8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)      February 12, 2015          

ROCKY BRANDS, INC.

(Exact name of registrant as specifıed in its charter)

Ohio	001-34382	31-1364046
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identifıcation No.)

39 East Canal Street, Nelsonville, Ohio	45764
(Address of principal executive offıces)	(Zip Code)

Registrant’s telephone number, including area code      (740) 753-1951          

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fıling is intended to simultaneously satisfy the fıling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2015, Rocky Brands, Inc. (the “Company”) issued a press release entitled “Rocky Brands, Inc. Announces Record Fourth Quarter 2014 Results” regarding its consolidated financial results for the quarter ended December 31, 2014. A copy of the Company’s press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and accompanying press release is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained or incorporated by reference in this Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding intent, beliefs, expectations, projections, forecasts, and plans of the Company and its management and include statements in the accompanying press release regarding growth opportunities (paragraph 4). These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2013 (filed March 6, 2014) and quarterly reports on Form 10-Q for the quarters ended March 31, 2014 (filed May 1, 2014), June 30, 2014 (filed July 30, 2014), and September 30, 2014 (filed October 29, 2014). One or more of these factors have affected historical results, and could in the future affect the Company’s businesses and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, there can be no assurance that the forward-looking statements contained or incorporated by reference in this Form 8-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included or incorporated by reference herein, the Company, or any other person should not regard the inclusion of such information as a representation that the objectives and plans of the Company will be achieved. All forward-looking statements contained or incorporated by reference in this Form 8-K are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99*	Press Release, dated February 12, 2015, entitled “Rocky Brands, Inc. Announces Record Fourth Quarter 2014 Results.”

* Such press release is being “furnished” (not filed) under Item 2.02 of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Rocky Brands, Inc.
Date:  February 12, 2015	By:	/s/ James E. McDonald
		James E. McDonald, Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99*	Press Release, dated February 12, 2015, entitled “Rocky Brands, Inc. Announces Record Fourth Quarter 2014 Results.”

* Such press release is being “furnished” (not filed) under Item 2.02 of this Current Report on Form 8-K.

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EX-99

Exhibit 99

ROCKY BRANDS, INC.
Company Contact:	Jim McDonald
	Chief Financial Officer
	(740) 753-1951
Investor Relations:	ICR, Inc.
	Brendon Frey
	(203) 682-8200

ROCKY BRANDS, INC. ANNOUNCES RECORD FOURTH QUARTER 2014 RESULTS

Sales Increased 28.2% to a Fourth Quarter Record $78.9 Million

Diluted Earnings Per Share Increased 145.8% to a Fourth Quarter Record $0.59

NELSONVILLE, Ohio, February 12, 2015 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 2014.

Fourth Quarter 2014 Sales and Income

Fourth quarter net sales increased 28.2% to a record $78.9 million versus net sales of $61.6 million in the fourth quarter of 2013. The Company reported record fourth quarter net income of $4.5 million, or $0.59 per diluted share as compared to net income of $1.8 million, or $0.24 per diluted share in the fourth quarter of 2013. Excluding all expenses and income related to Creative Recreation, fourth quarter 2013 net income was $2.2 million, or $0.29 per diluted share. (See below for a reconciliation of fourth quarter 2013 income per diluted share on a GAAP basis to a non-GAAP basis).

Fiscal Year 2014 Sales and Income

For fiscal year 2014, net sales increased 16.9% to $286.2 million versus net sales of $244.9 million in fiscal year 2013. The Company reported net income of $9.8 million, or $1.30 per diluted share, for fiscal year 2014, compared with net income of $7.4 million, or $0.98 per diluted share, for fiscal 2013. Excluding the aforementioned expenses and income related to Creative Recreation, fiscal year 2013 net income was $7.9 million, or $1.04 per diluted share. (See below for a reconciliation of fiscal year 2013 income per diluted share on a GAAP basis to a non-GAAP basis).

David Sharp, President and Chief Executive Officer, commented, “Our record fourth quarter performance represents a great finish to a strong year for our company. Sales growth accelerated to its highest level of 2014 in the fourth quarter fueled by consumer demand for our compelling collections of Work, Western, Hunting and Commercial Military footwear. At the same time, Creative Recreation has started to become a more meaningful contributor to our profitability following the work we’ve done to improve the brand’s supply chain.”

“Our fourth quarter and full year results demonstrate the earnings power of our business model. We were able to increase profitability at a faster rate than sales by leveraging the leaner, more efficient operating expense structure we’ve put in place,” continued Mr. Sharp. “We are confident that the combination of our product and marketing strategies, diverse portfolio of authentic brands, and our strong retail relationships, provides us with continued growth opportunities in 2015 and beyond.”

Fourth Quarter Review

Net sales for the fourth quarter increased 28.2% to $78.9 million compared to $61.6 million a year ago. Wholesale sales for the fourth quarter increased 30.0% to $62.0 million including $3.3 million in Creative Recreation branded sales as compared to $47.7 million for the same period in 2013. Retail sales for the fourth quarter increased 6.6% to $13.7 million compared to $12.9 million for the same period last year. Military segment sales for the fourth quarter increased to $3.2 million compared to $1.0 million in the fourth quarter of 2013.

Gross margin in the fourth quarter of 2014 was $27.6 million, or 35.0% of sales, compared to $21.8 million, or 35.4% of sales, for the same period last year. The 40 basis point decrease was driven by higher military sales which carry lower gross margins than wholesale and retail.

Selling, general and administrative (SG&A) expenses were $20.7 million compared to $18.5 million a year ago. The $2.2 million increase in SG&A expenses was due to higher compensation expense, higher variable expenses associated with the increase in sales and additional expenses associated with the Creative Recreation brand, which was acquired in December 2013. As a percent of sales, SG&A improved 330 basis points to 26.2% of net sales compared to 29.9% sales last year.

Income from operations was $7.0 million, or 8.8% of net sales, compared to $3.4 million, or 5.6% of net sales a year ago which excludes expenses associated with the acquisition of Creative Recreation.

Interest expense was $0.2 million for the fourth quarter of 2014 and 2013.

The Company’s funded debt was $36.3 million at December 31, 2014 versus $38.4 million at December 31, 2013.

Inventory increased 9.0%, or $7.1 million, to $85.2 million at December 31, 2014 compared with $78.2 million on the same date a year ago.

Conference Call Information

The Company’s conference call to review fourth quarter 2014 results will be broadcast live over the internet today, Thursday, February 12, 2015 at 4:30 pm Eastern Time. The broadcast will be hosted at http://www.rockybrands.com.

About Rocky Brands, Inc.

Rocky Brands, Inc. is a leading designer, manufacturer and marketer of premium quality footwear and apparel marketed under a portfolio of well recognized brand names including Rocky®, Georgia Boot®, Durango®, Lehigh®, Creative Recreation®, and the licensed brand Michelin®.

Safe Harbor Language

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding intent, beliefs, expectations, projections, forecasts, and plans of the Company and its management, and include statements in this press release regarding growth opportunities (paragraph 4). These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2013 (filed March 6, 2014) and quarterly reports on Form 10-Q for the quarters ended March 31, 2014 (filed May 1, 2014), June 30, 2014 (filed July 30, 2014), and September 30, 2014 (filed October 29, 2014). One or more of these factors have affected historical results, and could in the future affect the Company’s businesses and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the Company, or any other person should not regard the inclusion of such information as a representation that the objectives and plans of the Company will be achieved. All forward-looking statements made in this press release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.

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Rocky Brands, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	December 31, 2014		December 31, 2013
	Unaudited		Audited
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	4,616,694	$	4,215,617
Trade receivables – net		55,807,103		49,069,668
Other receivables		476,480		325,888
Inventories		85,237,042		78,171,670
Income tax receivable		-		242,228
Deferred income taxes		1,291,907		1,104,050
Prepaid expenses		2,553,442		2,529,407
Total current assets		149,982,668		135,658,528
FIXED ASSETS – net		26,264,641		26,205,080
IDENTIFIED INTANGIBLES		36,681,644		36,807,099
OTHER ASSETS		299,490		354,051
TOTAL ASSETS	$	213,228,443	$	199,024,758
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable	$	15,116,131	$	11,486,473
Accrued expenses:
Taxes - other		532,470		901,116
Income tax payable		2,687,535		-
Other		6,873,604		5,028,850
Total current liabilities		25,209,740		17,416,439
LONG TERM DEBT		36,270,373		38,388,198
DEFERRED INCOME TAXES		12,928,048		11,750,718
DEFERRED LIABILITIES		472,364		255,906
TOTAL LIABILITIES		74,880,525		67,811,261
SHAREHOLDERS' EQUITY:
Common stock, no par value;
25,000,000 shares authorized; issued and outstanding  December 31, 2014 - 7,550,126; December 31, 2013 - 7,536,448		70,460,672		70,153,570
Retained earnings		67,887,246		61,059,927
Total shareholders' equity		138,347,918		131,213,497
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	213,228,443	$	199,024,758

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Rocky Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

	Three Months Ended						Year Ended
	December 31,						December 31,
	2014			2013			2014			2013
	Unaudited			Unaudited			Unaudited			Audited
NET SALES	$	78,906,687		$	61,559,288		$	286,242,169		$	244,870,731
COST OF GOODS SOLD		51,258,565			39,737,764			189,881,444			161,328,280
GROSS MARGIN		27,648,122			21,821,524			96,360,725			83,542,451
OPERATING EXPENSES
Selling, general and administrative expenses		20,677,128			18,548,044			80,597,934			71,351,688
Acquisition related expenses		-			1,028,526			-			1,172,047
Total operating expenses		20,677,128			19,576,570			80,597,934			72,523,735
INCOME FROM OPERATIONS		6,970,994			2,244,954			15,762,791			11,018,716
OTHER INCOME AND (EXPENSES):
Interest expense		(246,210	)		(211,621	)		(943,154	)		(688,502	)
Gain on bargain purchase		-			601,975						601,975
Other – net		(52,832	)		(189,938	)		(78,455	)		(116,665	)
Total other - net		(299,042	)		200,416			(1,021,609	)		(203,192	)
INCOME BEFORE INCOME TAXES		6,671,952			2,445,370			14,741,182			10,815,524
INCOME TAX EXPENSE		2,200,410			671,186			4,895,884			3,442,768
NET INCOME	$	4,471,542		$	1,774,184		$	9,845,298		$	7,372,756
INCOME PER SHARE
Basic	$	0.59		$	0.24		$	1.30		$	0.98
Diluted	$	0.59		$	0.24		$	1.30		$	0.98
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic		7,550,088			7,520,361			7,544,936			7,517,364
Diluted		7,550,088			7,520,361			7,544,936			7,517,364

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Reconciliation of Income per Diluted Share on a GAAP Basis to a Non-GAAP Basis

	Three Months Ended December 31, 2013
	(Unaudited)
	GAAP Basis			Acquisition Related Expenses and Income			Creative Recreation December Operations			Non GAAP Basis
NET SALES	$	61,559,288		$	-		$	-		$	61,559,288
COST OF GOODS SOLD		39,737,764			-			-			39,737,764
GROSS MARGIN		21,821,524			-			-			21,821,524
OPERATING EXPENSES
Selling, general and administrative expenses		18,548,044			-			172,418			18,375,626
Acquisition related expenses		1,028,526			1,028,526			-			-
Total operating expenses		19,576,570			1,028,526			172,418			18,375,626
INCOME FROM OPERATIONS		2,244,954			(1,028,526	)		(172,418	)		3,445,898
OTHER INCOME AND (EXPENSES):
Interest expense		(211,621	)		-			-			(211,621	)
Gain on bargain purchase		601,975			601,975			-			-
Other – net		(189,938	)		-			-			(189,938	)
Total other - net		200,416			601,975			-			(401,559	)
INCOME BEFORE INCOME TAXES		2,445,370			(426,551	)		(172,418	)		3,044,339
INCOME TAX EXPENSE		671,186			(149,293	)		(60,346	)		880,825
NET INCOME	$	1,774,184		$	(277,258	)	$	(112,072	)	$	2,163,514
INCOME PER DILUTED SHARE	$	0.24		$	(0.04	)	$	(0.01	)	$	0.29

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Reconciliation of Income per Diluted Share on a GAAP Basis to a Non-GAAP Basis

	Year Ended December 31, 2013
	(Unaudited)
	GAAP Basis			Acquisition Related Expenses and Income			Creative Recreation December Operations			Non GAAP Basis
NET SALES	$	244,870,731		$	-		$	-		$	244,870,731
COST OF GOODS SOLD		161,328,280			-			-			161,328,280
GROSS MARGIN		83,542,451			-			-			83,542,451
OPERATING EXPENSES
Selling, general and administrative expenses		71,351,688			-			172,418			71,179,270
Acquisition related expenses		1,172,047			1,172,047			-			-
Total operating expenses		72,523,735			1,172,047			172,418			71,179,270
INCOME FROM OPERATIONS		11,018,716			(1,172,047	)		(172,418	)		12,363,181
OTHER INCOME AND (EXPENSES):
Interest expense		(688,502	)		-			-			(688,502	)
Gain on bargain purchase		601,975			601,975			-			-
Other – net		(116,665	)		-			-			(116,665	)
Total other - net		(203,192	)		601,975			-			(805,167	)
INCOME BEFORE INCOME TAXES		10,815,524			(570,072	)		(172,418	)		11,558,014
INCOME TAX EXPENSE		3,442,768			(199,525	)		(60,346	)		3,702,639
NET INCOME	$	7,372,756		$	(370,547	)	$	(112,072	)	$	7,855,375
INCOME PER DILUTED SHARE	$	0.98		$	(0.05	)	$	(0.01	)	$	1.04

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