26.15     $ 0.18  
                       $ 0.75                       $ 0.54  

There were 155 holders of record of the Company's common stock as of March 2, 2015.

The stock prices shown above are the high and low actual trades on the NASDAQ for the calendar periods indicated.

No dividends were paid in the first quarter of 2013, as the Company accelerated the timing of this dividend into 2012 in anticipation of potential tax law changes effective January 1, 2013. The Company resumed its regular quarterly dividend payment schedule in the second quarter of 2013 and continued it through 2014, as shown in the table above.

Stock Performance

The following line graph compares the cumulative total shareholder return on the Company’s common stock during the five years ended December 31, 2014 with the cumulative return on the NASDAQ-100 Index and the Russell 3000 — RGS Textiles Apparel & Shoe Index. The comparison assumes $100 was invested on December 31, 2009, in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.

[GRAPHIC MISSING]

           
  2009   2010   2011   2012   2013   2014
Weyco Group, Inc.     100       109       112       109       137       137  
NASDAQ-100 Global Index     100       120       125       147       202       241  
Russell 3000-RGS Textiles Apparel & Shoe Index     100       136       152       170       250       278  

In April 1998, the Company’s Board of Directors first authorized a stock repurchase program to repurchase 1,500,000 shares of its common stock in open market transactions at prevailing prices. In April 2000 and again in May 2001, the Company’s Board of Directors extended the stock repurchase

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program to cover the repurchase of 1,500,000 additional shares. In February 2009, the Board of Directors extended the stock repurchase program to cover the repurchase of 1,000,000 additional shares, bringing the total authorized since inception to 5,500,000. The table below presents information pursuant to Item 703 of Regulation S-K regarding the repurchase of the Company’s common stock by the Company in the three-month period ended December 31, 2014.

       
Period   Total Number
of Shares Purchased
  Average Price
Paid Per Share
  Total Number of
Shares Purchased
as Part of the
Publicly Announced
Program
  Maximum Number of
Shares that May Yet
Be Purchased Under
the Program
10/01/2014 – 10/31/2014     52,905     $ 26.43       52,905       422,910  
11/01/2014 – 11/30/2014     85,659     $ 28.23       85,659       337,251  
12/01/2014 – 12/31/2014     6,352     $ 26.96       6,352       330,899  
Total     144,916     $ 27.52       144,916           

ITEM 6 SELECTED FINANCIAL DATA

The following selected financial data reflects the results of operations, balance sheet data and common share information for the years ended December 31, 2010, through December 31, 2014.

         
  Years Ended December 31,
     (in thousands, except per share amounts)
     2014   2013   2012   2011   2010
Net Sales   $ 320,488     $ 300,284     $ 293,471     $ 271,100     $ 229,231  
Net earnings attributable to Weyco Group, Inc.   $ 19,020     $ 17,601     $ 18,957     $ 15,251     $ 13,668  
Diluted earnings per share   $ 1.75     $ 1.62     $ 1.73     $ 1.37     $ 1.19  
Weighted average diluted shares outstanding     10,888       10,865       10,950       11,159       11,493  
Cash dividends per share   $ 0.75     $ 0.54     $ 0.84     $ 0.64     $ 0.63  
Total assets   $ 277,446     $ 267,533     $ 285,321     $ 273,508     $ 223,435  
Bank borrowings   $ 5,405     $ 12,000     $ 45,000     $ 37,000     $ 5,000  

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company designs and markets quality and innovative footwear for men, women and children under a portfolio of well-recognized brand names, including: “Florsheim,” “Nunn Bush,” “Stacy Adams,” “BOGS,” “Rafters,” and “Umi.” Inventory is purchased from third-party overseas manufacturers. The majority of foreign-sourced purchases are denominated in U.S. dollars. The Company has two reportable segments, North American wholesale operations (“wholesale”) and North American retail operations (“retail”). In the wholesale segment, the Company’s products are sold to leading footwear, department and specialty stores, primarily in the United States and Canada. The Company also has licensing agreements with third parties who sell its branded apparel, accessories and specialty footwear in the United States, as well as its footwear in Mexico and certain markets overseas. Licensing revenues are included in the Company’s wholesale segment. The Company’s retail segment consisted of 16 Company-owned retail stores and an internet business in the United States as of December 31, 2014. Sales in retail outlets are made directly to consumers by Company employees. The Company’s “other” operations include the Company’s wholesale and retail businesses in Australia, South Africa and Asia Pacific (collectively, “Florsheim Australia”) and Europe. The majority of the Company’s operations are in the United States, and its results are primarily affected by the economic conditions and the retail environment in the United States.

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This discussion summarizes the significant factors affecting the consolidated operating results, financial position and liquidity of the Company for the three-year period ended December 31, 2014. This discussion should be read in conjunction with Item 8, “Financial Statements and Supplementary Data” below.

EXECUTIVE OVERVIEW

Sales and Earnings Highlights

Consolidated net sales for 2014 were $320.5 million, up 7% over last year’s net sales of $300.3 million. Earnings from operations were $30.7 million this year, up 11% as compared to $27.8 million in 2013. Consolidated net earnings attributable to Weyco Group, Inc. increased 8% to $19.0 million in 2014, as compared to $17.6 million last year. Diluted earnings per share for the year ended December 31, 2014, increased to $1.75, from $1.62 per share in 2013. Earnings for 2014 included $611,000 (373,000 after tax, or $0.03 per diluted share) of expense resulting from an increase in the contingent consideration liability that resulted from the 2011 acquisition of The Combs Company (“Bogs”). See Note 10 of the Notes to Consolidated Financial Statements.

The majority of the increase in consolidated net sales for 2014 came from the Company’s wholesale segment. Wholesale net sales increased by approximately $17.8 million this year, compared to 2013. This increase was primarily due to higher sales of the BOGS brand.

Without the $611,000 Bogs contingent consideration adjustment described above, consolidated earnings from operations would have been up $3.4 million, or 12%, for the year. This increase was driven by higher net sales in the Company’s wholesale segment and in the Company’s other businesses.

Financial Position Highlights

At December 31, 2014, cash and marketable securities totaled $43.0 million and outstanding debt totaled $5.4 million. At December 31, 2013, cash and marketable securities totaled $46.2 million and outstanding debt totaled $12.0 million. The Company’s main sources of cash in 2014 were from operations and proceeds from stock options exercised. The Company’s main uses of cash in 2014 were for the payment of dividends, common stock repurchases and payments on the revolving line of credit. The Company also had $2.9 million of capital expenditures.

2014 vs. 2013

SEGMENT ANALYSIS

Net sales and earnings from operations for the Company’s segments, as well as its “other” operations, in the years ended December 31, 2014 and 2013, were as follows:

     
  Years ended December 31,  
     2014   2013   % Change
     (Dollars in thousands)     
Net Sales
                          
North American Wholesale   $ 243,429     $ 225,657       8 % 
North American Retail     23,324       23,255       0 % 
Other     53,735       51,372       5 % 
Total   $ 320,488     $ 300,284       7 % 
Earnings from Operations
                          
North American Wholesale   $ 22,527     $ 20,742       9 % 
North American Retail     3,300       3,018       9 % 
Other     4,830       3,995       21 % 
Total   $ 30,657     $ 27,755       10 % 

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North American Wholesale Segment

Net Sales

Net sales in the Company’s North American wholesale segment for the years ended December 31, 2014 and 2013, were as follows:

     
  Years ended December 31,  
     2014   2013   % Change
     (Dollars in thousands)     
North American Net Sales
                          
Stacy Adams   $ 61,157     $ 58,311       5 % 
Nunn Bush     66,498       69,161       -4 % 
Florsheim     51,440       51,832       -1 % 
BOGS/Rafters     57,830       39,682       46 % 
Umi     3,322       3,473       -4 % 
Total North American Wholesale   $ 240,247     $ 222,459       8 % 
Licensing     3,182       3,198       -1 % 
Total North American Wholesale Segment   $ 243,429     $ 225,657       8 % 

The Stacy Adams brand was up in 2014 due to sales volume increases in the modern dress shoe category which resulted in higher sales across a number of distribution categories. The decline at Nunn Bush was mainly due to lower sales with one major department store. Florsheim net sales were down slightly in 2014 due to lower sales with department stores and independent stores, partially offset by higher sales with chain stores and internet retailers. Net sales of the BOGS and Rafters brands were up approximately $18.1 million for the year, primarily driven by increased sales of women’s and children’s boots in the U.S. and Canada.

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

Earnings from Operations

Earnings from operations in the North American wholesale segment were $22.5 million in 2014, up 9% as compared to $20.7 million in 2013. This year’s wholesale earnings from operations included $611,000 of expense resulting from the Bogs contingent consideration adjustment, which was recorded within selling and administrative expenses. Without this adjustment, wholesale earnings from operations would have been up 11% for the year, driven by higher sales volumes. Wholesale gross earnings as a percent of net sales were 32.3% in 2014 and 32.6% in 2013. The decrease in wholesale gross earnings as a percent of net sales was primarily due to lower gross margins on product sold in Canada this year, resulting from the weaker Canadian dollar relative to the U.S. dollar in 2014, as compared to 2013.

The Company’s cost of sales does not include distribution costs (e.g., receiving, inspection or warehousing costs) or shipping and handling expenses. The Company’s distribution costs were $11.0 million and $10.8 million in the years ended December 31, 2014 and 2013, respectively. The Company’s shipping and handling expenses totaled $3.5 million in each of the years ended December 31, 2014 and 2013. These costs were included in selling and administrative expenses. The Company’s gross earnings may not be comparable to other companies, as some companies may include distribution costs in cost of sales.

North American wholesale segment selling and administrative expenses include, and are primarily related to, distribution costs, salaries and commissions, advertising costs, employee benefit costs and depreciation. As a percent of net sales, wholesale selling and administrative expenses were 23% in 2014 compared to 24% in 2013.

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North American Retail Segment

Net Sales

Net sales in the Company’s North American retail segment were flat at $23.3 million in 2014 and 2013. There were seven fewer stores operating in 2014 than in 2013; one store closed in 2014 and six stores closed throughout 2013. The sales losses from these closed stores were offset by a 5% increase in same store sales for the year. Same store sales include retail store sales and U.S. internet sales. Stores are included in same store sales beginning in the store’s 13th month of operations after its grand opening. The increase in same store sales was driven by an increase in the Company’s U.S. internet business.

Earnings from Operations

Earnings from operations in the North American retail segment were $3.3 million in 2014, up 9% as compared to $3.0 million in 2013. Retail gross earnings as a percent of net sales were 65.9% in 2014 and 65.6% in 2013. Selling and administrative expenses for the retail segment include, and are primarily related to, rent and occupancy costs, employee costs and depreciation. Selling and administrative expenses as a percent of net sales were 52% in 2014 compared to 53% in 2013. The increase in retail earnings from operations was due to improved performance in the Company’s U.S. internet business.

The Company reviews its long-lived assets for impairment in accordance with Accounting Standards Codification (“ASC”) 360, Property Plant and Equipment (“ASC 360”). See Note 2 in the Notes to Consolidated Financial Statements for further information. No impairment charge was recognized in 2014 or 2013. In 2012, an impairment charge of $93,000 was recognized within selling and administrative expenses. In general, earnings from operations for the retail segment have improved as fixed assets have been written down and underperforming stores have closed. In January 2015, one domestic retail location closed, and the Company plans to close two additional domestic retail locations by the end of 2015.

Other

The Company’s other businesses include its wholesale and retail operations in Australia, South Africa, Asia Pacific and Europe. In 2014, net sales of the Company’s other businesses were $53.7 million, up 5% as compared with $51.4 million in 2013. This increase was due to higher sales volumes at both Florsheim Europe and Florsheim Australia. Florsheim Australia’s net sales were up $1.4 million, or 3%, for the year. In local currency, Florsheim Australia’s net sales were up 10% for the year. This increase was due to higher sales volumes in both its retail businesses, where sales were up 13% (same store sales up 10%), and its wholesale businesses, where sales were up 6% compared to 2013. Florsheim Australia’s net sales were negatively impacted by the weaker Australian dollar relative to the U.S. dollar in 2014. Earnings from operations of these businesses were $4.8 million in 2014, up 21% as compared to $4.0 million last year. This increase was primarily due to higher operating earnings at Florsheim Australia.

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2013 vs. 2012

SEGMENT ANALYSIS

Net sales and earnings from operations for the Company’s segments, as well as its “other” operations, in the years ended December 31, 2013 and 2012, were as follows:

     
  Years ended December 31,  
     2013   2012   % Change
     (Dollars in thousands)     
Net Sales
                          
North American Wholesale   $ 225,657     $ 217,908       4 % 
North American Retail     23,255       24,348       -4 % 
Other     51,372       51,215       0 % 
Total   $ 300,284     $ 293,471       2 % 
Earnings from Operations
                          
North American Wholesale   $ 20,742     $ 22,214       -7 % 
North American Retail     3,018       1,662       82 % 
Other     3,995       5,920       -33 % 
Total   $ 27,755     $ 29,796       -7 % 

North American Wholesale Segment

Net Sales

Net sales in the Company’s North American wholesale segment for the years ended December 31, 2013 and 2012, were as follows:

     
  Years ended December 31,
     2013   2012   % Change
     (Dollars in thousands)     
North American Net Sales
                          
Stacy Adams   $ 58,311     $ 59,217       -2 % 
Nunn Bush     69,161       64,325       8 % 
Florsheim     51,832       50,055       4 % 
BOGS/Rafters     39,682       36,428       9 % 
Umi     3,473       4,543       -24 % 
Total North American Wholesale   $ 222,459     $ 214,568       4 % 
Licensing     3,198       3,340       -4 % 
Total North American Wholesale Segment   $ 225,657     $ 217,908       4 % 

The Stacy Adams brand was down slightly with off-price retailers due to lower levels of closeout inventory in 2013. The Nunn Bush brand was up due to higher sales volumes at department stores and national shoe chains, driven by increased sales of new casual products. Florsheim net sales were up in 2013 due to increased sales across several trade channels. Net sales of the BOGS and Rafters brands increased approximately $3.3 million in 2013 due to higher sales volumes in both the U.S. and Canada. BOGS net sales in Canada included $1.1 million of additional volume in 2013 due to the takeover of Bogs Canadian distribution in June 2012.

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

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Earnings from Operations

Earnings from operations in the North American wholesale segment were $20.7 million in 2013, down 7% as compared to $22.2 million in 2012. Wholesale gross earnings as a percent of net sales were 32.6% in 2013 and 32.2% in 2012. Earnings from operations in 2012 included approximately $3.5 million of income resulting from a decrease in the contingent consideration liability related to the Bogs acquisition. Without these adjustments, earnings from operations for the wholesale segment would have been up 11% in 2013 as compared to 2012, primarily due to the increase in sales and gross margins.

The Company’s cost of sales does not include distribution costs (e.g., receiving, inspection or warehousing costs) or shipping and handling expenses. The Company’s distribution costs were $10.8 million and $10.0 million in the years ended December 31, 2013 and 2012, respectively. The Company’s shipping and handling expenses totaled $3.5 million and $3.1 million in the years ended December 31, 2013 and 2012, respectively. These costs were included in selling and administrative expenses. The Company’s gross earnings may not be comparable to other companies, as some companies may include distribution costs in cost of sales.

North American wholesale segment selling and administrative expenses include, and are primarily related to, distribution costs, salaries and commissions, advertising costs, employee benefit costs and depreciation. As a percent of net sales, wholesale selling and administrative expenses were 24% in 2013 compared to 22% in 2012. Excluding the $3.5 million of adjustments related to the Bogs acquisition, 2012 selling and administrative expenses would have been 24% of net sales.

North American Retail Segment

Net Sales

Net sales in the Company’s North American retail segment decreased $1.1 million or 4% in 2013 compared to 2012. There were six fewer stores at December 31, 2013 than at December 31, 2012, as the Company has been closing unprofitable stores. Same store sales, which include retail store sales and U.S. internet sales, were up 7% in 2013. Stores are included in same store sales beginning in the store’s 13th month of operations after its grand opening. The increase in same store sales was driven in part by an increase in the Company’s U.S. internet business.

Earnings from Operations

Earnings from operations in the North American retail segment increased $1.4 million in 2013 compared to 2012. Retail gross earnings as a percent of net sales were 65.6% in 2013 and 64.5% in 2012. Selling and administrative expenses for the retail segment include, and are primarily related to, rent and occupancy costs, employee costs and depreciation. Selling and administrative expenses as a percent of net sales were 53% in 2013 compared to 58% in 2012. The increase in retail earnings from operations was primarily due to the benefit of the closing underperforming stores and increases at both retail stores and the U.S. internet business.

The Company reviews its long-lived assets for impairment in accordance with ASC 360. See Note 2 in the Notes to Consolidated Financial Statements for further information. No impairment charge was recognized in 2013. In 2012 and 2011, impairment charges of $93,000 and $165,000, respectively, were recognized within selling and administrative expenses. In 2013, six retail locations closed and in 2012, seven locations closed. In general, earnings from operations for the retail segment have improved as fixed assets have been written down and underperforming stores have closed.

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Other

The Company’s other businesses include its wholesale and retail operations in Australia, South Africa, Asia Pacific and Europe. In 2013, net sales of the Company’s other businesses were $51.4 million, compared with $51.2 million in 2012. Florsheim Europe’s wholesale business was up in 2013, but was offset by lower net sales at Florsheim Australia. Florsheim Australia’s net sales were down $730,000, or 2%, for the year. In local currency, Florsheim Australia’s net sales were up 6% in 2013, due to higher sales volumes in its retail businesses, partially offset by lower sales volumes in its wholesale businesses. The decrease in U.S. dollars was caused by the weakening of the Australian dollar relative to the U.S. dollar in 2013. Earnings from operations of these businesses were $4.0 million in 2013, down 33% as compared to $5.9 million 2012. This decrease was primarily due to a $2.0 million decline in the operating earnings of Florsheim Australia’s wholesale businesses, resulting from lower sales volumes and increased infrastructure costs to accommodate the Bogs expansion in Australia.

OTHER INCOME AND EXPENSE AND TAXES

The majority of the Company’s interest income is from its investments in marketable securities. Interest income was approximately $1.2 million in 2014, $1.5 million in 2013 and $1.8 million in 2012. The decrease over the three year period was primarily due to lower average investment balances.

Interest expense was $178,000 in 2014, $384,000 in 2013 and $561,000 in 2012. The decrease over the three year period was primarily due to lower average debt balances.

Other expense, net, was $595,000 in 2014, $653,000 in 2013 and $144,000 in 2012. Other expense, net, included foreign exchange transaction losses totaling $268,000, $279,000, and $138,000 in 2014, 2013, and 2012, respectively, and other non-operating expenses. Foreign exchange transaction losses primarily resulted from the revaluation of intercompany loans between the Company’s North American wholesale segment and Florsheim Australia.

The effective tax rate for 2014 was 36.2% compared with 35.2% in 2013 and 34.1% in 2012. The increase in 2014 was partly due to lower percentages of tax free municipal bond income relative to pretax earnings in the United States. The increase in 2013 was primarily due to higher effective tax rates at the Company’s foreign locations.

LIQUIDITY & CAPITAL RESOURCES

The Company’s primary sources of liquidity are its cash and short-term marketable securities, which aggregated $18.4 million at December 31, 2014, and $21.2 million at December 31, 2013, and its revolving line of credit. In 2014, the Company generated $17.8 million in cash from operating activities, compared with $29.8 million in 2013 and $18.0 million in 2012. Fluctuations in net cash from operating activities have mainly resulted from changes in net earnings and operating assets and liabilities, and most significantly the year-end inventory and accounts receivable balances.

The Company’s capital expenditures were $2.9 million, $2.7 million and $9.5 million in 2014, 2013 and 2012, respectively. In addition, in 2013 the Company purchased a 50% interest in a building in Montreal, Canada for $3.2 million. In 2012, capital expenditures included a project to connect a neighboring building, acquired in 2011, to the Company’s existing office and distribution center in Glendale, Wisconsin. The Company expects capital expenditures to be approximately $2 million to $3 million in 2015.

The Company paid cash dividends of $8.2 million, $4.1 million and $11.1 million in 2014, 2013 and 2012, respectively. On December 31, 2012, the Company paid two quarterly cash dividends, each for $0.17 per share, which typically would have been paid in the first half of 2013. Both dividends were accelerated into 2012 in anticipation of potential tax law changes effective January 1, 2013. The Company resumed its regular quarterly dividend payment schedule in the second quarter of 2013.

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The Company continues to repurchase its common stock under its share repurchase program when the Company believes market conditions are favorable. In 2014, the Company repurchased 297,576 shares for a total cost of $8.0 million. In 2013, the Company repurchased 195,050 shares for a total cost of $4.6 million. In 2012, the Company repurchased 285,422 shares for a total cost of $6.6 million. At December 31, 2014, the remaining total shares available to purchase under the program was approximately 331,000 shares.

At December 31, 2014, the Company had a $60 million unsecured revolving line of credit with a bank expiring November 5, 2015. The line of credit bears interest at LIBOR plus 0.75%. At December 31, 2014, outstanding borrowings were approximately $5.4 million at an interest rate of 0.92%. The highest balance during the year was $24.3 million. At December 31, 2013, outstanding borrowings were $12.0 million at an interest rate of 0.90%. In March 2014, the Company began sweeping excess cash against its revolving line of credit on a daily basis. Proceeds and repayments from bank borrowings increased in 2014 as a result of this daily activity.

In connection with the Bogs acquisition, the Company had two contingent payments due to the former shareholders of Bogs. The Company made the first contingent consideration payment of approximately $1,270,000 in the first quarter of 2013. The second contingent consideration payment is due in March 2016. For additional information, see Note 10 in the Notes to Consolidated Financial Statements.

As of December 31, 2014, $3.1 million of cash and cash equivalents was held by the Company’s foreign subsidiaries. If these funds are needed for operations in the U.S., the Company would be required to accrue and pay U.S. taxes to repatriate these funds. Management believes that under the current tax law, the related tax impact of any such repatriation would not be material to the Company’s financial statements.

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

The Company believes that available cash and marketable securities, cash provided by operations, and available borrowing facilities will provide adequate support for the cash needs of the business in 2015, although there can be no assurances.

Off-Balance Sheet Arrangements

The Company does not utilize any special purpose entities or other off-balance sheet arrangements.

Commitments

The Company’s significant contractual obligations are its supplemental pension plan, its operating leases, and the contingent consideration that is expected to be paid from the Bogs acquisition. These obligations are discussed further in the Notes to Consolidated Financial Statements. The Company also has significant obligations to purchase inventory. Future obligations under operating leases are disclosed in Note 13 of the Notes to Consolidated Financial Statements. The table below provides summary information about these obligations as of December 31, 2014.

         
  Payments Due by Period (dollars in thousands)
     Total   Less Than
a Year
  2 – 3 Years   4 – 5 Years   More Than
5 Years
Pension obligations   $ 37,117     $ 367     $ 935     $ 1,146     $ 34,669  
Operating leases     37,643       8,579       13,486       9,563       6,015  
Contingent consideration (undiscounted)     5,746             5,746              
Purchase obligations*     80,801       80,801                    
Total   $ 161,307     $ 89,747     $ 20,167     $ 10,709     $ 40,684  

* Purchase obligations relate entirely to commitments to purchase inventory.

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OTHER

Critical Accounting Policies

The Company’s accounting policies are more fully described in Note 2 of the Notes to Consolidated Financial Statements. As disclosed in Note 2, 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 about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the consolidated financial statements. The following policies are considered by management to be the most critical in understanding the significant accounting estimates inherent in the preparation of the Company’s consolidated financial statements and the uncertainties that could impact the Company’s results of operations, financial position and cash flows.

Sales Returns, Sales Allowances and Doubtful Accounts

The Company records reserves and allowances (“reserves”) for sales returns, sales allowances and discounts, cooperative advertising, and accounts receivable balances that it believes will ultimately not be collected. The reserves are based on such factors as specific customer situations, historical experience, a review of the current aging status of customer receivables and current and expected economic conditions. The reserve for doubtful accounts includes a specific reserve for accounts identified as potentially uncollectible, plus an additional reserve for the balance of accounts. The Company evaluates the reserves and the estimation process and makes adjustments when appropriate. Historically, actual write-offs against the reserves have been within the Company’s expectations. Changes in these reserves may be required if actual returns, discounts and bad debt activity varies from the original estimates. These changes could impact the Company’s results of operations, financial position and cash flows.

Pension Plan Accounting

The Company’s pension expense and corresponding obligation are determined on an actuarial basis and require certain actuarial assumptions. Management believes the two most critical of these assumptions are the discount rate and the expected rate of return on plan assets. The Company evaluates its actuarial assumptions annually on the measurement date (December 31) and makes modifications based on such factors as market interest rates and historical asset performance. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these assumptions.

Discount Rate — Pension expense and projected benefit obligation both increase as the discount rate is reduced. See Note 11 of the Notes to Consolidated Financial Statements for discount rates used in determining the net periodic pension cost for the years ended December 31, 2014, 2013 and 2012 and the funded status of the plans at December 31, 2014 and 2013. The rates are based on the plan’s projected cash flows. The Company utilizes the cash flow matching method, which discounts each year’s projected cash flows at the associated spot interest rate back to the measurement date. A 0.5% decrease in the discount rate would increase annual pension expense and the projected benefit obligation by approximately $504,000 and $5.2 million, respectively.

Expected Rate of Return — Pension expense increases as the expected rate of return on pension plan assets decreases. In estimating the expected return on plan assets, the Company considers the historical returns on plan assets and future expectations of asset returns. The Company utilized an expected rate of return on plan assets of 7.50% in 2014 and 7.75% in 2013 and 2012. This rate was based on the Company’s long-term investment policy of equity securities: 20% – 80%; fixed income securities: 20% – 80%; and other, principally cash: 0% – 20%. A 0.5% decrease in the expected return on plan assets would increase annual pension expense by approximately $155,000.

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The Company’s unfunded benefit obligation was $33.7 million and $22.3 million at December 31, 2014 and 2013, respectively. The increase between years was primarily due to a decrease in the discount rate used to determine the funded status of the plan and the use of an updated mortality table. The reduction in the discount rate increased the benefit obligation by approximately $7.8 million, and the use of an updated mortality table increased the benefit obligation by approximately $4.0 million. These increases were partially offset by other assumption changes which resulted in immaterial decreases to the benefit obligation between years.

Goodwill and Trademarks

Goodwill and trademarks are tested for impairment on an annual basis and more frequently when significant events or changes in circumstances indicate that their carrying values may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of the asset.

The Company’s $11.1 million of goodwill resulted from the 2011 acquisition of Bogs. The Company uses a two-step process to test this goodwill for impairment. First, the applicable reporting unit’s fair value is compared to its carrying value. If the reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired, and the second step of the impairment test would be performed. The second step of the goodwill impairment test is to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assets and liabilities similar to a purchase price allocation. The implied fair value of the goodwill that results from the application of this second step is then compared to the carrying amount of the goodwill and an impairment charge would be recorded for the difference if the carrying value exceeds the implied fair value of the goodwill.

The Company conducted its annual impairment test of goodwill as of December 31, 2014. For goodwill impairment testing, the Company determined the applicable reporting unit is its wholesale segment. Fair value of the wholesale segment was estimated based on a weighted analysis of discounted cash flows (“income approach”) and a comparable public company analysis (“market approach”). The rate used in determining discounted cash flows is a rate corresponding to the Company’s weighted average cost of capital, adjusted for risk where appropriate. In determining the estimated future cash flows, current and future levels of income were considered as well as business trends and market conditions. The testing determined that the estimated fair value of the wholesale segment substantially exceeded its carrying value therefore there was no impairment of goodwill in 2014.

The Company conducted its annual impairment test of trademarks as of December 31, 2014. The Company uses a discounted cash flow methodology to determine the fair value of its trademarks, and a loss would be recognized if the carrying values of the trademarks exceeded their fair values. In fiscal 2014, 2013 and 2012, there was no impairment of the Company’s trademarks.

The Company can make no assurances that the goodwill or trademarks will not be impaired in the future. When preparing a discounted cash flow analysis, the Company makes a number of key estimates and assumptions. The Company estimates the future cash flows based on historical and forecasted revenues and operating costs. This, in turn, involves further estimates such as estimates of future growth rates and inflation rates. The discount rate is based on the estimated weighted average cost of capital for the business and may change from year to year. Weighted average cost of capital includes certain assumptions such as market capital structures, market beta, risk-free rate of return and estimated costs of borrowing. Changes in these key estimates and assumptions, or in other assumptions used in this process, could materially affect the Company’s impairment analysis for a given year. Additionally, since the Company’s goodwill measurement also considers a market approach, changes in comparable public company multiples can also materially impact the Company’s impairment analysis.

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Contingent Consideration

The Company recorded its estimate of the fair value of contingent consideration that is expected to be paid from the Bogs acquisition. The contingent consideration is formula-driven and is based on Bogs achieving certain levels of gross margin dollars between January 1, 2011, and December 31, 2015. There are no restrictions as to the amount of consideration that could become payable under the arrangement. The Company made the first contingent consideration payment of approximately $1,270,000 in the first quarter of 2013. The second and final contingent consideration payment is due in March 2016. Management estimates that the range of reasonably possible potential amounts for the second payment is between $5.3 million and $6.3 million. The Company recorded $5.7 million, which is management’s best estimate of the fair value of the second payment.

The Company determined the fair value of the contingent consideration using a probability-weighted model which included estimates related to Bogs future sales levels and gross margins. On a quarterly basis, the Company revalues the obligation and records increases or decreases in its fair value as an adjustment to operating earnings. Changes to the contingent consideration obligation can result from adjustments to the discount rate, accretion of the discount due to the passage of time, or changes in the actual or projected future performance of Bogs. The assumptions used to determine the value of contingent consideration include a significant amount of judgment, and any changes in the assumptions could have a material impact on the amount of contingent consideration expense or income recorded in a given period.

Recent Accounting Pronouncements

See Note 2 of the Notes to Consolidated Financial Statements.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in foreign exchange and interest rates. To reduce the risk from changes in foreign exchange rates, the Company selectively uses forward exchange contracts. The Company does not hold or issue financial instruments for trading purposes. The Company generally does not have significant market risk on its marketable securities as those investments consist of investment-grade securities and are held to maturity. The Company reviewed its portfolio of investments as of December 31, 2014, and determined that no other-than-temporary market value impairment exists. In 2013, the Company concluded that the unrealized loss on one of its municipal bonds was other-than-temporary. Accordingly, the Company wrote the bond down to fair value and recorded an impairment loss of $200,000.

The Company is also exposed to market risk related to the assets in its defined benefit pension plan. The Company reduces that risk by having a diversified portfolio of equity and fixed income investments and periodically reviews this allocation with its investment consultants.

Foreign Currency

The Company’s earnings are affected by fluctuations in the value of the U.S. dollar against foreign currencies, primarily as a result of the sale of product to Canadian customers, Florsheim Australia’s purchases of its inventory in U.S. dollars and the Company’s intercompany loans with Florsheim Australia. At December 31, 2014, the Company had forward exchange contracts outstanding to sell $9.5 million Canadian dollars at a price of approximately $8.6 million dollars. Additionally, Florsheim Australia had forward exchange contracts outstanding to buy $3.3 million U.S. dollars at a price of approximately $3.6 million Australian dollars. All contracts expire in less than one year. Based on December 31, 2014 exchange rates, the Company recorded gains of approximately $180,000 related to the Canadian contracts and gains of approximately $360,000 related to the Australian contracts. Based on the Company’s outstanding forward contracts and intercompany loans, a 10% depreciation in the U.S. dollar at December 31, 2014 would result in a loss of approximately $340,000.

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Interest Rates

The Company is exposed to interest rate fluctuations on borrowings under its revolving line of credit. At December 31, 2014, the Company had approximately $5.4 million of outstanding borrowings under the revolving line of credit. The interest expense related to borrowings under the line during 2014 was $113,000. A 10% increase in the Company’s interest rate on borrowings outstanding as of December 31, 2014 would not have a material effect on the Company’s financial position, results of operations or cash flows.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on the assessment, the Company’s management has concluded that, as of December 31, 2014, the Company’s internal control over financial reporting was effective based on those criteria.

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s independent registered public accounting firm has audited the Company’s consolidated financial statements and the effectiveness of internal controls over financial reporting as of December 31, 2014 as stated in its report below.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Weyco Group, Inc.:

We have audited the accompanying consolidated balance sheets of Weyco Group, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2014. We also have audited the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Weyco Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ DELOITTE & TOUCHE LLP
 
Milwaukee, Wisconsin
March 11, 2015

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CONSOLIDATED STATEMENTS OF EARNINGS

For the years ended December 31, 2014, 2013 and 2012

     
  2014   2013   2012
     (In thousands, except per share amounts)
Net sales   $ 320,488     $ 300,284     $ 293,471  
Cost of sales     197,420       182,971       178,584  
Gross earnings     123,068       117,313       114,887  
Selling and administrative expenses     92,411       89,558       85,090  
Earnings from operations     30,657       27,755       29,797  
Interest income     1,174       1,461       1,840  
Interest expense     (178 )      (384 )      (561 ) 
Other expense, net     (595 )      (653 )      (144 ) 
Earnings before provision for income taxes     31,058       28,179       30,932  
Provision for income taxes     11,234       9,930       10,533  
Net earnings     19,824       18,249       20,399  
Net earnings attributable to noncontrolling interest     804       648       1,442  
Net earnings attributable to Weyco Group, Inc.   $ 19,020     $ 17,601     $ 18,957  
Basic earnings per share   $ 1.76     $ 1.63     $ 1.75  
Diluted earnings per share   $ 1.75     $ 1.62     $ 1.73  

 
 
The accompanying notes to consolidated financial statements are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2014, 2013 and 2012

     
  2014   2013   2012
     (Dollars in thousands)
Net earnings   $ 19,824     $ 18,249     $ 20,399  
Other comprehensive (loss) income, net of tax:
                          
Foreign currency translation adjustments     (2,374 )      (2,456 )      221  
Pension liability adjustments     (6,648 )      4,707       1,147  
Other comprehensive (loss) income     (9,022 )      2,251       1,368  
Comprehensive income     10,802       20,500       21,767  
Comprehensive income (loss) attributable to noncontrolling interest     390       (193 )      1,765  
Comprehensive income attributable to Weyco Group, Inc.   $ 10,412     $ 20,693     $ 20,002  

 
 
The accompanying notes to consolidated financial statements are an integral part of these financial statements.

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CONSOLIDATED BALANCE SHEETS

As of December 31, 2014 and 2013

   
  2014   2013
     (In thousands, except par value and share data)
ASSETS:
                 
Cash and cash equivalents   $ 12,499     $ 15,969  
Marketable securities, at amortized cost     5,914       5,196  
Accounts receivable, less allowances of $2,384 and 2,293, respectively     55,100       48,530  
Accrued income tax receivable           1,055  
Inventories     69,015       63,196  
Prepaid expenses and other current assets     7,521       6,136  
Total current assets     150,049       140,082  
Marketable securities, at amortized cost     24,540       25,024  
Deferred income tax benefits     1,999        
Property, plant and equipment, net     33,694       35,112  
Goodwill     11,112       11,112  
Trademarks     34,748       34,748  
Other assets     21,304       21,455  
Total assets   $ 277,446     $ 267,533  
LIABILITIES AND EQUITY:
                 
Short-term borrowings   $ 5,405     $ 12,000  
Accounts payable     15,657       13,956  
Dividend payable     2,045       1,949  
Accrued liabilities:
                 
Wages, salaries and commissions     3,252       3,038  
Taxes other than income taxes     1,134       1,299  
Other     8,366       6,565  
Accrued income tax payable     151        
Deferred income tax liabilities     1,747       849  
Total current liabilities     37,757       39,656  
Deferred income tax liabilities           1,993  
Long-term pension liability     33,379       21,901  
Other long-term liabilities     8,356       6,991  
Equity:
                 
Common stock, $1.00 par value, authorized 24,000,000 shares in 2014 and 2013, issued and outstanding 10,821,140 shares in 2014 and 10,876,166 shares in 2013     10,821       10,876  
Capital in excess of par value     37,966       31,729  
Reinvested earnings     160,179       156,983  
Accumulated other comprehensive loss     (18,030 )      (9,422 ) 
Total Weyco Group, Inc. equity     190,936       190,166  
Noncontrolling interest     7,018       6,826  
Total equity     197,954       196,992  
Total liabilities and equity   $ 277,446     $ 267,533  

 
 
The accompanying notes to consolidated financial statements are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF EQUITY

For the years ended December 31, 2014, 2013 and 2012
(In thousands, except per share amounts)

         
  Common Stock   Capital in Excess of Par Value   Reinvested Earnings   Accumulated Other Comprehensive Loss   Noncontrolling Interest
Balance, December 31, 2011   $ 10,922     $ 22,222     $ 146,266     $ (13,419 )    $ 5,399  
Net earnings                 18,957             1,442  
Foreign currency translation adjustments                       (102 )      323  
Pension liability adjustment (net of tax of $734)                       1,147        
Cash dividends declared ($0.84 per share)                 (9,133 )             
Cash dividends paid to noncontrolling interest of subsidiary                             (233 ) 
Increase in ownership interest of noncontrolling interest of subsidiary                 (153 )      (140 )      293  
Stock options exercised     174       2,126                    
Issuance of restricted stock     20       (20 )                   
Stock-based compensation expense           1,201                    
Income tax benefit from stock options exercised and vesting of restricted stock           655                    
Shares purchased and retired     (285 )            (6,273 )             
Balance, December 31, 2012   $ 10,831     $ 26,184     $ 149,664     $ (12,514 )    $ 7,224  
Net earnings                 17,601             648  
Foreign currency translation adjustments                       (1,615 )      (841 ) 
Pension liability adjustment (net of tax of $3,010)                       4,707        
Cash dividends declared ($0.54 per share)                 (5,854 )             
Cash dividends paid to noncontrolling interest of subsidiary                             (205 ) 
Stock options exercised     220       3,712                    
Issuance of restricted stock     20       (20 )                   
Stock-based compensation expense           1,283                    
Income tax benefit from stock options exercised and vesting of restricted stock           570                    
Shares purchased and retired     (195 )            (4,428 )             
Balance, December 31, 2013   $ 10,876     $ 31,729     $ 156,983     $ (9,422 )    $ 6,826  
Net earnings                 19,020             804  
Foreign currency translation adjustments                       (1,960 )      (414 ) 
Pension liability adjustment (net of tax of $4,250)                       (6,648 )       
Cash dividends declared ($0.75 per share)                 (8,137 )             
Cash dividends paid to noncontrolling interest of subsidiary                             (198 ) 
Stock options exercised     218       4,663                    
Issuance of restricted stock     24       (24 )                   
Stock-based compensation expense           1,465                    
Income tax benefit from stock options exercised and vesting of restricted stock           133                    
Shares purchased and retired     (297 )            (7,687 )             
Balance, December 31, 2014   $ 10,821     $ 37,966     $ 160,179     $ (18,030 )    $ 7,018  

 
 
The accompanying notes to consolidated financial statements are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2014, 2013 and 2012

     
  2014   2013   2012
     (Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
                          
Net earnings   $ 19,824     $ 18,249     $ 20,399  
Adjustments to reconcile net earnings to net cash provided by operating activities – 
                          
Depreciation     3,659       3,962       3,338  
Amortization     361       272       305  
Bad debt expense     240       132       175  
Deferred income taxes     1,115       1,268       1,648  
Net losses (gains) on remeasurement of contingent consideration     611       24       (3,522 ) 
Net foreign currency transaction losses     268       279       138  
Stock-based compensation     1,465       1,283       1,201  
Pension contributions     (1,300 )      (1,282 )       
Pension expense     2,212       3,737       3,407  
Other-than-temporary investment impairment           200        
Impairment of property, plant and equipment                 93  
Increase in cash surrender value of life insurance     (552 )      (540 )      (535 ) 
Changes in operating assets and liabilities – 
                          
Accounts receivable     (6,787 )      421       (5,586 ) 
Inventories     (5,807 )      2,048       (2,676 ) 
Prepaid expenses and other assets     (901 )      (295 )      368  
Accounts payable     1,626       2,846       (1,802 ) 
Accrued liabilities and other     604       (2,858 )      1,356  
Accrued income taxes     1,205       80       (320 ) 
Net cash provided by operating activities     17,843       29,826       17,987  
CASH FLOWS FROM INVESTING ACTIVITIES:
                          
Purchase of marketable securities     (8,427 )      (122 )      (10 ) 
Proceeds from maturities of marketable securities     8,177       13,968       7,342  
Life insurance premiums paid     (155 )      (155 )      (155 ) 
Investment in real estate           (3,206 )       
Purchase of property, plant and equipment     (2,890 )      (2,699 )      (9,540 ) 
Net cash (used for) provided by investing activities     (3,295 )      7,786       (2,363 ) 
CASH FLOWS FROM FINANCING ACTIVITIES:
                          
Cash dividends paid     (8,029 )      (3,904 )      (10,875 ) 
Cash dividends paid to noncontrolling interest of subsidiary     (198 )      (205 )      (233 ) 
Shares purchased and retired     (7,984 )      (4,623 )      (6,558 ) 
Proceeds from stock options exercised     4,881       3,932       2,300  
Payment of contingent consideration           (1,270 )       
Payment of indemnification holdback                 (2,000 ) 
Proceeds from bank borrowings     101,200       11,000       33,000  
Repayments of bank borrowings     (107,795 )      (44,000 )      (25,000 ) 
Income tax benefits from stock-based compensation     133       570       655  
Net cash used for financing activities     (17,792 )      (38,500 )      (8,711 ) 
Effect of exchange rate changes on cash and cash equivalents     (226 )      (431 )      46  
Net (decrease) increase in cash and cash equivalents   $ (3,470 )    $ (1,319 )    $ 6,959  
CASH AND CASH EQUIVALENTS at beginning of year     15,969       17,288       10,329  
CASH AND CASH EQUIVALENTS at end of year   $ 12,499     $ 15,969     $ 17,288  
SUPPLEMENTAL CASH FLOW INFORMATION:
                          
Income taxes paid, net of refunds   $ 8,875     $ 7,807     $ 8,946  
Interest paid   $ 127     $ 335     $ 442  

 
 
The accompanying notes to consolidated financial statements are an integral part of these financial statements.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

1. NATURE OF OPERATIONS

Weyco Group, Inc. designs and markets quality and innovative footwear for men, women and children under a portfolio of well-recognized brand names including: “Florsheim,” “Nunn Bush,” “Stacy Adams,” “BOGS,” “Rafters,” and “Umi.” Inventory is purchased from third-party overseas manufacturers. The majority of foreign-sourced purchases are denominated in U.S. dollars. The Company has two reportable segments, North American wholesale operations (“wholesale”) and North American retail operations (“retail”). In the wholesale segment, the Company’s products are sold to leading footwear, department and specialty stores primarily in the United States and Canada. The Company also has licensing agreements with third parties who sell its branded apparel, accessories and specialty footwear in the United States, as well as its footwear in Mexico and certain markets overseas. Licensing revenues are included in the Company’s wholesale segment. The Company’s retail segment consisted of 16 Company-owned retail stores and an internet business in the United States as of December 31, 2014. Sales in retail outlets are made directly to consumers by Company employees. The Company’s “other” operations include the Company’s wholesale and retail operations in Australia, South Africa, Asia Pacific (collectively, “Florsheim Australia”) and Europe (“Florsheim Europe”). The majority of the Company’s operations are in the United States, and its results are primarily affected by the economic conditions and retail environment in the United States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and include all of the Company’s majority-owned subsidiaries.

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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ materially from those estimates.

Cash and Cash Equivalents — The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. At December 31, 2014 and 2013, the Company’s cash and cash equivalents included investments in money market accounts and cash deposits at various banks.

Investments — All of the Company’s municipal bond investments are classified as held-to-maturity securities and reported at amortized cost pursuant to Accounting Standards Codification (“ASC”) 320, Investments — Debt and Equity Securities (“ASC 320”) as the Company has the intent and ability to hold all security investments to maturity. See Note 4.

Accounts Receivable — Trade accounts receivable arise from the sale of products on trade credit terms. On a quarterly basis, the Company reviews all significant accounts with past due balances, as well as the collectability of other outstanding trade accounts receivable for possible write-off. It is the Company’s policy to write-off accounts receivable against the allowance account when receivables are deemed to be uncollectible. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses in the accounts receivable balances. The Company determines the allowance based on known troubled accounts, historical experience and other evidence currently available.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Inventories — Inventories are valued at cost, which is not in excess of market value. The majority of inventories are determined on a last-in, first-out (“LIFO”) basis. Inventory costs include the cost of shoes purchased from third-party manufacturers, as well as related freight and duty costs. The Company generally takes title to product at the time of shipping. See Note 5.

Property, Plant and Equipment and Depreciation — Property, plant and equipment are stated at cost. Plant and equipment are depreciated using primarily the straight-line method over their estimated useful lives as follows: buildings and improvements, 10 to 39 years; machinery and equipment, 3 to 5 years; furniture and fixtures, 5 to 7 years.

Impairment of Long-Lived Assets — Property, plant and equipment are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment (“ASC 360”) if events or changes in circumstances indicate that the carrying amounts may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to its related estimated undiscounted future cash flows. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. To derive the fair value, the Company utilizes the income approach and the fair value determined is categorized as Level 3 in the fair value hierarchy. The fair value of each asset group is determined using the estimated future cash flows discounted at an estimated weighted-average cost of capital. For purposes of the impairment review, the Company groups assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. In the case of its retail stores, the Company groups assets at the individual store level. In connection with the Company’s impairment review, the Company’s retail segment recognized an impairment charge of $93,000 in 2012, which was recorded within selling and administrative expenses in the Consolidated Statements of Earnings. No impairment charge was recorded in 2014 or 2013.

Goodwill and Intangible Assets — Goodwill represents the excess of the purchase price over the estimated fair value of the underlying assets acquired and liabilities assumed in the acquisition of a business. Goodwill is not subject to amortization. Other intangible assets consist of trademarks, customer relationships, and a non-compete agreement. Intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets which are not amortized are reviewed for impairment annually and whenever events or changes in circumstances indicate the carrying amounts may not be recoverable. See Note 7.

Life Insurance — Life insurance policies are recorded at the amount that could be realized under the insurance contracts as of the balance sheet date. These assets are included within other assets in the Consolidated Balance Sheets. See Note 8.

Contingent Consideration — The Company recorded its estimate of the fair value of the contingent consideration within other long-term liabilities in the Consolidated Balance Sheets. On a quarterly basis, the Company revalues the liability and records increases or decreases in its fair value as an adjustment to earnings. Changes to the contingent consideration liability can result from adjustments to the discount rate, accretion of the discount due to the passage of time, or changes in the actual or projected future performance of Bogs. The assumptions used to determine the fair value of contingent consideration include a significant amount of judgment, and any changes in the assumptions could have a material impact on the amount of contingent consideration expense or income recorded in a given period. See Note 10.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Income Taxes — Deferred income taxes are provided on temporary differences arising from differences in the basis of assets and liabilities for income tax and financial reporting purposes. Interest related to unrecognized tax benefits is classified as interest expense in the Consolidated Statements of Earnings. See Note 12.

Noncontrolling Interest — The Company’s noncontrolling interest is accounted for under ASC 810, Consolidation (“ASC 810”) and represents the minority shareholder’s ownership interest related to the Company’s wholesale and retail businesses in Australia, South Africa and Asia Pacific. In accordance with ASC 810, the Company reports its noncontrolling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net earnings attributable to the noncontrolling interest and net earnings attributable to the Company’s common shareholders on the face of the Consolidated Statements of Earnings.

In accordance with the subscription agreement entered into in connection with the acquisition of Florsheim Australia in January 2009, the Company’s equity interest in Florsheim Australia decreases from 60% to 51% of equity issued under the subscription agreement as intercompany loans are paid in accordance with their terms. To date, the Company’s equity interest in Florsheim Australia has decreased from 60% to 55% and the noncontrolling shareholder’s interest has increased from 40% to 45%. This change is reflected in the Consolidated Statements of Equity.

Revenue Recognition — Revenue from the sale of product is recognized when title and risk of loss transfers to the customer and the customer is obligated to pay the Company. Sales to independent dealers are recorded at the time of shipment to those dealers. Sales through Company-owned retail outlets are recorded at the time of delivery to retail customers. All product sales are recorded net of estimated allowances for returns and discounts. The Company’s estimates of allowances for returns and discounts are based on such factors as specific customer situations, historical experience, and current and expected economic conditions. The Company evaluates the reserves and the estimation process and makes adjustments when appropriate. Revenue from third-party licensing agreements is recognized in the period earned. Licensing revenues were $3.2 million for each of 2014 and 2013, and $3.3 million in 2012.

Shipping and Handling Fees — The Company classifies shipping and handling fees billed to customers as revenues. Shipping and handling expenses incurred by the Company are included in selling and administrative expenses in the Consolidated Statements of Earnings. Wholesale segment shipping and handling expenses totaled $2.4 million in 2014, $2.7 million in 2013, and $2.3 million in 2012. Retail segment shipping and handling expenses, which result primarily from the Company’s shipments to its U.S. internet consumers, totaled $1.1 million in 2014, $760,000 in 2013, and $750,000 in 2012.

Cost of Sales — The Company’s cost of sales includes the cost of products and inbound freight and duty costs.

Selling and Administrative Expenses — Selling and administrative expenses primarily include salaries and commissions, advertising costs, employee benefit costs, distribution costs (e.g., receiving, inspection and warehousing costs), rent and depreciation. Distribution costs included in selling and administrative expenses were $11.0 million in 2014, $10.8 million in 2013, and $10.0 million in 2012.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Advertising Costs — Advertising costs are expensed as incurred. Total advertising costs were $10.5 million, $11.4 million, and $10.5 million in 2014, 2013 and 2012, respectively. All advertising expenses are included in selling and administrative expenses with the exception of co-op advertising expenses which are recorded as a reduction of net sales. Co-op advertising expenses, which are included in the above totals, reduced net sales by $3.5 million, $4.3 million, and $4.0 million in 2014, 2013 and 2012, respectively.

Foreign Currency Translations — The Company accounts for currency translations in accordance with ASC 830, Foreign Currency Matters (“ASC 830”) under which non-U.S. subsidiaries’ balance sheet accounts are translated into U.S. dollars at the rates of exchange in effect at fiscal year-end and income and expense accounts are translated at the weighted average rates of exchange in effect during the year. Translation adjustments resulting from this process are recognized as a separate component of accumulated other comprehensive loss, which is a component of equity.

Foreign Currency Transactions — Gains and losses from foreign currency transactions are included in other expense, net, in the Consolidated Statements of Earnings. Net foreign currency transaction losses totaled approximately $268,000 in 2014, $279,000 in 2013, and $138,000 in 2012.

Financial Instruments — At December 31, 2014, the Company had forward exchange contracts outstanding to sell $9.5 million Canadian dollars at a price of approximately $8.6 million dollars. Additionally, the Company’s majority-owned subsidiary, Florsheim Australia, had forward exchange contracts outstanding to buy $3.3 million U.S. dollars at a price of approximately $3.6 million Australian dollars. These contracts all expire in 2015. Based on year-end exchange rates, the Company recorded gains of approximately $180,000 related to the Canadian contracts and gains of approximately $360,000 related to the Australian contracts.

Earnings Per Share — Basic earnings per share excludes any dilutive effects of restricted stock and options to purchase common stock. Diluted earnings per share includes any dilutive effects of restricted stock and options to purchase common stock. See Note 15.

Comprehensive Income — Comprehensive income includes net earnings and changes in accumulated other comprehensive loss. Comprehensive income is reported in the Consolidated Statements of Comprehensive Income. The components of accumulated other comprehensive loss as recorded on the accompanying Consolidated Balance Sheets were as follows:

   
  2014   2013
     (Dollars in thousands)
Foreign currency translation adjustments   $ (2,894 )    $ (934 ) 
Pension liability, net of tax     (15,136 )      (8,488 ) 
Total accumulated other comprehensive loss   $ (18,030 )    $ (9,422 ) 

The noncontrolling interest as recorded in the Consolidated Balance Sheets at December 31, 2014 and 2013, included foreign currency translation adjustments of approximately ($447,000) and ($33,000), respectively.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

The following presents a tabular disclosure about changes in accumulated other comprehensive loss during the year ended December 31, 2014 (dollars in thousands):

     
  Foreign
Currency
Translation
Adjustments
  Defined
Benefit
Pension Items
  Total
Beginning balance, December 31, 2013   $ (934 )    $ (8,488 )    $ (9,422 ) 
Other comprehensive loss before reclassifications     (1,960 )      (7,079 )      (9,039 ) 
Amounts reclassified from accumulated other comprehensive loss           431       431  
Net current period other comprehensive loss     (1,960 )      (6,648 )      (8,608 ) 
Ending balance, December 31, 2014   $ (2,894 )    $ (15,136 )    $ (18,030 ) 

  

The following presents a tabular disclosure about reclassification adjustments out of accumulated other comprehensive loss during the years ended December 31, 2014 and 2013 (dollars in thousands):

     
  Amounts reclassified from
accumulated other
comprehensive loss
for the year ended
December 31,
  Affected line item in the statement
where net
income is presented
     2014   2013
Amortization of defined benefit pension items
                          
Prior service cost   $ (112 )    $ (111 )      (1)  
Actuarial losses     818       1,813       (1)  
Total before tax     706       1,702           
Tax benefit     (275 )      (664 )       
Net of tax   $ 431     $ 1,038        

(1) These amounts were included in the computation of net periodic pension cost. See Note 11 for additional details.

Stock-Based Compensation — At December 31, 2014, the Company had three stock-based employee compensation plans, which are described more fully in Note 17. The Company accounts for these plans under the recognition and measurement principles of ASC 718, Compensation —  Stock Compensation (“ASC 718”). The Company’s policy is to estimate the fair market value of each option award granted on the date of grant using the Black-Scholes option pricing model. The Company estimates the fair value of each restricted stock award based on the fair market value of the Company’s stock price on the grant date. The resulting compensation cost for both the options and restricted stock is amortized on a straight-line basis over the vesting period of the respective awards.

Concentration of Credit Risk — The Company had no individual customer accounts receivable balances outstanding at December 31, 2014 and 2013 that represented more than 10% of the Company’s gross accounts receivable balance. Additionally, there were no single customers with sales above 10% of the Company’s total sales in 2014, 2013 and 2012.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Recent Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, as codified in Accounting Standards Codification 606. The amendments in this update affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The amendments in this update require an entity to recognize revenue related to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes the following three-level hierarchy for fair value measurements based upon the sources of data and assumptions used to develop the fair value measurements:

Level 1 — unadjusted quoted market prices in active markets for identical assets or liabilities that are publicly accessible.

Level 2 — quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

Level 3 — unobservable inputs that reflect the Company’s assumptions, consistent with reasonably available assumptions made by other market participants.

The carrying amounts of all short-term financial instruments, except marketable securities and forward exchange contracts, approximate fair value due to the short-term nature of those instruments. Marketable securities are carried at amortized cost. The fair value disclosures of marketable securities are Level 2 valuations as defined by ASC 820, consisting of quoted prices for identical or similar assets in markets that are not active. See Note 4. Forward exchange contracts are carried at fair value. The fair value measurements of forward exchange contracts are based on observable market transactions of spot and forward rates, and thus represent level 2 valuations as defined by ASC 820. The Company’s contingent consideration is measured at fair value. See Note 10.

4. INVESTMENTS

Below is a summary of the amortized cost and estimated market values of the Company’s investment securities as of December 31, 2014 and 2013. The estimated market values provided are Level 2 valuations as defined by ASC 820.

       
  2014   2013
     Amortized Cost   Market Value   Amortized Cost   Market
Value
     (Dollars in thousands)
Municipal bonds:
                                   
Current   $ 5,914     $ 6,006     $ 5,196     $ 5,264  
Due from one through five years     14,398       15,204       17,636       18,527  

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

4. INVESTMENTS  – (continued)

       
  2014   2013
     Amortized Cost   Market Value   Amortized Cost   Market
Value
     (Dollars in thousands)
Due from six through ten years     9,337       9,711       7,388       7,777  
Due from eleven through twenty years     805       762              
Total   $ 30,454     $ 31,683     $ 30,220     $ 31,568  

The unrealized gains and losses on investment securities at December 31, 2014 and 2013 were as follows:

       
  2014   2013
     Unrealized Gains   Unrealized Losses   Unrealized Gains   Unrealized Losses
     (Dollars in thousands)
Municipal bonds   $ 1,279     $ (50 )    $ 1,348     $  

At each reporting date, the Company reviews its investments to determine whether a decline in fair value below the amortized cost basis is other-than-temporary. To determine whether a decline in value is other-than-temporary, the Company considers all available evidence, including the issuer’s financial condition, the severity and duration of the decline in fair value, and the Company’s intent and ability to hold the investment for a reasonable period of time sufficient for any forecasted recovery. If a decline in value is deemed other-than-temporary, the Company records a reduction in the carrying value to the estimated fair value. The Company determined that no other-than-temporary impairment exists for the year ended December 31, 2014.

In 2013, the Company concluded that the unrealized loss on one of its municipal bonds was other-than-temporary. Accordingly, the Company wrote the bond down to fair value and recorded an impairment loss of $200,000. This loss was recorded within other expense, net, in the 2013 Consolidated Statements of Earnings.

5. INVENTORIES

At December 31, 2014 and 2013, inventories consisted of:

   
  2014   2013
     (Dollars in thousands)
Finished shoes   $ 87,203     $ 80,876  
LIFO reserve     (18,188 )      (17,680 ) 
Total inventories   $ 69,015     $ 63,196  

Finished shoes included inventory in-transit of $25.9 million and $22.5 million as of December 31, 2014 and 2013, respectively. At December 31, 2014, approximately 91% of the Company’s inventories were valued by the LIFO method of accounting while approximately 9% were valued by the first-in, first-out (“FIFO”) method of accounting. At December 31, 2013, approximately 89% of the Company’s inventories were valued by the LIFO method of accounting while approximately 11% were valued by the FIFO method of accounting.

During 2014, there were liquidations of LIFO inventory quantities carried at lower costs prevailing in prior years as compared to the cost of fiscal 2014 purchases. The effect of the liquidation decreased cost of goods sold by $151,000 in 2014. During 2013, there were liquidations of LIFO inventory quantities carried at lower costs prevailing in prior years as compared to the cost of fiscal

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

5. INVENTORIES  – (continued)

2013 purchases. The effect of the liquidation decreased cost of goods sold by $64,000 in 2013. During 2012, there were liquidations of LIFO inventory quantities carried at lower costs prevailing in prior years as compared to the cost of fiscal 2012 purchases. The effect of the liquidation decreased cost of goods sold by $104,000 in 2012.

6. PROPERTY, PLANT AND EQUIPMENT, NET

At December 31, 2014 and 2013, property, plant and equipment consisted of:

   
  2014   2013
     (Dollars in thousands)
Land and land improvements   $ 3,706     $ 3,607  
Buildings and improvements     26,900       26,900  
Machinery and equipment     25,816       24,502  
Retail fixtures and leasehold improvements     12,259       11,825  
Construction in progress     18       252  
Property, plant and equipment     68,699       67,086  
Less: Accumulated depreciation     (35,005 )      (31,974 ) 
Property, plant and equipment, net   $ 33,694     $ 35,112  

7. INTANGIBLE ASSETS

The Company’s indefinite-lived and amortizable intangible assets as recorded in the Consolidated Balance Sheets consisted of the following as of December 31, 2014:

       
  Weighted Average Life (Years)   December 31, 2014
     Gross Carrying Amount   Accumulated Amortization   Net
          (Dollars in thousands)
Indefinite-lived intangible assets:
                                   
Goodwill            $ 11,112     $     $ 11,112  
Trademarks           34,748             34,748  
Total indefinite-lived intangible assets         $ 45,860     $     $ 45,860  
Amortizable intangible assets:
                                   
Non-compete agreement     5     $ 200     $ (153 )    $ 47  
Customer relationships     15       3,500       (894 )      2,606  
Total amortizable intangible assets         $ 3,700     $ (1,047 )    $ 2,653  

The Company’s indefinite-lived and amortizable intangible assets as recorded in the Consolidated Balance Sheets consisted of the following as of December 31, 2013:

       
  Weighted Average Life (Years)   December 31, 2013
     Gross Carrying Amount   Accumulated Amortization   Net
          (Dollars in thousands)
Indefinite-lived intangible assets:
                                   
Goodwill            $ 11,112     $     $ 11,112  
Trademarks           34,748             34,748  

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

7. INTANGIBLE ASSETS  – (continued)

       
  Weighted Average Life (Years)   December 31, 2013
     Gross Carrying Amount   Accumulated Amortization   Net
          (Dollars in thousands)
Total indefinite-lived intangible assets         $ 45,860     $     $ 45,860  
Amortizable intangible assets:
                                   
Non-compete agreement     5     $ 200     $ (113 )    $ 87  
Customer relationships     15       3,500       (661 )      2,839  
Total amortizable intangible assets         $ 3,700     $ (774 )    $ 2,926  

The amortizable intangible assets are included within other assets in the Consolidated Balance Sheets. See Note 8.

The Company performs an impairment test for goodwill and trademarks on an annual basis and more frequently if an event or changes in circumstances indicate that their carrying values may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of the asset.

The Company’s $11.1 million of goodwill resulted from the 2011 acquisition of Bogs. The Company uses a two-step process to test this goodwill for impairment. The first step is to compare the applicable reporting unit’s fair value to its carrying value. The Company has determined the applicable reporting unit is its wholesale segment. If the fair value of the wholesale segment is greater than its carrying value, there is no impairment. If the carrying value is greater than the fair value, then the second step must be completed to measure the amount of the impairment, if any. The second step calculates the implied fair value of the goodwill, which is compared to its carrying value. If the implied fair value is less than the carrying value, an impairment loss is recognized equal to the difference. To date, the Company has never recorded an impairment charge on this goodwill.

The Company tests its trademarks for impairment annually by comparing the fair value of each trademark to its related carrying value. Fair value is estimated using a discounted cash flow methodology. To date, the Company has never recorded an impairment charge on these trademarks.

The Company recorded amortization expense for intangible assets of $273,000 in each of 2014, 2013 and 2012. Excluding the impact of any future acquisitions, the Company anticipates future amortization expense to be as follows:

 
(Dollars in thousands)   Intangible Assets
2015   $ 273  
2016     240  
2017     233  
2018     233  
2019     233  
Thereafter     1,441  
Total   $ 2,653  

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

8. OTHER ASSETS

Other assets included the following amounts at December 31, 2014 and 2013:

   
  2014   2013
     (Dollars in thousands)
Cash surrender value of life insurance     14,148       13,440  
Intangible assets (See Note 7)     2,653       2,926  
Investment in real estate     2,793       3,112  
Other     1,710       1,977  
Total other assets   $ 21,304     $ 21,455  

The Company has five life insurance policies on current and former executives. Upon death of the insured executives, the approximate death benefit the Company would receive is $15.7 million in aggregate as of December 31, 2014.

On May 1, 2013, the Company purchased a 50% interest in a building in Montreal, Canada for approximately $3.2 million. The building, which was classified as an investment in real estate in the above table, serves as the Company’s Canadian office and distribution center. The purchase was accounted for as an equity-method investment under ASC 323, Investments — Equity Method and Joint Ventures (“ASC 323”).

9. SHORT-TERM BORROWINGS

At December 31, 2014, the Company had a $60 million unsecured revolving line of credit with a bank expiring November 5, 2015. The line of credit bears interest at LIBOR plus 0.75%. At December 31, 2014, outstanding borrowings were approximately $5.4 million at an interest rate of 0.92%. The highest balance during the year was $24.3 million. At December 31, 2013, outstanding borrowings were $12.0 million at an interest rate of 0.90%.

10. CONTINGENT CONSIDERATION

Contingent consideration is comprised of two contingent payments that the Company is obligated to pay the former shareholders of The Combs Company (“Bogs”) related to the Company’s acquisition of Bogs in 2011. The estimate of contingent consideration is formula-driven and is based on Bogs achieving certain levels of gross margin dollars between January 1, 2011, and December 31, 2015. The first contingent payment was due in 2013 and was paid on March 28, 2013, in the amount of $1,270,000. The second payment is due in March 2016. In accordance with ASC 805, Business Combinations (“ASC 805”), the Company remeasures its estimate of the fair value of the contingent consideration at each reporting date. The change in fair value is recognized in earnings.

The Company’s estimate of the fair value of the second contingent payment was approximately $5.7 million and $5.1 million as of December 31, 2014 and December 31, 2013, respectively. The balance was recorded within other long-term liabilities in the Consolidated Balance Sheets. The total contingent consideration is reflected in the Company’s wholesale segment.

The following table summarizes the activity during 2014 and 2013 related to the contingent payments as recorded in the Consolidated Statements of Earnings (dollars in thousands):

   
  2014   2013
Beginning balance   $ 5,064     $ 6,261  
Payment of contingent consideration           (1,270 ) 
Net losses on remeasurement of contingent consideration     560       24  
Interest expense     51       49  
Ending balance   $ 5,675     $ 5,064  

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

10. CONTINGENT CONSIDERATION  – (continued)

The net losses on remeasurement of contingent consideration were recorded within selling and administrative expenses in the Consolidated Statements of Earnings. The increase in the estimated liability in 2014 was primarily a result of Bogs performance in the current year. Bogs generated higher gross margin dollars in 2014 than the Company had originally projected.

The fair value measurement of the contingent consideration is based on significant inputs not observed in the market and thus represents a level 3 valuation as defined by ASC 820. The fair value measurement was determined using a probability-weighted model which includes various estimates related to Bogs future sales levels and gross margins. As of December 31, 2014, management estimates that the range of potential amounts for the second payment is between $5.3 million and $6.3 million. Management believes it is at least reasonably possible that this estimate could change in the near term.

11. EMPLOYEE RETIREMENT PLANS

The Company has a defined benefit pension plan covering substantially all employees, as well as an unfunded supplemental pension plan for key executives. Retirement benefits are provided based on employees’ years of credited service and average earnings or stated amounts for years of service. Normal retirement age is 65 with provisions for earlier retirement. The plan also has provisions for disability and death benefits. The plan closed to new participants as of August 1, 2011. The Company’s funding policy for the defined benefit pension plan is to make contributions to the plan such that all employees’ benefits will be fully provided by the time they retire. Plan assets are stated at market value and consist primarily of equity securities and fixed income securities, mainly U.S. government and corporate obligations.

The Company follows ASC 715, Compensation — Retirement Benefits (“ASC 715”) which requires employers to recognize the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability in their statements of financial position and to recognize changes in the funded status in the year in which the changes occur as a component of comprehensive income. In addition, ASC 715 requires employers to measure the funded status of their plans as of the date of their year-end statements of financial position. ASC 715 also requires additional disclosures regarding amounts included in accumulated other comprehensive loss.

The Company’s pension plan’s weighted average asset allocation at December 31, 2014 and 2013, by asset category, was as follows:

   
  Plan Assets at
December 31,
     2014   2013
Asset Category:
                 
Equity Securities     50 %      56 % 
Fixed Income Securities     43 %      35 % 
Other     7 %      9 % 
Total     100 %      100 % 

The Company has a Retirement Plan Committee, consisting of the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, to manage the operations and administration of all benefit plans and related trusts. The committee has an investment policy for the pension plan assets that establishes target asset allocation ranges for the above listed asset classes as follows: equity securities: 20% – 80%; fixed income securities: 20% – 80%; and other, principally cash: 0% – 20%. On a semi-annual basis, the committee reviews progress towards achieving the pension plan’s performance objectives.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

11. EMPLOYEE RETIREMENT PLANS  – (continued)

To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This resulted in the selection of the 7.50% long-term rate of return on assets assumption for 2014.

Assumptions used in determining the funded status at December 31, 2014 and 2013 were:

   
  2014   2013
Discount rate     4.17 %      5.03 % 
Rate of compensation increase     4.00 %      4.50 % 

The following is a reconciliation of the change in benefit obligation and plan assets of both the defined benefit pension plan and the unfunded supplemental pension plan for the years ended December 31, 2014 and 2013:

       
  Defined Benefit
Pension Plan
  Supplemental
Pension Plan
     2014   2013   2014   2013
     (Dollars in thousands)
Change in projected benefit obligation
                                   
Projected benefit obligation, beginning of year   $ 41,470     $ 43,452     $ 12,337     $ 12,270  
Service cost     1,042       1,406       221       320  
Interest cost     1,999       1,832       586       570  
Actuarial loss (gain)     8,221       (3,466 )      2,047       (468 ) 
Benefits paid     (1,800 )      (1,754 )      (350 )      (355 ) 
Projected benefit obligation, end of year   $ 50,932     $ 41,470     $ 14,841     $ 12,337  
Change in plan assets
                                   
Fair value of plan assets, beginning of year     31,522       27,819              
Actual return on plan assets     1,145       4,316              
Administrative expenses     (140 )      (141 )             
Contributions     1,300       1,282       350       355  
Benefits paid     (1,800 )      (1,754 )      (350 )      (355 ) 
Fair value of plan assets, end of year   $ 32,027     $ 31,522     $     $  
Funded status of plan   $ (18,905 )    $ (9,948 )    $ (14,841 )    $ (12,337 ) 
Amounts recognized in the consolidated balance sheets consist of:
                                   
Accrued liabilities – other   $     $     $ (367 )    $ (384 ) 
Long-term pension liability     (18,905 )      (9,948 )      (14,474 )      (11,953 ) 
Net amount recognized   $ (18,905 )    $ (9,948 )    $ (14,841 )    $ (12,337 ) 
Amounts recognized in accumulated other comprehensive loss consist of:
                                   
Accumulated loss, net of income tax benefit of $7,559, $4,054, $2,431 and $1,729, respectively   $ 11,824     $ 6,341     $ 3,803     $ 2,705  
Prior service cost (credit), net of income tax benefit (liability) of $0, $1, ($314) and ($358), respectively           1       (491 )      (559 ) 
Net amount recognized   $ 11,824     $ 6,342     $ 3,312     $ 2,146  

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TABLE OF CONTENTS

WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

11. EMPLOYEE RETIREMENT PLANS  – (continued)

The actuarial loss recognized in 2014 primarily resulted from a decrease in the discount rate used to determine the funded status and the use of an updated mortality table. The accumulated benefit obligation for the defined benefit pension plan and the supplemental pension plan was $45.3 million and $14.3 million, respectively, at December 31, 2014 and $36.3 million and $11.3 million, respectively, at December 31, 2013.

Assumptions used in determining net periodic pension cost for the years ended December 31, 2014, 2013 and 2012 were:

     
  2014   2013   2012
Discount rate     5.03 %      4.23 %      4.60 % 
Rate of compensation increase     4.00 %      4.50 %      4.50 % 
Long-term rate of return on plan assets     7.50 %      7.75 %      7.75 % 

The components of net periodic pension cost for the years ended December 31, 2014, 2013 and 2012, were:

     
  2014   2013   2012
     (Dollars in thousands)
Benefits earned during the period   $ 1,263     $ 1,726     $ 1,472  
Interest cost on projected benefit obligation     2,586       2,403       2,317  
Expected return on plan assets     (2,343 )      (2,094 )      (1,994 ) 
Net amortization and deferral     706       1,702       1,612  
Net pension expense   $ 2,212     $ 3,737     $ 3,407  

The Company expects to recognize expense of approximately $1.9 million due to the amortization of unrecognized loss and income of approximately $100,000 due to the amortization of prior service cost as components of net periodic benefit cost in 2015, which are included in accumulated other comprehensive loss at December 31, 2014.

It is the Company’s intention to satisfy the minimum funding requirements and maintain at least an 80% funding percentage in its defined benefit retirement plan in future years. At this time, the level of cash contribution that will be required in 2015 to maintain the minimum funding balance is unknown.

Projected benefit payments for the plans as of December 31, 2014 were estimated as follows:

   
  Defined Benefit Pension Plan   Supplemental Pension Plan
     (Dollars in thousands)
2015   $ 2,033     $ 367  
2016   $ 2,154     $ 383  
2017   $ 2,234     $ 552  
2018   $ 2,360     $ 568  
2019   $ 2,510     $ 578  
2020 – 2024   $ 13,579     $ 4,244  

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TABLE OF CONTENTS

WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013 and 2012

11. EMPLOYEE RETIREMENT PLANS  – (continued)

The following table summarizes the fair value of the Company’s pension plan assets as of December 31, 2014 by asset category within the fair value hierarchy (for further level information, see Note 3):

       
  December 31, 2014
     Quoted Prices in Active Markets   Significant Observable Inputs   Significant Unobservable Inputs  
     Level 1   Level 2   Level 3   Total
     (Dollars in thousands)
Common stocks   $ 11,888     $ 1,139     $     $ 13,027  
Preferred stocks     414       20             434  
Exchange traded funds     3,030                   3,030  
Corporate obligations           4,762             4,762  
State and municipal obligations           1,592             1,592  
Pooled fixed income funds     5,893                   5,893  
U.S. government securities           1,131             1,131  
Cash and cash equivalents     2,069                   2,069  
Subtotal   $ 23,294