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Rocky Brands(RCKY) - 2022 Q4 - Annual Report

Financial Position - As of December 31, 2022, the company had total debt of 259.6million,comprising259.6 million, comprising 116.3 million under the senior term facility and 143.3millionundertherevolvingcreditfacility[193].Totalcurrentassetsdecreasedfrom143.3 million under the revolving credit facility[193]. - Total current assets decreased from 375.3 million in 2021 to 341.0millionin2022[208].Totalliabilitiesdecreasedfrom341.0 million in 2022[208]. - Total liabilities decreased from 426.7 million in 2021 to 366.9millionin2022[208].Shareholdersequityincreasedfrom366.9 million in 2022[208]. - Shareholders' equity increased from 197.9 million in 2021 to 215.5millionin2022[208].Thecompanyreportedadecreaseincashandcashequivalentsof215.5 million in 2022[208]. - The company reported a decrease in cash and cash equivalents of 190, ending the period with 5.719million[215].Totaloutstandingsharesincreasedto7.339millionbyDecember31,2022,comparedto7.302millionin2021[212].ThecompanymaintainedcompliancewithallcovenantsoftheTermFacilityasofDecember31,2022[290].Operatingleaseliabilitiestotaled5.719 million[215]. - Total outstanding shares increased to 7.339 million by December 31, 2022, compared to 7.302 million in 2021[212]. - The company maintained compliance with all covenants of the Term Facility as of December 31, 2022[290]. - Operating lease liabilities totaled 11.3 million as of December 31, 2022, with a weighted-average remaining lease term of 2.8 years[293]. - The total liabilities under the Dominican Plan were approximately 187,000asofDecember31,2022,comparedto187,000 as of December 31, 2022, compared to 107,000 in 2021[301]. Revenue and Sales Performance - Net sales for the year ended December 31, 2022, were 615.475million,a19.7615.475 million, a 19.7% increase from 514.227 million in 2021[210]. - Wholesale segment sales increased to 484.779millionin2022,up24484.779 million in 2022, up 24% from 391.070 million in 2021[340]. - Retail segment sales rose to 115.354million,reflectinga21.8115.354 million, reflecting a 21.8% increase from 94.658 million in 2021[340]. - Contract Manufacturing segment sales decreased to 15.342million,down46.115.342 million, down 46.1% from 28.499 million in 2021[340]. - Work footwear accounted for 41.6% of total sales in 2022, generating 256.162million,downfrom54.5256.162 million, down from 54.5% in 2021[341]. - Outdoor footwear sales surged to 183.121 million, representing 29.8% of total sales, compared to 14.8% in 2021[341]. Profitability - Gross margin increased to 225.219millionin2022,upfrom225.219 million in 2022, up from 194.536 million in 2021, reflecting a gross margin percentage improvement[210]. - Net income for 2022 was 20.465million,slightlydownfrom20.465 million, slightly down from 20.559 million in 2021, resulting in a diluted income per share of 2.78[210].Netincomefor2022was2.78[210]. - Net income for 2022 was 23.250 million, a decrease of 42.5% compared to 40.248millionin2021[265].Thecompanyincurredapproximately40.248 million in 2021[265]. - The company incurred approximately 1.0 million in restructuring costs in 2022 as part of a cost savings review aimed at operational efficiencies[343]. Cash Flow - Cash flows from operating activities provided 19.123millionin2022,asignificantrecoveryfromacashoutflowof19.123 million in 2022, a significant recovery from a cash outflow of 54.875 million in 2021[215]. Acquisitions - The acquisition of Honeywell's performance and lifestyle footwear business was completed for an adjusted purchase price of 212million,withapreliminaryclosingpriceofapproximately212 million, with a preliminary closing price of approximately 207 million[250][251]. - The acquisition contributed net sales of 242.8millionandnetincomeof242.8 million and net income of 9.3 million to the consolidated operating results for the year ended December 31, 2022[256]. - Total identifiable net assets acquired in the acquisition amounted to 215.063million[262].GoodwillallocatedtotheWholesaleandRetailreportingsegmentswas215.063 million[262]. - Goodwill allocated to the Wholesale and Retail reporting segments was 25.4 million and 24.8million,respectively,asofDecember31,2022[230].Acquisitionrelatedcostsrecognizedwereapproximately24.8 million, respectively, as of December 31, 2022[230]. - Acquisition-related costs recognized were approximately 3.5 million, 11.9million,and11.9 million, and 0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively[257]. - The company completed the sale of the NEOS brand for approximately 5.8million,with5.8 million, with 5.5 million received at closing[266]. Expenses - The company’s operating expenses rose to 181.181millionin2022,comparedto181.181 million in 2022, compared to 158.564 million in 2021, indicating increased investment in operations[210]. - Advertising expenses for 2022 were approximately 15.4million,adecreasefrom15.4 million, a decrease from 17.9 million in 2021 due to reduced discretionary spending[239]. - Shipping costs totaled approximately 38.5millionin2022,upfrom38.5 million in 2022, up from 25.1 million in 2021, attributed to increased freight rates and sales[240]. - The company incurred approximately 9.2millionindepreciationexpensefortheyear2022[269].MarketRisksThecompanyhasestablishedpoliciestomitigatemarketrisksassociatedwithinterestrates,commoditypricing,andforeignexchange[191].Thecompanydoesnotholdanymarketrisksensitiveinstrumentsfortradingpurposes[194].ThecompanyhasnotenteredintoanyinterestratemanagementagreementsasofDecember31,2022[195].Ahypotheticalincreaseof19.2 million in depreciation expense for the year 2022[269]. Market Risks - The company has established policies to mitigate market risks associated with interest rates, commodity pricing, and foreign exchange[191]. - The company does not hold any market risk sensitive instruments for trading purposes[194]. - The company has not entered into any interest rate management agreements as of December 31, 2022[195]. - A hypothetical increase of 1% in interest rates on borrowings would increase interest expense by approximately 2.6 million[193]. - Interest expense for the year ended December 31, 2022, was approximately 18.3million,comparedto18.3 million, compared to 10.6 million in 2021 and 0.2millionin2020[286].TheeffectiveinterestratefortheTermFacilitywas12.140.2 million in 2020[286]. - The effective interest rate for the Term Facility was 12.14% as of December 31, 2022, up from 8.00% in 2021, while the ABL Facility had an effective interest rate of 5.47%[289]. Employee Compensation - Contributions to the 401(k) Plan were approximately 1.8 million in 2022, an increase from 1.3millionin2021and1.3 million in 2021 and 0.961 million in 2020[296]. - The company recognized share-based compensation expense of 1,230,000in2022,slightlydownfrom1,230,000 in 2022, slightly down from 1,265,000 in 2021[311]. - The total unrecognized compensation cost related to non-vested stock options and restricted stock units was approximately 148,000asofDecember31,2022[316].Thecompanyhasatotalof341,436stockoptionsoutstandingasofDecember31,2022,withaweightedaverageexercisepriceof148,000 as of December 31, 2022[316]. - The company has a total of 341,436 stock options outstanding as of December 31, 2022, with a weighted average exercise price of 28.87[314]. - The weighted average grant date fair value per share for stock options granted in 2022 was 12.85,comparedto12.85, compared to 12.16 in 2021[313]. - The expected option term for stock options granted in 2022 was 5.1 years[313]. Tax and Deferred Tax - Total deferred tax assets increased from 5,185,000in2021to5,185,000 in 2021 to 10,371,000 in 2022, reflecting a significant rise in asset valuation allowances and accrued expenses[305]. - As of December 31, 2022, the net deferred tax liability was 8,006,000,downfrom8,006,000, down from 10,293,000 in 2021[305]. - The company is subject to tax examinations in various jurisdictions, with the earliest exam years open for examination being 2017 for Puerto Rico and Canada[306].