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 11, 2016

ROCKY BRANDS, INC.

(Exact name of registrant as specifıed in its charter)

Ohio	001-34382	31-1364046
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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):

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

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

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

¨ 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 11, 2016, Rocky Brands, Inc. (the “Company”) issued a press release entitled “Rocky Brands, Inc. Announces Fourth Quarter 2015 Results” regarding its consolidated financial results for the quarter and year ended December 31, 2015. 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 2016 growth (paragraph 3). 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, 2014 (filed February 27, 2015) and quarterly reports on Form 10-Q for the quarters ended March 31, 2015 (filed April 30, 2015), June 30, 2015 (filed July 29, 2015), and September 30, 2015 (October 27, 2015). 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 11, 2016, entitled “Rocky Brands, Inc. Announces Fourth Quarter 2015 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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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 11, 2016	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 11, 2016, entitled “Rocky Brands, Inc. Announces Fourth Quarter 2015 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-99.1

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 FOURTH QUARTER AND FISCAL 2015 RESULTS

NELSONVILLE, Ohio, February 11, 2016 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 2015.

Fourth Quarter 2015 Sales and Income

Fourth quarter net sales decreased 17.3% to $65.3 million versus record net sales of $78.9 million in the fourth quarter of 2014. The Company reported fourth quarter net income of $1.4 million, or $0.18 per diluted share, compared to record fourth quarter net income of $4.5 million, or $0.59 per diluted share in the year ago period.

Fiscal Year 2015 Sales and Income

For fiscal year 2015, net sales decreased 5.9% to $269.3 million versus net sales of $286.2 million in fiscal year 2014. The Company reported net income of $6.6 million, or $0.87 per diluted share, for fiscal year 2015, compared with net income of $9.8 million, or $1.30 per diluted share, for fiscal 2014.

David Sharp, President and Chief Executive Officer, commented, “The fourth quarter was challenging due to tough comparisons combined with warm temperatures and weak retail store traffic that pressured demand across each of our categories. While we are disappointed with our finish to 2015, we believe that our recent performance is not indicative of the strength of our brands and we are cautiously optimistic we can reaccelerate top and bottom line growth in 2016. This coming year we will continue to shift more time and resources to support our largest growth prospects led by the Creative Recreation and Durango brands, both of which operate in much larger and less weather sensitive segments of the market, namely casual and fashion footwear. Importantly, we ended the year with a solid balance sheet highlighted by a 35% decrease in funded debt and lower inventory levels, leaving us well positioned financially to execute our strategic priorities.”

Recent Military Contract

As the Company announced on January 7, 2016, it received an order to fulfill a contract to the U.S. Military to produce “Temperate Weather” combat boots. The contract includes a minimum purchase amount of $13.0 million with the entire order projected to ship between March and October 2016. Along with its existing contract, the Company now has approximately $31 million in military orders scheduled for delivery in 2016, a 78% increase over 2015 levels.

Fourth Quarter Review

Net sales for the fourth quarter decreased 17.3% to $65.3 million compared to $78.9 million a year ago. Wholesale sales for the fourth quarter decreased 25.0% to $46.5 million compared to $62.0 million for the same period in 2014. Retail sales for the fourth quarter were $13.5 million compared to $13.7 million for the same period last year. Military segment sales for the fourth quarter increased to $5.3 million compared to $3.2 million in the fourth quarter of 2014.

Gross margin in the fourth quarter of 2015 was $22.2 million, or 33.9% of sales, compared to $27.6 million, or 35.0% of sales, for the same period last year. The 110 basis point decrease was driven primarily by the higher percentage of military sales which carry lower gross margins than wholesale and retail.

Selling, general and administrative (SG&A) expenses were $20.2 million compared to $20.7 million a year ago. The $0.5 million decrease in SG&A expenses was due primarily to lower incentive compensation compared to a year ago. As a percent of sales, SG&A increased 480 basis points to 31.0% of net sales compared to 26.2% sales last year, primarily due to a lower sales base compared to a year ago.

Income from operations was $1.9 million, or 3.0% of net sales, compared to $7.0 million, or 8.8% of net sales a year ago.

Interest expense was $167,000, compared to $246,000 for the fourth quarter of 2014.

The Company’s funded debt decreased 34.7% or $12.6 million to $23.7 million at December 31, 2015 versus $36.3 million at December 31, 2014.

Inventory decreased 9.7%, or $8.2 million, to $77.0 million at December 31, 2015 compared with $85.2 million on the same date a year ago.

Conference Call Information

The Company’s conference call to review fourth quarter 2015 results will be broadcast live over the internet today, Thursday, February 11, 2016 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 2016 growth (paragraph 3). 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, 2014 (filed February 27, 2015) and quarterly reports on Form 10-Q for the quarters ended March 31, 2015 (filed April 30, 2015), June 30, 2015 (filed July 29, 2015), and September 30, 2015 (filed October 27, 2015). 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, 2015		December 31, 2014
	Unaudited		Audited
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	3,407,140	$	4,616,694
Trade receivables – net		44,549,207		55,807,103
Other receivables		583,479		476,480
Inventories		76,991,059		85,237,042
Income tax receivable		128,699		-
Deferred income taxes		1,031,818		1,291,907
Prepaid expenses		2,530,517		2,553,442
Total current assets		129,221,919		149,982,668
FIXED ASSETS – net		27,836,527		26,264,641
IDENTIFIED INTANGIBLES		36,547,873		36,681,644
OTHER ASSETS		258,812		299,490
TOTAL ASSETS	$	193,865,131	$	213,228,443
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable	$	9,118,555	$	15,116,131
Accrued expenses:
Taxes - other		533,220		532,470
Income tax payable		-		2,687,535
Other		5,096,441		6,873,604
Total current liabilities		14,748,216		25,209,740
LONG TERM DEBT		23,700,089		36,270,373
DEFERRED INCOME TAXES		13,000,609		12,928,048
DEFERRED LIABILITIES		295,676		472,364
TOTAL LIABILITIES		51,744,590		74,880,525
SHAREHOLDERS' EQUITY:
Common stock, no par value;
25,000,000 shares authorized; issued and outstanding  December 31,
2015 - 7,567,271; December 31, 2014 - 7,550,126		70,882,392		70,460,672
Retained earnings		71,238,149		67,887,246
Total shareholders' equity		142,120,541		138,347,918
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	193,865,131	$	213,228,443

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Rocky Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

	Three Months Ended						Year Ended
	December 31,						December 31,
	2015			2014			2015			2014
	Unaudited			Unaudited			Unaudited			Audited
NET SALES	$	65,266,028		$	78,906,687		$	269,302,023		$	286,242,169
COST OF GOODS SOLD		43,111,609			51,258,565			180,410,184			189,881,444
GROSS MARGIN		22,154,419			27,648,122			88,891,839			96,360,725
OPERATING EXPENSES
Selling, general and administrative expenses		20,221,612			20,677,128			78,402,079			80,597,934
INCOME FROM OPERATIONS		1,932,807			6,970,994			10,489,760			15,762,791
OTHER INCOME AND (EXPENSES):
Interest expense		(167,152	)		(246,210	)		(696,827	)		(943,154	)
Other – net		(8,732	)		(52,832	)		(105,433	)		(78,455	)
Total other - net		(175,884	)		(299,042	)		(802,260	)		(1,021,609	)
INCOME BEFORE INCOME TAXES		1,756,923			6,671,952			9,687,500			14,741,182
INCOME TAX EXPENSE		374,053			2,200,410			3,084,343			4,895,884
NET INCOME	$	1,382,870		$	4,471,542		$	6,603,157		$	9,845,298
INCOME PER SHARE
Basic	$	0.18		$	0.59		$	0.87		$	1.30
Diluted	$	0.18		$	0.59		$	0.87		$	1.30
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic		7,567,239			7,550,088			7,563,205			7,544,936
Diluted		7,578,190			7,555,098			7,574,172			7,547,781

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