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 19, 2009
ROCKY BRANDS, INC.
(Exact name of registrant
as specified in its charter)
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Ohio
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0-21026
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31-1364046
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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39 East Canal Street, Nelsonville, Ohio
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45764
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(Address of principal executive
offices)
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(Zip Code)
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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 filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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 19, 2009, Rocky Brands, Inc. (the “Company”) issued a press release entitled
“Rocky Brands, Inc. Announces Fourth Quarter and 2008 Full Year Results” regarding its consolidated
financial results for the fourth quarter and year ended December 31, 2008. 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.
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 the focus on cost reduction (paragraph 13). 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, 2007 (filed March 6, 2008), the Company’s quarterly report on Form 10-Q for
the quarter ended March 31, 2008 (filed May 1, 2008), the Company’s quarterly report on Form 10-Q
for the quarter ended June 30, 2008 (filed August 6, 2008), and the Company’s quarterly report on
Form 10-Q for the quarter ended September 30, 2008 (filed November 4, 2008). 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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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99*
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Press Release, dated February 19, 2009, entitled “Rocky Brands,
Inc. Announces Fourth Quarter and 2008 Full Year Results.”
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*
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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.
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Rocky Brands, Inc.
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Date: February 19, 2009
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By:
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/s/ James E. McDonald
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James E. McDonald, Executive Vice
President and Chief Financial Officer
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4
EXHIBIT INDEX
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Exhibit No.
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Description
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99*
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Press Release, dated February 19, 2009, entitled “Rocky
Brands, Inc. Announces Fourth Quarter and 2008 Full Year
Results.”
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*
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Such press release is being “furnished” (not filed) under Item 2.02 of
this Current Report on Form 8-K.
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5
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ROCKY BRANDS, INC.
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Company Contact:
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Jim McDonald
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Chief Financial Officer
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(740) 753-1951
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Investor Relations:
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ICR, Inc.
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Brendon Frey/Chad Jacobs
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(203) 682-8200
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ROCKY BRANDS, INC. ANNOUNCES FOURTH QUARTER AND 2008 FULL YEAR RESULTS
NELSONVILLE, Ohio, February 19, 2009 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial
results for its fourth quarter and year ended December 31, 2008.
Fourth Quarter Results
For the fourth quarter of 2008, net sales were $66.0 million versus net sales of $72.5 million in
the fourth quarter of 2007. For the fourth quarter, the Company reported a net loss of $2.2
million, or ($0.41) per diluted share, versus a net loss of $23.6 million, or ($4.31) per diluted
share for the fourth quarter of 2007. Results for the fourth quarter of 2008 include non-cash
charges of $3.0 million, net of tax benefits, or ($0.54) per diluted share, for the write-down of
the Lehigh and Gates trademarks. Results for the fourth quarter of 2007 include a non-cash charge
of $23.5 million, net of tax benefits, or ($4.29) per diluted share, for goodwill impairment.
Excluding these charges, the Company reported net income of $0.7 million, or $0.13 per diluted
share in the fourth quarter of 2008, compared to a net loss of $0.1 million, or ($0.02) per diluted
share in the fourth quarter of 2007. A reconciliation of income per diluted share on a GAAP basis
to income per diluted share excluding the non-cash impairment charges is shown below.
Full Year 2008 Results
For the full year 2008, net sales decreased 5.7% to $259.5 million versus net sales of $275.3
million in 2007. For the full year 2008, the Company reported net income of $1.2 million, or $0.21
per diluted share, compared to a net loss of $23.1 million, or ($4.22) per diluted share in 2007.
Results for fiscal 2008 include non-cash charges of $3.0 mil