<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For Quarter Ended Commission File Number:
JUNE 30, 2000 0-21026
------------- -------
ROCKY SHOES & BOOTS, INC.
-------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-1364046
---- ----------
(State of Incorporation) (IRS Employer Identification Number)
39 E. CANAL STREET
NELSONVILLE, OHIO 45764
-----------------------
(Address of principal executive offices)
(740) 753-1951
--------------
(Registrant's telephone number, including area code)
(Former name, former address, and former Fiscal year
if changed since last report.)
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 twelve (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 ninety (90) days.
Yes X No
--- ---
4,489,215 common shares, no par value, outstanding at August 1, 2000
<PAGE> 2
ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
FORM 10-Q
<TABLE>
INDEX
-----
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
<S> <C> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 2000 (unaudited) and December 31, 1999 3
Unaudited Condensed Consolidated Statements of Operations
For the Three Months and Six Months Ended June 30, 2000 and 1999 4
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999 5
Notes to Interim Unaudited Condensed Consolidated Financial
Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8 - 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
EXHIBIT INDEX 17
</TABLE>
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, 2000 December 31, 1999
(unaudited)
------------- -----------------
<S> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents $ 1,351,350 $ 2,330,324
Trade receivables - net 22,850,112 18,712,588
Other receivables 4,983,912 5,227,394
Inventories 46,284,130 32,573,067
Deferred income taxes 1,017,331 1,017,331
Prepaid expenses 1,991,155 1,222,914
------------ -----------
Total current assets 78,477,990 61,083,618
FIXED ASSETS - net 26,213,787 26,132,222
OTHER ASSETS 2,515,139 2,117,514
------------ -----------
TOTAL ASSETS $107,206,916 $89,333,354
============ ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 10,556,046 $ 2,128,112
Current maturities - long term debt 37,774,865 8,599,897
Accrued taxes - other 896,153 412,721
Accrued salaries and wages 863,749 569,203
Accrued other 838,620 905,783
------------ -----------
Total current liabilities 50,929,433 12,615,716
LONG TERM DEBT-less current maturities 6,030,372 25,176,918
DEFERRED LIABILITIES 1,290,261 1,311,590
------------ -----------
TOTAL LIABILITIES 58,250,066 39,104,224
SHAREHOLDERS' EQUITY:
Common stock, no par value;
10,000,000 shares authorized;
issued and outstanding June 30, 2000 - 4,489,215 shares;
December 31, 1999 - 4,489,215 shares 35,284,159 35,284,159
Retained earnings 13,672,691 14,944,971
------------ -----------
Total shareholders' equity 48,956,850 50,229,130
------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $107,206,916 $89,333,354
============ ===========
</TABLE>
See notes to the unaudited condensed consolidated financial statements.
3
<PAGE> 4
<TABLE>
ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $22,918,457 $23,200,428 $37,760,568 $36,823,158
COST OF GOODS SOLD 17,642,373 17,237,006 29,240,724 27,681,066
----------- ----------- ----------- -----------
GROSS MARGIN 5,276,084 5,963,422 8,519,844 9,142,092
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 4,392,552 4,605,435 9,379,462 7,949,946
----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS 883,532 1,357,987 (859,618) 1,192,146
OTHER INCOME AND (EXPENSES):
Interest expense (473,661) (543,875) (1,131,721) (1,050,680)
Other - net 71,556 108,426 180,059 241,359
----------- ----------- ----------- -----------
Total other - net (402,105) (435,449) (951,662) (809,321)
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 481,427 922,538 (1,811,280) 382,825
INCOME TAX (BENEFIT) EXPENSE 138,139 334,888 (539,000) 117,148
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 343,288 $ 587,650 $(1,272,280) $ 265,677
=========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE
Basic $ 0.08 $ 0.12 $ (0.28) $ 0.05
=========== =========== =========== ===========
Diluted $ 0.08 $ 0.12 $ (0.28) $ 0.05
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic 4,489,215 4,747,558 4,489,215 4,872,855
=========== =========== =========== ===========
Diluted 4,489,714 4,763,049 4,489,215 4,882,817
=========== =========== =========== ===========
</TABLE>
See notes to the unaudited condensed consolidated financial statements.
4
<PAGE> 5
<TABLE>
ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,272,280) $ 265,677
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,286,699 1,770,658
Deferred taxes and other (50,000)
Deferred compensation and pension - net (21,328) (170,369)
Loss on sale of fixed assets 1,226
Change in assets and liabilities:
Receivables (3,894,042) (6,864,297)
Inventories (13,711,063) (8,300,069)
Other current assets (768,241) (209,382)
Other assets (413,304) 5,314
Accounts payable 8,315,069 5,284,346
Accrued and other liabilities 710,814 158,155
------------ -----------
Net cash used in operating activities (8,766,450) (8,109,967)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (2,426,429) (5,827,090)
Proceeds from sale of fixed assets 185,483
------------ -----------
Net cash used in investing activities (2,240,946) (5,827,090)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt 26,845,000 18,252,000
Payments on long term debt (16,816,578) (6,809,943)
Purchase treasury stock (3,807,300)
------------ -----------
Net cash used in financing activities 10,028,422 7,634,757
------------ -----------
DECREASE IN CASH AND CASH EQUIVALENTS (978,974) (6,302,300)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 2,330,324 7,232,876
------------ -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,351,350 $ 930,576
============ ===========
</TABLE>
See notes to the unaudited condensed consolidated financial statements.
5
<PAGE> 6
ROCKY SHOES & BOOTS, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL REPORTING
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments which are
necessary for a fair presentation of the financial results. All such
adjustments reflected in the interim consolidated financial statements
are considered to be of a normal and recurring nature. The results of
the operations for the six month periods ended June 30, 2000 and 1999
are not necessarily indicative of the results to be expected for the
whole year. Accordingly, these financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto contained in the Company's Annual Report on Form 10-K for year
ended December 31, 1999.
2. INVENTORIES
Inventories are comprised of the following:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Raw materials $ 9,755,977 $ 4,133,520
Work-in Process 4,918,058 2,128,738
Manufactured finished good 28,771,644 24,110,469
Factory outlet finished goods 3,048,561 2,645,340
Reserve for obsolescence or lower of cost
or market (210,110) (445,000)
----------- -----------
Total $46,284,130 $32,573,067
=========== ===========
</TABLE>
3. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and Federal, state and local income taxes was as
follows:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
---- ----
<S> <C> <C>
Interest $1,188,114 $1,001,663
========== ==========
Federal, state and local
income taxes $ 86,725 $ 91,000
========== ==========
</TABLE>
Accounts payable at June 30, 2000 and December 31, 1999 included a
total of $302,524 and $189,659, respectively, relating to the purchase
of fixed assets.
4. PER SHARE INFORMATION
Basic earnings per share (EPS) is computed by dividing net income
available to common
6
<PAGE> 7
shareholders by the basic weighted average number of common shares
outstanding during each period. The diluted earnings per share
computation includes common share equivalents, when dilutive. There are
no adjustments to net income necessary in the calculation of basic and
diluted earnings per share.
A reconciliation of the shares used in the basic and diluted income per
common share computation for the three months and six months ended June
30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic-Weighted average
shares outstanding 4,489,215 4,747,558 4,489,215 4,872,855
Diluted securities:
Stock options 499 15,491 9,962
--------- --------- --------- ---------
Diluted-weighted
average shares outstanding 4,489,714 4,763,049 4,489,215 4,882,817
========= ========= ========= =========
</TABLE>
5. ACCOUNTING STANDARDS
The Securities and Exchange Commission published Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," SAB 101A and SAB 101B in December 1999, March 2000, and
June 2000, respectively. These bulletins summarize certain aspects of
the Commissions views in applying accounting principles generally
accepted in the United States of America to revenue recognition in
financial statements. The bulletins are effective no later than the
fourth fiscal quarter of the fiscal year beginning after December 15,
1999. Management has not yet completed its analysis of these bulletins
and their impact on the Company's financial statements and disclosures.
6. DEBT AGREEMENT
At June 30, 2000, the Company was not in compliance with certain
financial ratio covenants under its bank revolving credit line (up to
$42,000,000) and term loan ($1,250,000) credit facilities but has
obtained a waiver from the bank through August 31, 2000, which may be
extended to September 20, 2000 provided that the Company has obtained a
commitment on or prior to August 18, 2000 to refinance the credit
facilities and there has been no material adverse change in financial
condition. The Company has classified all debt under these credit
facilities as current on the June 30, 2000 balance sheet. During the
second quarter, the Company began negotiations with another lender to
refinance the bank credit facilities, and the Company anticipates that
it will have a commitment to refinance on or before August 18, 2000,
and that the refinancing will be completed by September 20, 2000.
7
<PAGE> 8
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, information
derived from the Company's unaudited Condensed Consolidated Financial
Statements, expressed as a percentage of net sales. The discussion that
follows the table should be read in conjunction with the unaudited
Condensed Consolidated Financial Statements of the Company.
<TABLE>
PERCENTAGE OF NET SALES
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Goods Sold 77.0% 74.3% 77.4% 75.2%
----- ----- ----- -----
Gross Margin 23.0% 25.7% 22.6% 24.8%
Selling, General and
Administrative Expenses 19.1% 19.8% 24.9% 21.6%
----- ----- ----- -----
Income from Operations 3.9% 5.9% (2.3%) 3.2%
===== ===== ===== =====
</TABLE>
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Net Sales
Net sales for the quarter ended June 30, 2000, decreased $281,971, or
1.2% to $22,918,457 from $23,200,428 for the same period a year ago.
Net sales declined primarily as a result of decreased shipments of
military footwear. This decrease was essentially offset by increased
shipments of outdoor and rubber footwear. Prices were approximately 2%
higher for the first half of 2000 than the prior year.
At June 30, 2000 the Company's backlog was $35 million, which remained
unchanged from the first quarter 2000. It includes solid orders for key
styles of ROCKY(R) branded footwear and particularly strong acceptance
of new footwear, especially styles in recently introduced, Scent
Control SystemTM and Wild WolfTM by Rocky lines. Order backlogs are
subject to timing differences, cancellations and changes, and are not
necessarily reflective of future sales or sales trends.
Gross Margin
Gross margin for the quarter ended June 30, 2000 decreased $687,338 to
$5,276,084 from $5,963,422 for the same period a year ago. As a percent
of net sales, gross margin was 23.0% in the second quarter of 2000
versus 25.7% for the same period in 1999.
8
<PAGE> 9
During the first half of 2000, the Company consolidated its Puerto
Rican manufacturing operations into a single plant with greater
capacity than its two former facilities. The related moving and start
up expenses resulted in lower absorption of manufacturing overhead
which was a substantial factor in the decrease in gross margin.
The Company continued to shift manufacturing to its plants in Puerto
Rico and the Dominican Republic during second quarter 2000. Although
this shift resulted in temporary production inefficiencies, it is
anticipated that gross margin will improve during the second half of
2000 as production increases in response to orders and benefits from
lower cost production in the Company's Carribbean factories are
realized.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses (SG&A) were $4,392,552
for the three months ended June 30, 2000, or $212,883 below the same
period last year. Expressed as a percent of net sales, SG&A declined to
19.1% for the second quarter 2000 from 19.8% in 1999. Specific plans
have been implemented during 2000 to reduce SG&A in total dollars and
as a percentage of net sales versus a year ago. The most significant
impact to date has been in administrative expenses, which were down 28%
for the second quarter 2000 versus the prior year. Factors contributing
to this reduction include, improving efficiencies in the operation of
the new distribution center and a realignment of the sales force with a
renewed emphasis on the Company's core product lines.
Interest Expense
Interest expense for the quarter ended June 30, 2000 decreased $70,214
or 12.9%, to $473,661 versus $543,875 for the same period a year ago.
The decrease in interest expense is a result of a gain on the sale of
an interest rate swap agreement which was partially offset by increased
levels of borrowing and higher rates of interest.
Income Taxes
Income taxes decreased $196,749, or 58.8%, to $138,139 for the three
months ended June 30, 2000, versus $334,888 for the same period a year
ago. The Company's effective tax rate decreased to 28.7% for second
quarter 2000 from 36.3% in 1999. The decrease in the Company's
effective tax rate is due to more income being earned in taxing
locations with lower effective tax rates than in prior periods.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999
Net Sales
Net sales for the six months ended June 30, 2000 increased $934,410 or
2.5% to $37,760,568 versus $36,823,158 for the same period a year ago.
The increase in net sales is due in part to higher shipments of outdoor
and work/occupational footwear during the first half of 2000. Prices
were approximately 2% higher for the first half of 2000 than the prior
year.
9
<PAGE> 10
Gross Margin
Gross margin for the six months ended June 30, 2000 decreased $622,248,
to $8,519,844 versus $9,142,092 for the same period a year ago. As a
percent of net sales, gross margin was 22.6% in the first half of 2000
versus 24.9% for the same period a year ago. During the first half of
2000, the Company consolidated its Puerto Rican manufacturing
operations into a single plant with greater capacity than the two
previous facilities. The related moving and start up expenses resulted
in lower absorption of manufacturing overhead which was a substantial
factor in the decrease in gross margin. It is anticipated that gross
margin will improve during the second half of 2000 as production
increases in response to orders and benefits from lower cost production
in the Company's Carribbean factories are realized.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses (SG&A) for the six months
ended June 30, 2000 were $9,379,462 compared with $7,949,946 for the
same period a year ago. As a percent of net sales, SG&A was 24.8% in
the first half of 2000 versus 21.6% for the same period in 1999. The
increase was primarily the result of increased sales salaries and
related expenses for sales persons added following first quarter 1999,
tradeshow expenses, and costs associated with developing the Company's
key footwear categories. There were also additional depreciation
expenses for the Company's new finished goods distribution center,
which was completed in December 1999. The Company has been implementing
plans during the first half of this year to control and reduce SG&A
expenses. Most of the benefits thus far were realized in lower
administrative expenses for the second quarter 2000 compared to the
same period last year.
Interest Expense
Interest expense for the first six months ended June 30, 2000 increased
$81,041 or 7.7% to $1,131,721 versus $1,050,680 for the same period a
year ago. The increase is a result of rising interest rates and the
completion of mortgage financing for the Company's new distribution
center, warehouse, and corporate office building.
Income Taxes
Income tax benefit increased for the six months ended June 30, 2000 to
$539,000 compared to an income tax expense of $117,148 for 1999. The
Company's effective tax benefit rate of 29.8% for the first half of
2000 compares with 30.6% for the same period last year. The income tax
benefit for first half of 2000 and 1999 is primarily generated from the
Company's domestic operations.
Liquidity and Capital Resources
The Company has principally funded its working capital requirements and
capital expenditures through borrowings under its line of credit and
other indebtedness. Working capital is primarily used to support
changes in accounts receivable and
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<PAGE> 11
inventory as a result of the Company's seasonal business cycle and
business expansion. These requirements are generally lowest in the
months of January through March of each year and highest during the
months of May through October of each year. In addition, the Company
requires financing to support additions to machinery, equipment and
facilities as well as the introduction of new footwear styles.
At June 30, 2000, the Company had working capital of $27,548,557 versus
$48,467,902, at December 31, 1999. The Company has a revolving line of
credit with maximum borrowing limits of $25,000,000 during the period
of January 28th through May 15th of each year, after which the line
increases to $42,000,000 for the remainder of the year. The line of
credit expires May 31, 2003. Changes in the line of credit during the
year match the Company's seasonal requirements for working capital. As
of June 30, 2000, the Company had borrowed $36,060,000 against its
available line of credit of $42,000,000.
At June 30, 2000, the Company was not in compliance with certain
financial ratio covenants under its bank revolving credit line (up to
$42,000,000) and term loan ($1,250,000) credit facilities but has
obtained a waiver from the bank through August 31, 2000, which may be
extended to September 20, 2000 provided that the Company has obtained a
commitment on or prior to August 18, 2000 to refinance the credit
facilities and there has been no material adverse change in financial
condition. The Company has classified all debt under these credit
facilities as current on the June 30, 2000 balance sheet. During the
second quarter, the Company began negotiations with another lender to
refinance the bank credit facilities, and the Company anticipates that
it will have a commitment to refinance on or before August 18, 2000,
and that the refinancing will be completed by September 20, 2000.
The Company reacquired and retired 619,900 common shares for $3,807,300
under its share repurchase program during the six-month period ended
June 30, 1999.
During the first half of 2000 the Company completed mortgage financing
with GE Capital for three of its facilities totaling $6,300,000, with
monthly payments of $63,100 to 2014. The proceeds were used to reduce
borrowings under the revolving line of credit facility.
The Company's cash flow used in operations increased to $8,766,450 in
first half of 2000 from $8,109,967 for the same period in the prior
year. The primary cause of the cash used in operations for the first
half of 2000 and 1999 was due to an increase in accounts receivable and
inventories, which was partially offset by increased accounts payable.
All of the responsible balance sheet fluctuations are normal and
reflect the seasonal nature of the Company's business.
Inventory was 16% lower at $46,284,130 on June 30, 2000 versus
$55,410,080 as of the same date last year. Controlled production
schedules during the past year combined with improved inventory
management contributed to the favorable comparison. The Company's
centralized finished goods distribution center, which became fully
operational in January 2000, is an integral part of the improved
inventory management compared to
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<PAGE> 12
second quarter 1999. The current level of inventory reflects production
activities consistent with the significant backlog at June 30, 2000 for
the fall and winter seasons.
The principal use of cash flows in investing activities for the first
quarters of both 2000 and 1999 has been for investment in property,
plant, and equipment. In the first quarter of 2000, property, plant,
and equipment expenditures were $2,426,000 or $3,401,000 below
expenditures for the same period in 1999. The reduction resulted from
the completion of the Company's new distribution center at year-end
1999.
The Company's cash flows from financing activities reflect the net
increase or decrease in borrowings under its revolving credit facility
and new long-term mortgage facility to finance working capital
requirements and other operating capital expenditures. In addition, in
the first half of 1999, the Company acquired treasury stock in the
amount of $3,807,300.
Capital expenditures for 2000 are expected to be approximately
$3,250,000 for machinery and equipment to support increased production
and for lasts, dies, and patterns for new footwear styles. This amount,
although higher than originally anticipated, is in response to the
initial customer response to Wild Wolf(TM) by Rocky, a new line of
footwear the Company introduced this year. The Company believes it will
be able to finance such additions and meet operating expenditure
requirements in 2000 through available cash on hand, additional
long-term borrowings and operating cash flows.
Inflation
The Company cannot determine the precise effects of inflation; however,
inflation continues to have an influence on the cost of materials,
salaries, and employee benefits. The Company attempts to offset the
effects of inflation through increased selling prices, productivity
improvements, and reduction of costs.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, 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
the intent, belief and expectations of the Company and its management,
and include statements in this Management's Discussion and Analysis of
Financial Condition and Results of Operations regarding the Company's
orders (paragraph 3), future gross margins (paragraphs 5 and 10),
reduction in SG&A (paragraphs 6 and 11), ability to finance its
operations (paragraph 16), and inventory management (paragraph 20).
Investors are cautioned that such statements involve risks and
uncertainties, including, but not limited to, changes in consumer
demand, seasonality, impact of weather, competition, reliance on
suppliers, changing retailing trends, reliance on foreign
manufacturing, changes in tax rates, limited protection of proprietary
technology, and other risks, uncertainties and factors described in the
Company's most recent Annual Report on Form 10-K and other
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<PAGE> 13
filings from time to time with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes since December 31, 1999.
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<PAGE> 14
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
Proposal 1: The election of Class II Directors of the Company, to serve
until the 2002 Annual Meeting of Shareholders or until
their successors are elected and qualified:
<TABLE>
<CAPTION>
Number of Shares Voted
----------------------------------------
WITHHOLD
FOR AUTHORITY TOTAL
--------- --------- ---------
<S> <C> <C> <C>
Leonard L. Brown 3,783,892 92,430 3,876,322
--------- ------ ---------
David Fraedrich 3,783,892 92,430 3,876,322
--------- ------ ---------
Curtis A. Loveland 3,783,892 92,430 3,876,322
--------- ------ ---------
Robert D. Rockey 3,783,892 92,430 3,876,322
</TABLE>
Proposal 2: To ratify the appointment of Deloitte & Touche LLP to serve
as the Company's independent public accountants for the
fiscal year ending December 31, 2000.
<TABLE>
<CAPTION>
Number of Shares Voted
----------------------------------------------------
FOR AGAINST ABSTAINED TOTAL
--------- ------- --------- ---------
<S> <C> <C> <C>
3,869,012 6,060 1,250 3,786,322
----------------------------------------------------
</TABLE>
Item 5. Other Information.
None
14
<PAGE> 15
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The exhibits to this report begin at page 18.
(b) Reports on Form 8-K.
15
<PAGE> 16
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 thereunto duly authorized.
ROCKY SHOES & BOOTS, INC.
Date: August 14, 2000 By: /s/ David Fraedrich
------------------------------------------
David Fraedrich, Executive Vice President,
Treasurer and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
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ROCKY SHOES & BOOTS, INC.
AND SUBSIDIARIES
FORM 10-Q
EXHIBIT INDEX
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EXHIBIT EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
10.1 Promissory Note, dated December 30, 1999, in favor of General
Electric Capital Business Asset Funding Corporation in the
amount of $1,050,000.
10.2 Promissory Note, dated December 30, 1999, in favor of General
Electric Capital 10.3 Business Asset Funding Corporation in
the amount of $1,500,000.
10.3 Promissory Note, dated December 30, 1999, in favor of General
Electric Capital Business Asset Funding Corporation in the
amount of $3,750,000.
10.4 Limited Waiver and Modification Agreement, dated May 14, 2000,
by and among the Registrant, Five Star Enterprises Ltd.,
Lifestyle Footwear, Inc., Bank One, NA, The Huntington
National Bank, and Bank One, NA, as agent.
10.5 Extension of Limited Waiver and Modification Agreement, dated
June 30, 2000, by and among the Registrant, Five Star
Enterprises Ltd., Lifestyle Footwear, Inc., Bank One, NA, The
Huntington National Bank, and Bank One, NA, as agent.
27 Financial Data Schedule
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