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, 2015, 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, 2015, was $196,652,000. This was based on the closing price of $29.82 per share as reported by NASDAQ on June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter.

As of March 1, 2016, there were 10,694,312 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for its Annual Meeting of Shareholders scheduled for May 10, 2016, are incorporated by reference in Part III of this report.

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WEYCO GROUP, INC.
 
Table of Contents to Annual Report on Form 10-K
Year Ended December 31, 2015

		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			23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			58
ITEM 9A. CONTROLS AND PROCEDURES			58
ITEM 9B. OTHER INFORMATION			58
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			59
ITEM 11. EXECUTIVE COMPENSATION			59
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			59
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			59
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			59
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			60

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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 can be identified by words such as “anticipate,” “intend,” “estimate,” “believe,” “expect,” “plan,” “forecast,” and other expressions of similar meaning. 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

Weyco Group, Inc. 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 design and 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. 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 2015, 2014 and 2013, sales of the North American wholesale segment, which include both wholesale sales and worldwide licensing revenues, constituted approximately 78%, 76% and 75% 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 2015, 2014, and 2013 there were no single customers with sales above 10% of the Company’s total sales. The Company employs traveling salespeople and independent sales representatives 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 the Company’s BOGS brand, which mainly sells winter and outdoor boots, 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. 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 2015, 2014 and 2013, sales of the North American retail segment constituted approximately 7%, 7% and 8% of total sales, respectively. As of December 31, 2015, the retail segment consisted of 13 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 15%, 17% and 17% of total sales in 2015, 2014, and 2013, 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, 2015, the Company had a backlog of $41 million in orders compared with $57 million as of December 31, 2014. 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, 2015, the Company employed 662 persons worldwide, of whom 28 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.

Decreases in disposable income and general market volatility 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.

Volatility and uncertainty 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. 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 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 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 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

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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, particularly its retail segment and 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 completed a number of acquisitions in the past and intends to continue to look for new acquisition opportunities. Those search efforts could be unsuccessful and costs could be incurred in any 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 34% 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 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 $25 million as of December 31,

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2015, or approximately 8% of total assets. If the value of municipal bonds 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, 2015, or approximately 15% 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 2015, 2014, or 2013. 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 plan may adversely impact our results of operations and cash flow.

Significant changes in actual investment return on defined benefit plan assets, discount rates, mortality assumptions and other factors could adversely affect the Company’s results of operations and the amounts of contributions the Company must make to its defined benefit plan in future periods. As the Company marks-to-market its 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 the Company 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 the Company’s 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.”

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.

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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.

Regulations related to conflict minerals may force us to incur additional expenses.

The SEC has adopted disclosure requirements related to certain minerals sourced from the Democratic Republic of Congo and surrounding countries, or “conflict minerals,” that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by a SEC reporting company. The minerals that the rules cover are commonly referred to as “3TG” and include tin, tantalum, tungsten and gold. Implementation of the disclosure requirements could affect the sourcing and availability of some of the materials that the Company uses in the manufacture of its products. There is also uncertainty relating to the requirements of the regulations as a result of ongoing litigation challenging the constitutionality of portions of the regulations. The Company’s supply chain is complex, and if it is not able to determine the origins for all conflict minerals used in its products or that its products are “conflict free,” then it may face reputational challenges with customers or investors. The Company could also incur significant costs related to the compliance process, including potential difficulty or added costs in satisfying disclosure and audit requirements.

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, 2015:

Location		Character				Owned/ Leased				Square/Footage				% Utilized
Glendale, Wisconsin(2)			Two story office and distribution center				Owned				1,025,000				95	%
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				85	%
Hong Kong, China(3)			Office and distribution center				Leased	(1)			14,000				100	%
Dongguan City, China(3)			Office				Leased	(1)			4,400				100	%

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)		57		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)		52		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		56		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

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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

		2015												2014
		Stock Prices								Cash Dividends Declared				Stock Prices								Cash Dividends Declared
Quarter:		High				Low								High				Low
First		$	30.57			$	26.26			$	0.19			$	29.76			$	24.44			$	0.18
Second		$	31.01			$	27.20			$	0.20			$	28.24			$	24.73			$	0.19
Third		$	30.44			$	25.28			$	0.20			$	28.07			$	25.00			$	0.19
Fourth		$	29.18			$	26.16			$	0.20			$	31.31			$	24.78			$	0.19
										$	0.79											$	0.75

There were 145 holders of record of the Company's common stock as of March 1, 2016.

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

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, 2015 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, 2010, in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.

		2010				2011				2012				2013				2014				2015
Weyco Group, Inc.			100				102				100				125				126				120
NASDAQ-100 Global Index			100				104				123				168				201				220
Russell 3000-RGS Textiles Apparel & Shoe Index			100				112				125				184				205				200

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In 1998 the Company’s stock repurchase program was established. On several occasions since the program’s inception, the Board of Directors has extended the number of shares authorized for repurchase under the program. In total, 6.5 million shares have been authorized for repurchase. 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, 2015.

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
10/01/2015 – 10/31/2015			28,230			$	27.73				28,230				1,130,733
11/01/2015 – 11/30/2015			122,858			$	28.11				122,858				1,007,875
12/01/2015 – 12/31/2015			31,717			$	27.16				31,717				976,158
Total			182,805			$	27.89				182,805

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, 2011, through December 31, 2015.

		Years Ended December 31,
		(in thousands, except per share amounts)
		2015				2014				2013				2012				2011
Net Sales		$	320,617			$	320,488			$	300,284			$	293,471			$	271,100
Net earnings attributable to Weyco Group, Inc.		$	18,212			$	19,020			$	17,601			$	18,957			$	15,251
Diluted earnings per share		$	1.68			$	1.75			$	1.62			$	1.73			$	1.37
Weighted average diluted shares outstanding			10,859				10,888				10,865				10,950				11,159
Cash dividends per share		$	0.79			$	0.75			$	0.54			$	0.84			$	0.64
Total assets at year end		$	298,997			$	277,446			$	267,533			$	285,321			$	273,508
Bank borrowings at year end		$	26,649			$	5,405			$	12,000			$	45,000			$	37,000

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 13 Company-owned retail stores and an internet business in the United States as of December 31, 2015. 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, 2015. 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 were flat at $320.6 million in 2015 and $320.5 million in 2014. Earnings from operations were $29.8 million this year, down 3% as compared to $30.7 million in 2014. Consolidated net earnings attributable to Weyco Group, Inc. decreased 4% to $18.2 million in 2015, from $19.0 million last year. Diluted earnings per share were $1.68 in 2015, as compared to $1.75 per share in 2014. Earnings for 2015 included $458,000 ($279,000 after tax, or $0.03 per diluted share) of income representing the final adjustment to the earn-out payment relating to the 2011 acquisition of The Combs Company (“Bogs”). See Note 10 of the Notes to Consolidated Financial Statements.

Net sales in the Company’s wholesale segment increased $7.9 million for the year, primarily due to higher sales of the Stacy Adams and BOGS brands. This increase was largely offset by lower net sales at Florsheim Australia and Florsheim Europe. Weakening foreign currencies relative to the U.S. dollar was the primary factor in causing net sales at Florsheim Australia and Florsheim Europe to decline $6.6 million for the year, as compared to last year. Net sales in the Company’s retail segment were also down $1.2 million for the year.

Consolidated earnings from operations were down $900,000 for the year. Earnings from operations in the Company’s wholesale segment were up $1.7 million for the year, due to higher sales and gross margins in the U.S. This increase was more than offset by lower operating earnings at Florsheim Australia. The decrease at Florsheim Australia was mainly due to lower operating earnings at recently opened retail stores in Asia and Australia as well as lower operating earnings at the Company’s retail store in Macau, as a result of higher operating expenses. Earnings from operations in the Company’s retail segment were also down for the year, primarily due to lower net sales at the Company’s brick and mortar locations.

Financial Position Highlights

At December 31, 2015, cash and marketable securities totaled $43.1 million and outstanding debt totaled $26.6 million. At December 31, 2014, cash and marketable securities totaled $43.0 million and outstanding debt totaled $5.4 million. During 2015, the Company drew down $21.2 million on its revolving line of credit, collected $6.1 million from stock option exercises, and received a net of $5.2 million from maturities of marketable securities. The Company spent $9.9 million on purchases of Company stock, paid dividends of $8.5 million, and had $2.5 million of capital expenditures. In addition, the Company’s operations resulted in a net $5.7 million use of cash, mainly to fund inventory purchases.

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2015 vs. 2014

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, 2015 and 2014, were as follows:

		Years ended December 31,
		2015				2014				% Change
		(Dollars in thousands)
Net Sales
North American Wholesale		$	251,370			$	243,429				3	%
North American Retail			22,121				23,324				-5	%
Other			47,126				53,735				-12	%
Total		$	320,617			$	320,488				0	%
Earnings from Operations
North American Wholesale		$	24,272			$	22,527				8	%
North American Retail			2,519				3,300				-24	%
Other			2,994				4,830				-38	%
Total		$	29,785			$	30,657				-3	%

North American Wholesale Segment

Net Sales

Net sales in the Company’s North American wholesale segment for the years ended December 31, 2015 and 2014, were as follows:

		Years ended December 31,
		2015				2014				% Change
		(Dollars in thousands)
North American Net Sales
Stacy Adams		$	67,655			$	61,157				11	%
Nunn Bush			66,681				66,498				0	%
Florsheim			50,961				51,440				-1	%
BOGS/Rafters			59,616				57,830				3	%
Umi			2,825				3,322				-15	%
Total North American Wholesale		$	247,738			$	240,247				3	%
Licensing			3,632				3,182				14	%
Total North American Wholesale Segment		$	251,370			$	243,429				3	%

The increase in Stacy Adams 2015 net sales was driven by strong new product sales. Net sales of the BOGS/Rafters brands were up due to strong sales of BOGS women’s and children’s footwear in the U.S.

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

Overall product margins for the wholesale segment increased to 31.5% this year, from 31.4% last year. Gross margins in the U.S. increased to 32.4% this year, from 31.4% last year, however, this increase was offset by lower gross margins in Canada. Gross margins in Canada continue to be negatively affected by the weaker Canadian dollar because inventory is purchased in U.S. dollars.

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Earnings from operations in the North American wholesale segment were $24.3 million in 2015, up 8% as compared to $22.5 million in 2014. This increase was due to higher 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 $11.3 million and $11.0 million in the years ended December 31, 2015 and 2014, respectively. The Company’s shipping and handling expenses were $3.1 million and $3.5 million in the years ended December 31, 2015 and 2014, 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. Wholesale selling and administrative expenses were up $1.3 million for the year, which included an additional $2 million in marketing and advertising expenses. As a percent of net sales, wholesale selling and administrative expenses were 23% in each of 2015 and 2014.

North American Retail Segment

Net Sales

Net sales in the Company’s North American retail segment were $22.1 million in 2015, down 5% as compared to $23.3 million in 2014. The decrease was due to three fewer domestic retail stores operating this year as compared to last year. Same store sales, which include U.S. internet sales, were up 1% for the year. Stores are included in same store sales beginning in the store’s 13^th month of operations after its grand opening. The increase in same store sales was due to an increase in the Company’s U.S. internet business.

Earnings from Operations

Earnings from operations in the North American retail segment were $2.5 million in 2015, down 24% as compared to $3.3 million in 2014. Retail gross earnings as a percent of net sales were 65.7% in 2015 and 65.9% in 2014. 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 54% in 2015 compared to 52% in 2014. The decrease in retail earnings from operations was primarily due to lower net sales at the Company’s brick and mortar locations.

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 2015 or 2014.

Other

The Company’s other businesses include its wholesale and retail operations in Australia, South Africa, Asia Pacific and Europe. In 2015, net sales of the Company’s other businesses were $47.1 million, down 12% as compared with $53.7 million in 2014. This decrease was primarily due to lower net sales at Florsheim Australia, caused by the translation of the weaker Australian currency into U.S. dollars. In local currency, Florsheim Australia’s net sales were up 7% for the year. Earnings from operations at Florsheim Australia and Florsheim Europe were $3.0 million in 2015, down 38% as compared to $4.8 million last year. This decrease was primarily due to lower operating earnings at recently opened stores in Asia and Australia as well as lower operating earnings at the Company’s retail store in Macau, as a result of higher operating expenses.

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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	%

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.

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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. 2014 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% in 2014, 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, 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.

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 2014. Same store sales include retail store sales and U.S. internet sales. Stores are included in same store sales beginning in the store’s 13^th 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.

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

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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 in 2013. This increase was primarily due to higher operating earnings at Florsheim 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 $936,000 in 2015, $1.2 million in 2014, and $1.5 million in 2013. The decrease over the three year period was primarily due to lower average investment balances.

Interest expense was $181,000 in 2015, $178,000 in 2014 and $384,000 in 2013. The decrease in 2014 was due to a lower average debt balance in 2014, as compared to 2013.

Other expense, net, was $1.4 million in 2015, $595,000 in 2014 and $653,000 in 2013. Other expense, net, included foreign exchange transaction losses totaling $961,000, $268,000, and $279,000 in 2015, 2014, and 2013, respectively, and other non-operating expenses. The increase in foreign exchange transaction losses this year was primarily due to the significant decline in the Australian dollar compared to the U.S. dollar. Additionally, other expense in 2015 included $473,000 of expense related to the operating losses and write-off of an investment by Florsheim Australia in a foreign joint venture.

The effective tax rate for 2015 was 37.7% compared with 36.2% in 2014 and 35.2% in 2013. The increase in 2015 was primarily due to a higher state tax liability this year as well as higher effective tax rates at the Company’s foreign locations. The increase in 2014 was largely due to lower percentages of tax free municipal bond income relative to pretax earnings in the United States.

LIQUIDITY & CAPITAL RESOURCES

The Company’s primary sources of liquidity are its cash and short-term marketable securities, which aggregated $22.4 million at December 31, 2015, and $18.4 million at December 31, 2014, and its revolving line of credit. In 2015, the Company used $5.7 million of cash in operating activities, compared with generating $17.8 million of cash in 2014 and generating $29.8 million of cash in 2013. Fluctuations in net cash from operating activities over the three year period 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 decrease in 2015 was primarily a result of buying more inventory to meet increased backlogs and increase its stock of core products in order to meet at once demand, which is particularly important for BOGS, as weather can have a significant impact on demand for its products.

The Company’s capital expenditures were $2.5 million, $2.9 million and $2.7 million in 2015, 2014 and 2013, respectively. In addition, in 2013 the Company purchased a 50% interest in a building in Montreal, Canada for $3.2 million. The Company expects capital expenditures to be between $4 million and $5 million in 2016. The increase in 2016 is due to improvements that will be made to the Company’s distribution center in Glendale, Wisconsin to increase its capacity.

The Company paid cash dividends of $8.5 million, $8.2 million and $4.1 million in 2015, 2014 and 2013, 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.

The Company continues to repurchase its common stock under its share repurchase program when the Company believes market conditions are favorable. In 2015, the Company repurchased 354,741 shares for a total cost of $9.9 million. 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. At December 31, 2015, the remaining total shares available to purchase under the program was approximately 976,000 shares.

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At December 31, 2015, the Company had a $60 million unsecured revolving line of credit with a bank expiring November 4, 2016. The line of credit bears interest at LIBOR plus 0.75%. At December 31, 2015, outstanding borrowings were approximately $26.6 million at an interest rate of 1.18%. The highest balance during the year was $42.0 million. At December 31, 2014, outstanding borrowings were $5.4 million at an interest rate of 0.92%. 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 earn-out payments due to the former shareholders of Bogs. The Company made the first earn-out payment of approximately $1,270,000 in the first quarter of 2013. The second earn-out payment of approximately $5.2 million is due in March 2016. For additional information, see Note 10 in the Notes to Consolidated Financial Statements.

As of December 31, 2015, $2.8 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 2016, 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 will 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, 2015.

		Payments Due by Period (dollars in thousands)
		Total				Less Than a Year				2 – 3 Years				4 – 5 Years				More Than 5 Years
Pension obligations		$	34,818			$	405			$	870			$	1,016			$	32,527
Operating leases			38,696				8,504				13,593				9,927				6,672
Contingent consideration (undiscounted)			5,217				5,217				—				—				—
Purchase obligations*			56,774				56,774				—				—				—
Total		$	135,505			$	70,900			$	14,463			$	10,943			$	39,199

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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, 2015, 2014 and 2013 and the funded status of the plans at December 31, 2015 and 2014. 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 $458,000 and $4.6 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 2015 and 2014, and 7.75% in 2013. 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 $157,000.

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The Company’s unfunded benefit obligation was $30.6 million and $33.7 million at December 31, 2015 and 2014, respectively. The decrease between years was primarily due to an increase in the discount rate used to determine the funded status of the plan.

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, 2015. 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 2015.

The Company conducted its annual impairment tests of trademarks as of December 31, 2015. 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 2015, 2014 and 2013, 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.

Contingent Consideration

Contingent consideration is comprised of two earn-out payments that the Company is obligated to pay as a result of the 2011 acquisition of Bogs. The contingent consideration was formula-driven and was based on Bogs achieving certain levels of gross margin dollars between January 1, 2011, and December 31, 2015. The Company paid the first earn-out payment of $1,270,000 in the first

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quarter of 2013. The second earn-out payment is due in March 2016. As of December 31, 2015, the estimate of the second earn-out payment was finalized, as it was based on actual gross margin dollars generated by Bogs through December 31, 2015. The final value of the second earn-out payment was $5.2 million. As of December 31, 2014, the Company’s estimate of the fair value of the second earn-out payment was $5.7 million. The second earn-out payment was recorded within accrued liabilities as of December 31, 2015, and other long-term liabilities as of December 31, 2014, in the Consolidated Balance Sheets.

Prior to December 31, 2015, 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 revalued the obligation and records increases or decreases in its fair value as an adjustment to operating earnings. Changes to the contingent consideration obligation resulted from accretion of the discount due to the passage of time and changes in the actual or projected future performance of Bogs. The assumptions used to value the contingent consideration included a significant amount of judgment, and any changes in the assumptions may have had 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, 2015, 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, 2015, the Company had forward exchange contracts outstanding to sell $3.0 million Canadian dollars at a price of approximately $2.3 million dollars. Additionally, Florsheim Australia had forward exchange contracts outstanding to buy $6.6 million U.S. dollars at a price of approximately $9.3 million Australian dollars. All contracts expire in less than one year. Based on year-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts. Based on the Company’s outstanding forward contracts and intercompany loans, a 10% depreciation in the U.S. dollar at December 31, 2015 would result in a loss of approximately $327,000.

Interest Rates

The Company is exposed to interest rate fluctuations on borrowings under its revolving line of credit. At December 31, 2015, the Company had approximately $26.6 million of outstanding borrowings under the revolving line of credit. The interest expense related to borrowings under the line during 2015 was approximately $180,000. A 10% increase in the Company’s interest rate on borrowings outstanding as of December 31, 2015 would not have a material effect on the Company’s financial position, results of operations or cash flows.

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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

		Page
Management’s Report on Internal Control Over Financial Reporting			24
Report of Independent Registered Public Accounting Firm (Successor)			25
Report of Independent Registered Public Accounting Firm (Predecessor)			27
Consolidated Statements of Earnings			28
Consolidated Statements of Comprehensive Income			29
Consolidated Balance Sheets			30
Consolidated Statements of Equity			31
Consolidated Statements of Cash Flows			32
Notes to Consolidated Financial Statements			33

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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, 2015. 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, 2015, 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, 2015 as stated in its report below.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Audit Committee and Board of Directors
Weyco Group, Inc.
Milwaukee, WI

We have audited the accompanying consolidated balance sheet of Weyco Group, Inc. as of December 31, 2015, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for the year then ended. We also have audited Weyco Group, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the company’s internal control over financial reporting based on our audits.

We conducted our audit 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 consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the 2015 financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated 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 audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated 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 consolidated 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 consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 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 2015 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Weyco Group, Inc. as of December 31, 2015 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Weyco Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).

/s/ Baker Tilly Virchow Krause, LLP
 
Milwaukee, Wisconsin
March 10, 2016

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Weyco Group, Inc.

We have audited the accompanying consolidated balance sheet of Weyco Group, Inc. and subsidiaries (the “Company”) as of December 31, 2014, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the two years in the period ended December 31, 2014. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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 the results of their operations and their cash flows for each of the two years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

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

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CONSOLIDATED STATEMENTS OF EARNINGS

For the years ended December 31, 2015, 2014 and 2013

		2015				2014				2013
		(In thousands, except per share amounts)
Net sales		$	320,617			$	320,488			$	300,284
Cost of sales			199,008				197,420				182,971
Gross earnings			121,609				123,068				117,313
Selling and administrative expenses			91,824				92,411				89,558
Earnings from operations			29,785				30,657				27,755
Interest income			936				1,174				1,461
Interest expense			(181	)			(178	)			(384	)
Other expense, net			(1,425	)			(595	)			(653	)
Earnings before provision for income taxes			29,115				31,058				28,179
Provision for income taxes			10,962				11,234				9,930
Net earnings			18,153				19,824				18,249
Net (loss) earnings attributable to noncontrolling interest			(59	)			804				648
Net earnings attributable to Weyco Group, Inc.		$	18,212			$	19,020			$	17,601
Basic earnings per share		$	1.69			$	1.76			$	1.63
Diluted earnings per share		$	1.68			$	1.75			$	1.62

 
 
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, 2015, 2014 and 2013

		2015				2014				2013
		(Dollars in thousands)
Net earnings		$	18,153			$	19,824			$	18,249
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments			(3,411	)			(2,374	)			(2,456	)
Pension liability adjustments			2,360				(6,648	)			4,707
Other comprehensive (loss) income			(1,051	)			(9,022	)			2,251
Comprehensive income			17,102				10,802				20,500
Comprehensive (loss) income attributable to noncontrolling interest			(673	)			390				(193	)
Comprehensive income attributable to Weyco Group, Inc.		$	17,775			$	10,412			$	20,693

 
 
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, 2015 and 2014

		2015				2014
		(In thousands, except par value and share data)
ASSETS:
Cash and cash equivalents		$	17,926			$	12,499
Marketable securities, at amortized cost			4,522				5,914
Accounts receivable, less allowances of $2,257 and $2,384, respectively			54,009				55,100
Inventories			97,184				69,015
Prepaid expenses and other current assets			5,835				7,521
Total current assets			179,476				150,049
Marketable securities, at amortized cost			20,685				24,540
Deferred income tax benefits			—				1,999
Property, plant and equipment, net			31,833				33,694
Goodwill			11,112				11,112
Trademarks			34,748				34,748
Other assets			21,143				21,304
Total assets		$	298,997			$	277,446
LIABILITIES AND EQUITY:
Short-term borrowings		$	26,649			$	5,405
Accounts payable			13,339				15,657
Dividend payable			2,147				2,045
Accrued liabilities:
Wages, salaries and commissions			3,134				3,252
Taxes other than income taxes			1,111				1,134
Other			13,239				8,366
Accrued income tax payable			31				151
Deferred income tax liabilities			1,537				1,747
Total current liabilities			61,187				37,757
Deferred income tax liabilities			70				—
Long-term pension liability			30,188				33,379
Other long-term liabilities			2,823				8,356
Commitments (Note 13)
Equity:
Common stock, $1.00 par value, authorized 24,000,000 shares in 2015 and 2014, issued and outstanding 10,767,389 shares in 2015 and 10,821,140 shares in 2014			10,767				10,821
Capital in excess of par value			45,759				37,966
Reinvested earnings			160,325				160,179
Accumulated other comprehensive loss			(18,467	)			(18,030	)
Total Weyco Group, Inc. equity			198,384				190,936
Noncontrolling interest			6,345				7,018
Total equity			204,729				197,954
Total liabilities and equity		$	298,997			$	277,446

 
 
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, 2015, 2014 and 2013
(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, 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
Net earnings			—				—				18,212				—				(59	)
Foreign currency translation adjustments			—				—				—				(2,797	)			(614	)
Pension liability adjustment (net of tax of $1,509)			—				—				—				2,360				—
Cash dividends declared ($0.79 per share)			—				—				(8,563	)			—				—
Stock options exercised			279				5,865				—				—				—
Issuance of restricted stock			22				(22	)			—				—				—
Stock-based compensation expense			—				1,559				—				—				—
Income tax benefit from stock options exercised and vesting of restricted stock			—				391				—				—				—
Shares purchased and retired			(355	)			—				(9,503	)			—				—
Balance, December 31, 2015		$	10,767			$	45,759			$	160,325			$	(18,467)			$	6,345

 
 
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, 2015, 2014 and 2013

		2015				2014				2013
		(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	18,153			$	19,824			$	18,249
Adjustments to reconcile net earnings to net cash (used for) provided by operating activities –
Depreciation			3,612				3,659				3,962
Amortization			426				361				272
Bad debt expense			235				240				132
Deferred income taxes			346				1,115				1,268
Net (gains) losses on remeasurement of contingent consideration			(458	)			611				24
Net foreign currency transaction losses			961				268				279
Stock-based compensation			1,559				1,465				1,283
Pension contributions			(2,633	)			(1,300	)			(1,282	)
Pension expense			3,699				2,212				3,737
Other-than-temporary investment impairment			—				—				200
Increase in cash surrender value of life insurance			(573	)			(552	)			(540	)
Changes in operating assets and liabilities –
Accounts receivable			1,009				(6,787	)			421
Inventories			(28,282	)			(5,807	)			2,048
Prepaid expenses and other assets			2,237				(901	)			(295	)
Accounts payable			(2,326	)			1,626				2,846
Accrued liabilities and other			(3,587	)			604				(2,858	)
Accrued income taxes			(105	)			1,205				80
Net cash (used for) provided by operating activities			(5,727	)			17,843				29,826
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities			(3,033	)			(8,427	)			(122	)
Proceeds from maturities of marketable securities			8,191				8,177				13,968
Life insurance premiums paid			(155	)			(155	)			(155	)
Investment in real estate			—				—				(3,206	)
Purchase of property, plant and equipment			(2,481	)			(2,890	)			(2,699	)
Net cash provided by (used for) investing activities			2,522				(3,295	)			7,786
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid			(8,452	)			(8,029	)			(3,904	)
Cash dividends paid to noncontrolling interest of subsidiary			—				(198	)			(205	)
Shares purchased and retired			(9,858	)			(7,984	)			(4,623	)
Proceeds from stock options exercised			6,144				4,881				3,932
Payment of contingent consideration			—				—				(1,270	)
Proceeds from bank borrowings			160,534				101,200				11,000
Repayments of bank borrowings			(139,290	)			(107,795	)			(44,000	)
Income tax benefits from stock-based compensation			391				133				570
Net cash provided by (used for) financing activities			9,469				(17,792	)			(38,500	)
Effect of exchange rate changes on cash and cash equivalents			(837	)			(226	)			(431	)
Net increase (decrease) in cash and cash equivalents		$	5,427			$	(3,470	)		$	(1,319	)
CASH AND CASH EQUIVALENTS at beginning of year			12,499				15,969				17,288
CASH AND CASH EQUIVALENTS at end of year		$	17,926			$	12,499			$	15,969
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net of refunds		$	10,341			$	8,875			$	7,807
Interest paid		$	181			$	127			$	335

 
 
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, 2015, 2014 and 2013

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 13 Company-owned retail stores and an internet business in the United States as of December 31, 2015. 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, 2015 and 2014, the Company’s cash and cash equivalents included investments in money market accounts and cash deposits at various banks. The Company periodically has cash balances in excess of insured amounts. The Company has not experienced any losses on deposits in excess of insured amounts.

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, 2015, 2014 and 2013

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. For income tax reporting purposes, depreciation is calculated using applicable methods.

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, no impairment charges were recorded in 2015, 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 accrued liabilities as of December 31, 2015 and other long-term liabilities as of December 31, 2014, 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, 2015, 2014 and 2013

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. 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 (loss) 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 $3.6 million for 2015, and $3.2 million for each of 2014 and 2013.

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 $1.9 million in 2015, $2.4 million in 2014, and $2.7 million in 2013. Retail segment shipping and handling expenses, which result primarily from the Company’s shipments to its U.S. internet consumers, totaled $1.2 million in 2015, $1.1 million in 2014, and $760,000 in 2013.

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 $11.3 million in 2015, $11.0 million in 2014, and $10.8 million in 2013.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Advertising Costs — Advertising costs are expensed as incurred. Total advertising costs were $12.8 million, $10.5 million, and $11.4 million in 2015, 2014 and 2013, 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 $4.2 million, $3.5 million, and $4.3 million in 2015, 2014 and 2013, respectively.

Foreign Currency Translations — The Company accounts for currency translations in accordance with ASC 830, Foreign Currency Matters (“ASC 830”). The Company’s non-U.S. subsidiaries local currencies are the functional currencies under which the 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 $961,000 in 2015, $268,000 in 2014, and $279,000 in 2013.

Financial Instruments — At December 31, 2015, the Company had forward exchange contracts outstanding to sell $3.0 million Canadian dollars at a price of approximately $2.3 million dollars. Additionally, the Company’s majority-owned subsidiary, Florsheim Australia, had forward exchange contracts outstanding to buy $6.6 million U.S. dollars at a price of approximately $9.3 million Australian dollars. These contracts all expire in 2016. Based on year-end exchange rates, there were no significant unrealized gains or losses on the outstanding contracts. In 2015, the Company recorded realized gains of approximately $1.4 million related to forward exchange contracts. In 2014 and 2013, there were no significant realized gains or losses related to forward exchange 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:

		2015				2014
		(Dollars in thousands)
Foreign currency translation adjustments		$	(5,691)			$	(2,894	)
Pension liability, net of tax			(12,776	)			(15,136	)
Total accumulated other comprehensive loss		$	(18,467)			$	(18,030	)

The noncontrolling interest as recorded in the Consolidated Balance Sheets at December 31, 2015 and 2014, included foreign currency translation adjustments of approximately ($1,061,000) and ($447,000), respectively.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

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, 2015 (dollars in thousands):

		Foreign Currency Translation Adjustments				Defined Benefit Pension Items				Total
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	)
Balance, December 31, 2014		$	(2,894	)		$	(15,136	)		$	(18,030	)
Other comprehensive (loss) income before reclassifications			(2,797	)			1,285				(1,512	)
Amounts reclassified from accumulated other comprehensive loss			—				1,075				1,075
Net current period other comprehensive (loss) income			(2,797	)			2,360				(437	)
Balance, December 31, 2015		$	(5,691	)		$	(12,776	)		$	(18,467	)

The following presents a tabular disclosure about reclassification adjustments out of accumulated other comprehensive loss during the years ended December 31, 2015 and 2014 (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
		2015				2014
Amortization of defined benefit pension items
Prior service cost		$	(112)			$	(112	)			(1)
Actuarial losses			1,874				818				(1)
Total before tax			1,762				706
Tax benefit			(687	)			(275	)
Net of tax		$	1,075			$	431

Stock-Based Compensation — At December 31, 2015, the Company had two 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.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Concentration of Credit Risk — The Company had no individual customer accounts receivable balances outstanding at December 31, 2015 and 2014 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 2015, 2014 and 2013.

Recent Accounting Pronouncements — 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842),” The new standard requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by finance and operating leases with lease terms of more than 12 months. The amendments in this update are effective for fiscal years beginning after December 15, 2018 and interim periods therein. The Company is currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In August 2015, the FASB issued ASU 2015-04 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” The amendments in this update defer the effective date of the new standard on revenue recognition by one year. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new standard is now effective for fiscal years beginning after December 15, 2017 and interim periods therein. The Company is currently evaluating the impact of the adoption of this standard on our 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.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

3. FAIR VALUE OF FINANCIAL INSTRUMENTS  – (continued)

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, 2015 and 2014. The estimated market values provided are Level 2 valuations as defined by ASC 820.

		2015								2014
		Amortized Cost				Market Value				Amortized Cost				Market Value
		(Dollars in thousands)
Municipal bonds:
Current		$	4,522			$	4,546			$	5,914			$	6,006
Due from one through five years			12,395				13,057				14,398				15,204
Due from six through ten years			6,929				7,217				9,337				9,711
Due from eleven through twenty years			1,361				1,391				805				762
Total		$	25,207			$	26,211			$	30,454			$	31,683

The unrealized gains and losses on investment securities at December 31, 2015 and 2014 were as follows:

		2015								2014
		Unrealized Gains				Unrealized Losses				Unrealized Gains				Unrealized Losses
		(Dollars in thousands)
Municipal bonds		$	1,014			$	(10)			$	1,279			$	(50	)

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, 2015.

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.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

5. INVENTORIES

At December 31, 2015 and 2014, inventories consisted of:

		2015				2014
		(Dollars in thousands)
Finished shoes		$	116,177			$	87,203
LIFO reserve			(18,993	)			(18,188	)
Total inventories		$	97,184			$	69,015

Finished shoes included inventory in-transit of $38.1 million and $25.9 million as of December 31, 2015 and 2014, respectively. At December 31, 2015 and 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.

During 2015, there were no liquidations of LIFO inventory quantities carried at lower costs prevailing in prior years as compared to the cost of fiscal 2015 purchases. 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 2013 purchases. The effect of the liquidation decreased cost of goods sold by $64,000 in 2013.

6. PROPERTY, PLANT AND EQUIPMENT, NET

At December 31, 2015 and 2014, property, plant and equipment consisted of:

		2015				2014
		(Dollars in thousands)
Land and land improvements		$	3,706			$	3,706
Buildings and improvements			26,912				26,900
Machinery and equipment			27,142				25,816
Retail fixtures and leasehold improvements			11,232				12,259
Construction in progress			24				18
Property, plant and equipment			69,016				68,699
Less: Accumulated depreciation			(37,183	)			(35,005	)
Property, plant and equipment, net		$	31,833			$	33,694

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

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, 2015:

		Weighted Average Life (Years)				December 31, 2015
						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			$	(193	)		$	7
Customer relationships			15				3,500				(1,128	)			2,372
Total amortizable intangible assets						$	3,700			$	(1,321	)		$	2,379

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

The Company performs impairment tests 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.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

7. INTANGIBLE ASSETS  – (continued)

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 approximately $273,000 in each of 2015, 2014 and 2013. Excluding the impact of any future acquisitions, the Company anticipates future amortization expense to be as follows:

(Dollars in thousands)		Intangible Assets
2016		$	240
2017			233
2018			233
2019			233
2020			233
Thereafter			1,207
Total		$	2,379

8. OTHER ASSETS

Other assets included the following amounts at December 31, 2015 and 2014:

		2015				2014
		(Dollars in thousands)
Cash surrender value of life insurance		$	14,876			$	14,148
Intangible assets (See Note 7)			2,379				2,653
Investment in real estate			2,284				2,793
Other			1,604				1,710
Total other assets		$	21,143			$	21,304

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 $16.2 million in aggregate as of December 31, 2015.

On May 1, 2013, the Company purchased a 50% interest in a building in Montreal, Canada for approximately $3.2 million. The building, which is 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, 2015, the Company had a $60 million unsecured revolving line of credit with a bank expiring November 4, 2016. The line of credit bears interest at LIBOR plus 0.75%. At December 31, 2015, outstanding borrowings were approximately $26.6 million at an interest rate of 1.18%. The highest balance during the year was $42.0 million. At December 31, 2014, outstanding borrowings were $5.4 million at an interest rate of 0.92%.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

10. CONTINGENT CONSIDERATION

Contingent consideration is comprised of two earn-out 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 was formula-driven and was based on Bogs achieving certain levels of gross margin dollars between January 1, 2011, and December 31, 2015. The first earn-out payment was due in 2013 and was paid on March 28, 2013, in the amount of $1,270,000. The second earn-out payment is due in March 2016. In accordance with ASC 805, Business Combinations (“ASC 805”), the Company remeasured its estimate of the fair value of the contingent consideration at each reporting date. The change in fair value was recognized in earnings. The total contingent consideration is reflected in the Company’s wholesale segment.

As of December 31, 2015, the second earn-out payment was finalized, as it was based on actual gross margin dollars generated by Bogs through December 31, 2015. The final value of the second earn-out payment was $5.2 million. As of December 31, 2014, the Company’s estimate of the fair value of the second earn-out payment was $5.7 million. The second earn-out payment was recorded within accrued liabilities as of December 31, 2015, and other long-term liabilities as of December 31, 2014, in the Consolidated Balance Sheets.

The following table summarizes the activity during 2015 and 2014 related to the second earn-out payment as recorded in the Consolidated Statements of Earnings (dollars in thousands):

		2015				2014
Beginning balance		$	5,675			$	5,064
Net (gains) losses on remeasurement of contingent consideration			(458	)			560
Interest expense			—				51
Ending balance		$	5,217			$	5,675

The net (gains) losses on remeasurement of contingent consideration were recorded within selling and administrative expenses in the Consolidated Statements of Earnings. The decrease in the liability in 2015 was primarily a result of Bogs performance in the current year. Bogs generated lower gross margin dollars in 2015 than the Company had previously projected, primarily as a result of the mild start to the 2015 – 2016 winter.

The fair value measurement of the contingent consideration was based on significant inputs not observed in the market and thus represented a level 3 valuation as defined by ASC 820. Prior to December 31, 2015, the fair value measurement was determined using a probability-weighted model which included various estimates related to Bogs future sales levels and gross margins. As of December 31, 2015, these estimates were final.

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.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

11. EMPLOYEE RETIREMENT PLANS  – (continued)

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, 2015 and 2014, by asset category, was as follows:

		Plan Assets at December 31,
		2015				2014
Asset Category:
Equity Securities			52	%			50	%
Fixed Income Securities			40	%			43	%
Other			8	%			7	%
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.

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 2015.

Assumptions used in determining the funded status at December 31, 2015 and 2014 were:

		2015				2014
Discount rate			4.62	%			4.17	%
Rate of compensation increase			4.00	%			4.00	%

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

11. EMPLOYEE RETIREMENT PLANS  – (continued)

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, 2015 and 2014:

		Defined Benefit Pension Plan								Supplemental Pension Plan
		2015				2014				2015				2014
		(Dollars in thousands)
Change in projected benefit obligation
Projected benefit obligation, beginning of year		$	50,932			$	41,470			$	14,841			$	12,337
Service cost			1,345				1,042				291				221
Interest cost			2,051				1,999				614				586
Actuarial (gain) loss			(3,806	)			8,221				(1,135	)			2,047
Benefits paid			(1,845	)			(1,800	)			(350	)			(350	)
Projected benefit obligation, end of year		$	48,677			$	50,932			$	14,261			$	14,841
Change in plan assets
Fair value of plan assets, beginning of year			32,027				31,522				—				—
Actual return on plan assets			(320	)			1,145				—				—
Administrative expenses			(150	)			(140	)			—				—
Contributions			2,633				1,300				350				350
Benefits paid			(1,845	)			(1,800	)			(350	)			(350	)
Fair value of plan assets, end of year		$	32,345			$	32,027			$	—			$	—
Funded status of plan		$	(16,332)			$	(18,905	)		$	(14,261)			$	(14,841	)
Amounts recognized in the consolidated balance sheets consist of:
Accrued liabilities – other		$	—			$	—			$	(405)			$	(367	)
Long-term pension liability			(16,332	)			(18,905	)			(13,856	)			(14,474	)
Net amount recognized		$	(16,332)			$	(18,905	)		$	(14,261)			$	(14,841	)
Amounts recognized in accumulated other comprehensive loss consist of:
Accumulated loss, net of income tax benefit of $6,631, $7,559, $1,808 and $2,431, respectively		$	10,371			$	11,824			$	2,828			$	3,803
Prior service cost, net of income tax liability of $0, $0, ($270) and ($314), respectively			—				—				(423	)			(491	)
Net amount recognized		$	10,371			$	11,824			$	2,405			$	3,312

The accumulated benefit obligation for the defined benefit pension plan and the supplemental pension plan was $43.7 million and $14.2 million, respectively, at December 31, 2015, and $45.3 million and $14.3 million, respectively, at December 31, 2014.

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WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

11. EMPLOYEE RETIREMENT PLANS  – (continued)

Assumptions used in determining net periodic pension cost for the years ended December 31, 2015, 2014 and 2013 were:

		2015				2014				2013
Discount rate			4.17	%			5.03	%			4.23	%
Rate of compensation increase			4.00	%			4.00	%			4.50	%
Long-term rate of return on plan assets			7.50	%			7.50	%			7.75	%

The components of net periodic pension cost for the years ended December 31, 2015, 2014 and 2013, were:

		2015				2014				2013
		(Dollars in thousands)
Benefits earned during the period		$	1,636			$	1,263			$	1,726
Interest cost on projected benefit obligation			2,665				2,586				2,403
Expected return on plan assets			(2,364	)			(2,343	)			(2,094	)
Net amortization and deferral			1,762				706				1,702
Net pension expense		$	3,699			$	2,212			$	3,737

The Company expects to recognize expense of approximately $1.6 million due to the amortization of unrecognized loss and income of approximately $112,000 due to the amortization of prior service cost as components of net periodic benefit cost in 2016, which are included in accumulated other comprehensive loss at December 31, 2015.

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 Company expects that any cash contributions necessary to satisfy these requirements would not be material in 2016.

Projected benefit payments for the plans as of December 31, 2015 were estimated as follows:

		Defined Benefit Pension Plan				Supplemental Pension Plan
		(Dollars in thousands)
2016		$	2,178			$	405
2017		$	2,248			$	421
2018		$	2,362			$	449
2019		$	2,509			$	488
2020		$	2,563			$	528
2021 – 2025		$	13,882			$	3,684

TABLE OF CONTENTS

WEYCO GROUP, INC.
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013

11. EMPLOYEE RETIREMENT PLANS  – (continued)

The following table summarizes the fair value of the Company’s pension plan assets as of December 31, 2015 by asset category within the fair value hierarchy (for further level information, see Note 3):

		December 31, 2015
		Quoted Prices in Active Markets				Significant Observable Inputs				Significant Unobservable Inputs
		Level 1				Level 2				Level 3				Total
		(Dollars in thousands)
Common stocks		$	12,352			$	1,027			$	—			$	13,379
Preferred stocks			409				22				—				431
Exchange traded funds			3,375				—				—				3,375
Corporate obligations			—				4,503				—				4,503
State and municipal obligations			—				1,337				—				1,337
Pooled fixed income funds			5,423				—				—				5,423
U.S. government securities			—				1,103				—				1,103
Cash and cash equivalents			2,703				—				—				2,703
Subtotal		$	24,262			$	7,992			$	—			$	32,254
Other assets(1)															91
Total														$	32,345