Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000895456 | ||
Entity Registrant Name | ROCKY BRANDS, INC. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-34382 | ||
Entity Incorporation, State or Country Code | OH | ||
Entity Tax Identification Number | 31-1364046 | ||
Entity Address, Address Line One | 39 East Canal Street | ||
Entity Address, City or Town | Nelsonville | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 45764 | ||
City Area Code | 740 | ||
Local Phone Number | 753-1951 | ||
Title of 12(b) Security | Common Stock – No Par Value | ||
Trading Symbol | RCKY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 144,843,741 | ||
Entity Common Stock, Shares Outstanding | 7,417,546 | ||
Auditor Firm ID | 358 | ||
Auditor Name | Schneider Downs & Co., Inc. | ||
Auditor Location | Columbus, Ohio |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 4,470 | $ 5,719 | |
Trade receivables – net | 77,028 | 94,953 | |
Contract receivables | 927 | 0 | |
Other receivables | 1,933 | 908 | |
Inventories – net | 169,201 | 235,400 | |
Income tax receivable | 1,253 | 0 | |
Prepaid expenses | 3,361 | 4,067 | |
Total current assets | 258,173 | 341,047 | |
LEASED ASSETS | 7,809 | 11,014 | |
PROPERTY, PLANT & EQUIPMENT – net | 51,976 | 57,359 | |
GOODWILL | [1] | 47,844 | 50,246 |
IDENTIFIED INTANGIBLES – net | 112,618 | 121,782 | |
OTHER ASSETS | 965 | 942 | |
TOTAL ASSETS | 479,385 | 582,390 | |
CURRENT LIABILITIES: | |||
Accounts payable | 49,840 | 69,686 | |
Contract liabilities | 927 | 0 | |
Current Portion of Long-Term Debt | 2,650 | 3,250 | |
Accrued expenses: | |||
Salaries and wages | 1,204 | 1,253 | |
Taxes – other | 925 | 1,325 | |
Accrued freight | 2,284 | 2,413 | |
Commissions | 904 | 1,934 | |
Accrued duty | 5,440 | 6,764 | |
Accrued interest | 2,104 | 2,822 | |
Income tax payable | 0 | 1,172 | |
Other | 5,251 | 5,675 | |
Total current liabilities | 71,529 | 96,294 | |
Long-term debt | 170,480 | 253,646 | |
LONG-TERM TAXES PAYABLE | 169 | 169 | |
LONG-TERM LEASE | 5,461 | 8,216 | |
DEFERRED INCOME TAXES | 7,475 | 8,006 | |
DEFERRED LIABILITIES | 716 | 586 | |
TOTAL LIABILITIES | 255,830 | 366,917 | |
SHAREHOLDERS' EQUITY: | |||
Common stock, no par value; 25,000,000 shares authorized; issued and outstanding December 31, 2023 - 7,412,480; December 31, 2022 - 7,339,011 | 71,973 | 69,752 | |
Retained earnings | 151,582 | 145,721 | |
Total shareholders' equity | 223,555 | 215,473 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 479,385 | $ 582,390 | |
[1]As of December 31, 2023, goodwill allocated to our Wholesale and Retail reporting segments was $23.0 million and $24.8 million, respectively. As of December 31, 2022, goodwill allocated to our Wholesale and Retail reporting segments was $25.4 million and $24.8 million, respectively. No goodwill was allocated to our contract manufacturing segment for either period presented. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares $ / shares in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 7,412,480 | 7,339,011 |
Common stock, shares outstanding (in shares) | 7,412,480 | 7,339,011 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET SALES | $ 461,833 | $ 615,475 | $ 514,227 |
COST OF GOODS SOLD | 283,235 | 390,256 | 319,691 |
GROSS MARGIN | 178,598 | 225,219 | 194,536 |
OPERATING EXPENSES | 143,226 | 181,181 | 158,564 |
INCOME FROM OPERATIONS | 35,372 | 44,038 | 35,972 |
INTEREST EXPENSE AND OTHER – net | (21,218) | (18,270) | (10,603) |
INCOME BEFORE INCOME TAX EXPENSE | 14,154 | 25,768 | 25,369 |
INCOME TAX EXPENSE | 3,728 | 5,303 | 4,810 |
NET INCOME | $ 10,426 | $ 20,465 | $ 20,559 |
INCOME PER SHARE | |||
Basic (in dollars per share) | $ 1.42 | $ 2.8 | $ 2.82 |
Diluted (in dollars per share) | $ 1.41 | $ 2.78 | $ 2.77 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |||
Basic (in shares) | 7,363 | 7,317 | 7,283 |
Diluted (in shares) | 7,381 | 7,369 | 7,409 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Common Stock Including Additional Paid in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total | |
BALANCE (in shares) at Dec. 31, 2020 | 7,248 | ||||
BALANCE at Dec. 31, 2020 | $ 65,971 | $ 0 | $ 113,534 | $ 179,505 | |
Net income | 20,559 | 20,559 | |||
Dividends paid on common stock | [1] | (4,299) | (4,299) | ||
Repurchase of common stock | $ 0 | 0 | 0 | ||
Stock issued for options exercised, including tax benefits (in shares) | 47 | ||||
Stock issued for options exercised, including tax benefits | $ 825 | 825 | |||
Stock compensation expense (in shares) | 7 | ||||
Stock compensation expense | $ 1,265 | 1,265 | |||
BALANCE (in shares) at Dec. 31, 2021 | 7,302 | ||||
BALANCE at Dec. 31, 2021 | $ 68,061 | 0 | 129,794 | 197,855 | |
Net income | 20,465 | 20,465 | |||
Dividends paid on common stock | (4,538) | (4,538) | |||
Repurchase of common stock | $ 0 | 0 | 0 | ||
Stock issued for options exercised, including tax benefits (in shares) | 26 | ||||
Stock issued for options exercised, including tax benefits | $ 461 | 461 | |||
Stock compensation expense (in shares) | 11 | ||||
Stock compensation expense | $ 1,230 | 1,230 | |||
BALANCE (in shares) at Dec. 31, 2022 | 7,339 | ||||
BALANCE at Dec. 31, 2022 | $ 69,752 | 0 | 145,721 | 215,473 | |
Net income | 10,426 | 10,426 | |||
Dividends paid on common stock | (4,565) | (4,565) | |||
Repurchase of common stock | $ 0 | 0 | $ 0 | ||
Stock issued for options exercised, including tax benefits (in shares) | 39 | 38,400 | |||
Stock issued for options exercised, including tax benefits | $ 977 | $ 977 | |||
Stock compensation expense (in shares) | 34 | ||||
Stock compensation expense | $ 1,244 | 1,244 | |||
BALANCE (in shares) at Dec. 31, 2023 | 7,412 | ||||
BALANCE at Dec. 31, 2023 | $ 71,973 | $ 0 | $ 151,582 | $ 223,555 | |
[1]Quarterly dividend was increased from $0.14 per share to $0.155 per share in the third quarter of 2021. |
Consolidated Statement of Sha_2
Consolidated Statement of Shareholders' Equity (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends paid on common stock, per share (in dollars per share) | $ 0.62 | $ 0.62 | $ 0.59 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 10,426 | $ 20,465 | $ 20,559 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 10,939 | 12,320 | 11,342 |
Amortization of debt issuance costs | 853 | 853 | 675 |
Provision for bad debts | 451 | 3,254 | 302 |
Deferred income taxes | (531) | (2,209) | 2,022 |
Loss (gain) on disposal of assets | 231 | (789) | 41 |
Gain on sale of business | (1,341) | 0 | 0 |
Stock compensation expense | 1,244 | 1,230 | 1,265 |
Change in assets and liabilities: | |||
Receivables | 18,150 | 28,222 | (42,245) |
Contract receivables | (927) | 1,062 | 4,108 |
Inventories | 60,034 | (4,986) | (114,226) |
Other current assets | 706 | 440 | (9,791) |
Other assets | 3,182 | 389 | (152) |
Accounts payable | (21,228) | (45,921) | 78,626 |
Accrued and other liabilities | (7,115) | 468 | 2,432 |
Income taxes | (2,425) | 5,387 | (5,313) |
Contract liabilities | 927 | (1,062) | (4,520) |
Net cash provided by (used in) operating activities | 73,576 | 19,123 | (54,875) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of fixed assets | (3,918) | (6,702) | (21,055) |
Proceeds from the sale of assets | 0 | 5,468 | 0 |
Acquisition of business, net of cash acquired | 0 | 0 | (212,408) |
Proceeds from sale of business | 17,300 | 0 | 0 |
Net cash provided by (used in) investing activities | 13,382 | (1,234) | (233,463) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving credit facility | 55,681 | 37,492 | 180,072 |
Repayments on revolving credit facility | (101,900) | (40,263) | (34,000) |
Proceeds from term loan | 0 | 0 | 130,000 |
Repayments on term loan | (38,400) | (11,231) | (2,438) |
Debt issuance costs | 0 | 0 | (4,266) |
Proceeds from stock options | 977 | 461 | 825 |
Dividends paid on common stock | (4,565) | (4,538) | (4,299) |
Net cash (used in) provided by financing activities | (88,207) | (18,079) | 265,894 |
DECREASE IN CASH AND CASH EQUIVALENTS | (1,249) | (190) | (22,444) |
CASH AND CASH EQUIVALENTS: | |||
BEGINNING OF PERIOD | 5,719 | 5,909 | 28,353 |
END OF PERIOD | $ 4,470 | $ 5,719 | $ 5,909 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1. Principles of Consolidation r"), Rocky Brands Canada, Inc. ("Rocky Brands Canada"), Business Activity six Our products are distributed through three Note 19 Estimates Cash and Cash Equivalents three may not Allowance for Credit Losses Trade Receivables December 31, 2023 2022 may 606, December 31, 2023 2022 Concentration of Credit Risk 10% December 31, 2023 2022 Supplier and Labor Concentrations not We source a significant portion of our footwear, apparel and gloves from manufacturers in Asia, primarily in China and Vietnam. We are not Inventories first first Property, Plant and Equipment Years Buildings and improvements 5 - 40 Machinery and equipment 3 - 8 Furniture and fixtures 3 - 8 Lasts, dies, and patterns 3 For income tax purposes, we generally compute depreciation utilizing accelerated methods. Goodwill and Other Intangible Assets - represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Indefinite-lived intangibles include trademarks and trade names. Goodwill and intangible assets deemed to have indefinite lives are not may The Company may first not not not The Company performs its annual testing for goodwill and indefinite-lived intangible asset impairment in the fourth Other intangible assets determined to have a finite life primarily consist of customer relationships and patents, which are amortized over their estimated useful lives using straight-line amortization. We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not For additional details on goodwill and intangible assets, including information related to our annual test, see Note 8 Leases third 2027, Under FASB ASC Topic 842, may twelve not Comprehensive Income two no no Revenue Recognition We recognize wholesale and e-commerce revenue at the time the products are shipped and retail store revenue transactions at the point of sale. The Company's customer contracts do not one Cost of Goods Sold third Advertising - We expense advertising costs as incurred. Advertising expense was approximately $16.6 million, $15.4 million and $17.9 million for 2023 , 2022 and 2021 Shipping Costs - All shipping costs billed to customers have been included in net sales. All outbound shipping costs to customers have been included in operating expenses and totaled approximately $25.1 million, $38.5 million and $25.1 million in 2023 , 2022 and 2021 Stock Compensation Expense - Fair Value Measurements The fair value accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This standard also establishes a three three ● Level 1 ● Level 2 1, not ● Level 3 no The fair values of cash and cash equivalents, receivables, and payables approximated their carrying values because of the short-term nature of these instruments. Receivables consist primarily of amounts due from our customers, net of allowances; amounts due from employees (salespersons’ advances in excess of commissions earned and employee travel advances); other customer receivables, net of allowances; and expected insurance recoveries. The carrying amounts of our long-term credit facilities and other short-term financing obligations also approximate fair value, as they are comparable to the available financing in the marketplace during the year. The fair value of our revolving line of credit is categorized as Level 2. Deferred Compensation Plan Assets and Liabilities December 14, 2018, January 1, 2019. 1 Effective August 18, 2020, second 1 |
Note 2 - Accounting Standards U
Note 2 - Accounting Standards Updates | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 2. Recently Issued Accounting Pronouncements Rocky Brands, Inc. is currently evaluating the impact of certain ASUs on its Consolidated Financial Statements or Notes to the Consolidated Financial Statements: Standard Description Anticipated Adoption Periods Effect on the financial statements or other significant matters ASU 2023 07, 280 This pronouncement is intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analysis. Q4 2024 Q1 2025 We are currently evaluating the impact adopting this standard will have on our Consolidated Financial Statements. ASU 2023 09, 740 The amendments in this update improve the transparency, effectiveness, and comparability of income tax disclosures by requiring ( 1 Q1 2025 We are currently evaluating the impact adopting this standard will have on our Consolidated Financial Statements. In addition to the recently issued accounting pronouncements, the SEC recently issued its final rule regarded climate change disclosures. We are evaluating the impact this final rule will have on our Consolidated Financial Statements. Accounting Standards Adopted in Current Year Standard Description Effect on the financial statements or other significant matters ASU 2016 13, The pronouncement seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We adopted this standard in Q1 2023 not |
Note 3 - Business Acquisition
Note 3 - Business Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. The Performance and Lifestyle Footwear Business of Honeywell International Inc. On January 24, 2021, On March 15, 2021 ( two Note 10 two The Acquisition expanded our brand portfolio to include Muck, XTRATUF, Servus, Ranger and NEOS brands (the "Acquired Brands"). We acquired 100% of the voting interests of certain subsidiaries and additional assets comprising the performance and lifestyle footwear business of Honeywell with the Acquisition. On March 30, 2023, Note 4 September 30, 2022, Note 5 Through the Acquisition, we have greatly enhanced our powerful portfolio of footwear brands and significantly increased our sales and profitability. We acquired a well-run business with a corporate culture and a customer base similar to ours, which provides meaningful growth opportunities within our existing product categories as well as an entry into new market segments. Its innovative and authentic product collections complement our existing offering with minimal overlap, which we believe will allow us to strengthen our wholesale relationships and serve a wider consumer audience. At the same time, we plan to leverage our existing advanced fulfillment capabilities to improve distribution of the Acquired Brands to wholesale customers and accelerate direct-to-consumer penetration. In connection with the Acquisition, we also entered into employment agreements with seven seven We acquired multiple leases through the Acquisition including the lease of our Rock Island and China manufacturing facilities and an office building lease in Westwood, Massachusetts. We closed the Rock Island manufacturing Facility in September 2023 December 2022. The Acquisition contributed net sales of $161.9 million, $242.8 million, and $179.0 million to our consolidated operating results for the years ended December 31, 2023, 2022 2021, December 31, 2023, 2022 2021, Acquisition-related costs Costs incurred to complete and integrate the Acquisition are expensed as incurred and included in "operating expenses" in the accompanying consolidated statements of operations. During the years ended December 31, 2023, 2022, 2021 Purchase Price Allocation The Acquisition has been accounted for under the business combinations accounting guidance. As a result, we have applied acquisition accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date. The aggregate closing price noted above was allocated to the major categories of assets acquired and liabilities assumed based on their fair values at the Acquisition Date using primarily Level 2 3 2 3 The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill was as follows: ($ in thousands) Fair Value Cash $ 2,655 Accounts receivable (1) 36,734 Inventories (2) 41,057 Property, plant and equipment 16,243 Goodwill (3) 50,246 Intangible assets 98,620 Other assets 1,250 Accounts payable (18,108 ) Accrued expenses (13,634 ) Total identifiable net assets 215,063 Cash acquired (2,655 ) Total cash paid, net of cash acquired $ 212,408 ( 1 ( 2 twelve December 31, 2021, ( 3 Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. These unaudited pro forma results are presented for information purposes only and are not December 31, 2021. twelve December 31, 2023, 2022 2021, Year Ended December 31, ($ in thousands, except per share amount) 2023 2022 2021 Net sales $ 461,833 $ 615,475 $ 552,905 Net income $ 12,518 $ 23,250 $ 40,248 Diluted earnings per share $ 1.70 $ 3.16 $ 5.43 |
Note 4 - Sale of Servus Brand a
Note 4 - Sale of Servus Brand and Related Assets | 12 Months Ended |
Dec. 31, 2023 | |
Servus Brand [Member] | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 4. On March 30, 2023, twelve December 31, 2023. |
Note 5 - Sale of Neos Brand and
Note 5 - Sale of Neos Brand and Related Assets | 12 Months Ended |
Dec. 31, 2023 | |
NEOS Brand [Member] | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 5. On September 30, 2022, September 30, 2022. twelve December 31, 2022 . Fixed assets, customer relationships and tradenames sold in connection with the sale of the NEOS brand resulted in reduction of operating expenses of approximately $0.7 million recorded in the accompanying consolidated statement of operations for the twelve December 31, 2022 . |
Note 6 - Inventories
Note 6 - Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 6. Inventories are comprised of the following: December 31, December 31, ($ in thousands) 2023 2022 Raw materials $ 16,774 $ 16,541 Work-in-process 912 933 Finished goods 151,515 217,926 Total $ 169,201 $ 235,400 In accordance with ASC 606, ntories was approximatel December 31, 2023 December 31, 2022 |
Note 7 - Property, Plant, and E
Note 7 - Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 7. Property, plant, and equipment is comprised of the following: December 31, December 31, ($ in thousands) 2023 2022 Land $ 972 $ 972 Buildings 37,581 37,601 Machinery and equipment 61,148 60,942 Furniture and fixtures 2,006 2,022 Lasts, dies and patterns 11,271 13,973 Construction work-in-progress 8,453 11,798 Total 121,431 127,308 Less - accumulated depreciation (69,455 ) (69,949 ) Net Fixed Assets $ 51,976 $ 57,359 We incurred approximately $8.1 million, $9.2 million, and $8.8 million in depreciation expense for 2023 2022 2021 |
Note 8 - Goodwill and Other Int
Note 8 - Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 8. Goodwill and indefinite-lived intangibles are tested for impairment at least annually by comparing the estimated fair values of our reporting units and indefinite-lived intangible assets to their respective carrying values. For goodwill, we estimated the fair value of each reporting unit by weighing the results of the income and market approaches. These valuation approaches consider a number of factors that include, but are not The fair value of our trade names was determined based on the income approach using the Relief from Royalty Method. This method requires us to estimate the future revenues for the related brands, the appropriate royalty rate, and the weighted-average cost of capital. We consider the assumptions used in our determination of the estimated fair value of our reporting units and indefinite-lived intangible assets to be reasonable and comparable to those that would be used by other marketplace participants; however, actual events and results could differ substantially from the estimates used in our valuations. These assumptions include, among other things, estimating future cash flows, including projected revenue and operating results, as well as selecting appropriate discount rates, pricing multiples, and an assumed royalty rate. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the fair value of our goodwill and other intangible assets, the revision could result in a non-cash impairment charge that could have a material impact on our financial results. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, expected growth rates, cost containment and margin expansion, business plans, market position, and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances such as supply chain disruptions and the loss of key customers could negatively affect key assumptions used for the recent fair value test and potentially result in goodwill impairment. After completing our annual impairment test for each reporting unit and our indefinite-lived intangible assets during the fourth 2023 2022, We did not first 2023 2022. The amount of our goodwill that is deductible for tax purposes is $47.0 million. The changes in the carrying amount of goodwill are as follows: ($ in thousands) 2023 2022 Goodwill balance at beginning of the year $ 50,246 $ 50,246 Sale of Business (1) (2,402 ) - Goodwill balance at end of the year (2) $ 47,844 $ 50,246 ( 1 December 31, 2023, Note 4 ( 2 December 31, 2023, December 31, 2022, A schedule of identified intangible assets is as follows: Gross Accumulated Carrying ($ in thousands) Amount Amortization Amount December 31, 2023 Trademarks (1) $ 78,654 - $ 78,654 Patents 895 $ 845 50 Customer relationships (2) 41,659 7,745 33,914 Total Intangibles $ 121,208 $ 8,590 $ 112,618 ( 1 zero March 30, 2023 Note 4 ( 2 March 30, 2023 Note 4 Gross Accumulated Carrying ($ in thousands) Amount Amortization Amount December 31, 2022 Trademarks (1) $ 81,199 - $ 81,199 Patents 895 $ 826 69 Customer relationships (2) 46,006 5,492 40,514 Total Intangibles $ 128,100 $ 6,318 $ 121,782 ( 1 $0.6 December 31, 2022 d (see Note 5 ). ( 2 December 31, 2022 and (see Note 5 ). The weighted average remaining life for our patents is 6.0 years. A schedule of approximate amortization expense related to finite-lived intangible assets for the twelve December 31, 2023 2022 2021 Twelve Months Ended December 31, ($ in thousands) 2023 2022 2021 Amortization expense $ 2,878 $ 3,131 $ 2,514 A schedule of approximate expected remaining amortization expense related to finite-lived intangible assets for the years ending December 31 Amortization ($ in thousands) Expense 2024 2,795 2025 2,790 2026 2,788 2027 2,785 2028 2,781 2029+ 20,025 |
Note 9 - Other Assets
Note 9 - Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Other Assets Disclosure [Text Block] | 9. Other assets consist of the following: December 31, December 31, ($ in thousands) 2023 2022 Long-term deposits $ 556 $ 607 NQDC plan assets 409 335 Total $ 965 $ 942 |
Note 10 - Long-term Debt
Note 10 - Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 10. LONG-TERM DEBT On March 15, 2021, June 30, 2021. 4.00, 4.00, 3.00, 3.00, June 2022, second second November 2022. November 2022, June 2023 May 2023, fourth October 2023, sixth June 30, 2025, Our Term Facility is collateralized by a second first March 15, 2026. On March 15, 2021, may December 2021, June 2022, June 2022, December 31, 2022, November 2022, third first October 2023, fifth December 31, 2023, Interest expense was approximately $22.7 million, $18.3 million and $10.6 million, respectively, for the years ended December 31, 2023 2022 2021 The ABL Facility is collateralized by first second March 15, 2026. Revolver Pricing Level Average Availability as a Percentage of Commitments Base Rate Term SOFR Loan Base Rate for FILO Term SOFR FILO Loans I > 66.7% 0.00 % 1.25 % 0.50 % 1.75 % II >33.3% and < or equal to 66.7% 0.00 % 1.50 % 0.50 % 2.00 % III < or equal to 33.3% 0.25 % 1.75 % 0.75 % 2.25 % ( 1 Tier II applied until June 30, 2021. In connection with the Term Facility and ABL Facility, we had to pay certain fees that were capitalized and will be amortized over the life of each respective loan. In addition, the ABL Facility requires us to pay an annual collateral management fee in the amount of $75,000 due on each anniversary of the ABL Facility issuance date, until it matures. Current and long-term debt consisted of the following: December 31, December 31, ($ in thousands) 2023 2022 Term Facility that matures in 2026 with an effective interest rate of 13.20 12.14 $ 77,932 $ 116,332 ABL Facility that matures in 2026: SOFR borrowings with an effective interest rate of 7.31 5.47 83,144 140,000 Prime borrowings with an effective interest rate of 8.75 7.27 13,938 3,301 Total debt 175,014 259,633 Less: Unamortized debt issuance costs (1,884 ) (2,737 ) Total debt, net of debt issuance costs 173,130 256,896 Less: Debt maturing within one year (2,650 ) (3,250 ) Long-term debt $ 170,480 $ 253,646 Credit Facility Covenants The Term Facility contains restrictive covenants which require us to maintain a maximum total leverage ratio and a minimum fixed charge coverage ratio, as defined in the agreement. We are in compliance with all Term Facility covenants as of December 31, 2023 . Our ABL Facility contains a restrictive covenant which requires us to maintain a fixed charge coverage ratio upon a triggering event taking place (as defined in the ABL Facility agreement). During the twelve December 31, 2023 , there were no not |
Note 11 - Leases
Note 11 - Leases | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 11. The operating ROU assets and operating lease liabilities as of December 31, 2023 December 31, 2022 December 31, December 31, ($ in thousands) 2023 2022 Financial Statement Line Item Assets: Operating ROU Assets $ 7,809 $ 11,014 Leased assets Liabilities: Current Operating $ 2,628 $ 3,071 Other accrued expenses Noncurrent Operating 5,461 8,216 Long-term lease Total leased liabilities $ 8,089 $ 11,287 Maturities of our operating lease liabilities are as follows: Operating ($ in thousands) Leases 2024 $ 2,810 2025 2,727 2026 2,359 2027 503 2028 67 Total lease payments 8,466 Less: Interest (377 ) Present value of lease liabilities $ 8,089 For the twelve December 31, 2023 December 31, 2022 December 31, December 31, 2023 2022 Weighted-average remaining lease term (years) Operating leases 2.1 2.8 Weighted-average discount rate Operating leases 2.6 % 1.4 % For the twelve December 31, 2023 December 31, 2022 December 31, 2021 December 31, December 31, December 31, ($ in thousands) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,853 $ 1,492 $ 1,230 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 628 $ 2,786 $ 13,186 The breakdown of rent expense for our operating leases for the twelve December 31, 2023 December 31, 2022 Twelve Months Ended December 31, December 31, December 31, ($ in thousands) 2023 2022 2021 Financial Statement Line Item Operating lease expenses - Manufacturing & Sourcing (1) $ 2,826 $ 784 $ 813 Cost of goods sold Operating lease expenses (1) 1,617 4,595 1,417 Operating expenses Total lease expenses $ 4,443 $ 5,379 $ 2,230 ( 1 twelve December 31, 2023 December 31, 2022 December 31, 2021 |
Note 12 - Benefit Plan
Note 12 - Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | 12. We sponsor a 401 six one Our approximate contributions to the 401 ($ in thousands) 2023 2022 2022 401k plan sponsor contributions $ 1,531 $ 1,798 $ 1,311 Deferred Compensation Plans The Executive Deferred Compensation Plan, which became effective January 1, 2019, Under the Executive Deferred Compensation Plan, participants may December 31 no 100% may ten 60 60, 30 The deferrals are held in a separate trust, which has been established by the Company to administer the Executive Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a "Rabbi Trust"). The assets held by the trust were approximately $0.4 million and $0.3 million as of December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 In 2020, second August 18, 2020 Under the Dominican Plan, key employees will receive a set dollar amount, as defined in the agreement, at the later of five 65. 30 five not not million and $ million December 31, 2023 December 31, 2022 |
Note 13 - Taxes
Note 13 - Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. We account for income taxes in accordance with the accounting standard for "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred income taxes have been provided for the temporary differences between the financial reporting and the income tax basis of the Company’s assets and liabilities by applying enacted statutory tax rates applicable to future years to the basis differences. A breakdown of our income tax expense (benefit) for the years ended December 31 ($ in thousands) 2023 2022 2021 Federal: Current $ 3,877 $ 5,993 $ 1,554 Deferred (977 ) (1,417 ) 1,729 Total Federal 2,900 4,576 3,283 State & local: Current 262 1,415 833 Deferred 123 (247 ) (176 ) Total State & local 385 1,168 657 Foreign Current 106 182 907 Deferred 337 (623 ) (37 ) Total Foreign 443 (441 ) 870 Total $ 3,728 $ 5,303 $ 4,810 A reconciliation of recorded Federal income tax expense to the expected expense computed by applying the applicable Federal statutory rate for all periods to income before income taxes follows: Year Ended December 31, ($ in thousands) 2023 2022 2021 Expected expense at statutory rate $ 2,975 $ 5,414 $ 5,327 Increase (decrease) in income taxes resulting from: Exempt income from Dominican Republic operations due to tax holiday (476 ) (632 ) (1,238 ) Tax Rate Differential effect of Foreign Operations 106 160 45 Tax on repatriated earnings from Dominican Republic operations 190 316 941 State and local income taxes 407 734 222 Foreign Tax Credit (227 ) (348 ) (547 ) Meals and entertainment 66 5 2 Nondeductible penalties 3 6 3 Provision to return filing adjustments 684 (352 ) 55 Total $ 3,728 $ 5,303 $ 4,810 Deferred income taxes recorded in the Consolidated Balance Sheets at December 31, 2023 2022 ($ in thousands) 2023 2022 Deferred tax assets: Asset valuation allowances and accrued expenses $ 1,651 $ 2,257 Inventories 2,428 3,300 State and local income taxes 305 293 Pension and deferred compensation 54 42 Net operating losses 866 794 163(J) Interest limitation 4,644 1,077 Lease asset 1,853 2,608 Total deferred tax assets 11,801 10,371 Valuation allowances (355 ) - Total deferred tax assets 11,446 10,371 Deferred tax liabilities: Fixed assets 4,166 4,490 Intangible assets 11,713 10,262 Other assets 748 793 Tollgate tax on Lifestyle earnings 228 228 State and local income taxes 280 59 Lease Liability 1,786 2,545 Total deferred tax liabilities 18,921 18,377 Net deferred tax liability $ 7,475 $ 8,006 The valuation allowance as of December 31, 2023 We have provided Puerto Rico tollgate taxes on approximately $3.7 million of accumulated undistributed earnings of Lifestyle prior to the fiscal year ended June 30, 1994, 2001, June 30, 1994; no million of tollgate tax would be due as of December 31, 2023. We are subject to tax examinations in various taxing jurisdictions. The earliest exam years open for examination are as follows: Earliest Exam Year Taxing Authority Jurisdiction: U.S. Federal 2020 Various U.S. States 2019 Puerto Rico (U.S. Territory) 2018 Canada 2018 China 2020 Mexico 2021 United Kingdom 2021 Australia 2021 Our policy is to accrue interest and penalties on any uncertain tax position as a component of income tax expense. As of December 31, 2023 not 12 Accounting for uncertainty in income taxes requires financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. Under this guidance, income tax positions must meet a more-likely-than- not not no |
Note 14 - Shareholders' Equity
Note 14 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 14. Repurchase of Common Stock Our previous shareholder repurchase program expired on March 4, 2022. not Preferred Shares The Company has authorized 250,000 shares of voting preferred stock with no par value. No shares are issued or outstanding. Also, the Company has authorized 250,000 shares of non-voting preferred stock with no par value. Of these, 125,000 shares have been designated Series A non-voting convertible preferred stock with a stated value of $0.06 December 31, 2023 2022 |
Note 15 - Share-based Compensat
Note 15 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 15. On May 7, 2014, 2014 May 2021 "2014 2014 may 2014 December 31, 2023 ed to issue shares und 2014 On January 24, 2021, 2021 "2021 seven 2021 not 5635 December 31, 2023 , no shares were available for grant under the 2021 Stock Options There were no options granted for the year ended December 31, 2023. December 31: 2022 2021 Assumptions: Risk-free interest rate 0.82 % 0.32 % Expected dividend yield 2.15 % 1.18 % Expected volatility of Rocky's common stock 54.70 % 51.87 % Expected option term (years) 5.1 5.6 Weighted-average grant date fair value per share $ 12.85 $ 12.16 For the years ended December 31, 2023 2022 ($ in thousands) 2023 2022 2021 Share-based compensation expense $ 1,244 $ 1,230 $ 1,265 Tax benefit 302 221 192 The following summarizes stock option activity for the year ended December 31, 2023 Weighted Weighted Average Average Remaining Aggregate ($ amounts are per share) Shares Exercise Price Actual Term Intrinsic Value Options outstanding at January 1, 2023 341,436 $ 28.87 Issued - - Exercised (38,400 ) 25.44 Forfeited or expired (37,950 ) 32.05 Options outstanding at December 31, 2023 265,086 $ 38.92 4.3 $ 909,038 Expected to vest 61,550 $ 32.79 7.1 $ 74,333 Exercisable at December 31, 2023 203,536 $ 27.75 3.5 $ 834,705 For the years ended December 31, 2023 2022 2021 Restricted Stock Units The following table summarizes the status of the Company's restricted stock units and activity as of December 31, 2023 Restricted Stock Units Weighted-Average Grant Date ($ amounts are per share) Quantity Fair Value Per Share Nonvested at January 1, 2023 1,954 $ 12.79 Granted 40,812 23.89 Vested (651 ) 12.79 Forfeited (9,703 ) 23.70 Nonvested at December 31, 2023 32,412 $ 23.49 As of December 31, 2023 mately $ million with on period of years. During the years ended December 31, 2023 2022 2021 |
Note 16 - Earnings Per Share
Note 16 - Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 16. Basic earnings per share ("EPS") is computed by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding during each period. The diluted earnings per share computation includes common share equivalents, when dilutive. A reconciliation of the shares used in the basic and diluted income per common share computation for the years ended December 31, Twelve Months Ended December 31, (shares in thousands) 2023 2022 2021 Basic - weighted average shares outstanding 7,363 7,317 7,283 Dilutive restricted share units 5 - - Dilutive stock options 13 52 126 Diluted - weighted average shares outstanding 7,381 7,369 7,409 Anti-dilutive securities 229 162 25 |
Note 17 - Revenue
Note 17 - Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 17. Nature of Performance Obligations Our products are distributed through three 10,000 Significant Accounting Policies and Judgements Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this generally occurs upon shipment of our product to our customer, which is when the transfer of control of our product passes to the customer. The duration of our arrangements with our customers are typically one Revenues from sales are recorded at the net sales price, which includes estimates of variable consideration for which reserves are established. Components of variable consideration include prompt payment discounts, volume rebates and product returns. These reserves, as detailed below, are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). The amount of variable consideration which is included in the transaction price may not not December 31, 2023 may When a customer has a right to a prompt payment discount, we estimate the likelihood that the customer will earn the discount using historical data and adjust our estimate when the estimate of the likelihood that a customer will earn the discount changes or the consideration becomes fixed, whichever occurs earlier. The estimated amount of variable consideration is recognized as a credit to trade receivables and a reduction in revenue until the uncertainty of the variable consideration is alleviated. Because most of our customers have payment terms less than six not When a customer is offered a rebate on purchases retroactively, this is accounted for as variable consideration because the consideration for the current and past purchases is not When a right of return is part of the arrangement with the customer, we estimate the expected returns based on an analysis using historical data. We adjust our estimate either when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed, whichever occurs earlier. Please see Note 1 Note 6 Trade receivables represent our right to unconditional payment that only relies on the passage of time. Contract receivables represent contractual minimum payments required under non-cancellable contracts with the U.S. Military and other customers with a duration of one Contract liabilities are performance obligations that we expect to satisfy or relieve within the next twelve Items considered immaterial within the context of the contract are recognized as an expense. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction, that are collected from customers, are excluded from revenue. Costs associated with our manufacturer’s warranty continue to be recognized as expense when the products are sold in accordance with guidance surrounding product warranties. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in operating expenses. This treatment is consistent with how we accounted for these costs in prior periods. Costs associated with obtaining a contract are expensed as incurred in accordance with the practical expedient in ASC 340 40 one Contract Liabilities The following table provides information about contract liabilities from contracts with our customers. December 31, December 31, ($ in thousands) 2023 2022 Contract liabilities $ 927 $ - Significant changes in the contract liabilities balance during the period are as follows: ($ in thousands) Contract liabilities Balance, December 31, 2022 - Non-cancelable contracts with customers entered into during the period $ 2,990 Revenue recognized related to non-cancelable contracts with customers during the period (2,063 ) Balance, December 31, 2023 $ 927 Disaggregation of Revenue All revenues are recognized at a point in time when control of our products pass to the customer at point of shipment. Because all revenues are recognized at a point in time and are disaggregated by channel, our segment disclosures are consistent with ASC 606 Note 19 |
Note 18 - Supplemental Cash Flo
Note 18 - Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 18. Supplemental cash flow for the years ended December 31, Twelve Months Ended December 31, ($ in thousands) 2023 2022 2021 Interest paid $ 13,302 $ 17,501 $ 7,930 Federal, state, and local income taxes paid, net $ 6,656 $ 1,930 $ 8,638 Change in contract receivables, net $ (927 ) $ 1,062 $ 4,108 Change in contract liabilities, net $ 927 $ (1,062 ) $ (4,520 ) Property, plant, and equipment purchases in accounts payable $ 881 $ 976 $ 2,191 |
Note 19 - Segment Information
Note 19 - Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 19. Reportable Segments three Wholesale. Retail. third first Contract Manufacturing. The following is a summary of segment results for the Wholesale, Retail, and Contract Manufacturing segments for the years ended December 31: Year Ended December 31, ($ in thousands) 2023 2022 2021 NET SALES: Wholesale $ 337,019 $ 484,779 $ 391,070 Retail 116,960 115,354 94,658 Contract Manufacturing 7,854 15,342 28,499 Total Net Sales $ 461,833 $ 615,475 $ 514,227 GROSS MARGIN: Wholesale $ 119,485 $ 165,059 $ 140,166 Retail 58,391 57,817 47,792 Contract Manufacturing 722 2,343 6,578 Total Gross Margin $ 178,598 $ 225,219 $ 194,536 Segment asset information is not Product Group Information December 31: ($ in thousands) 2023 % of Sales 2022 % of Sales 2021 % of Sales Work footwear $ 198,096 42.9 % $ 256,162 41.6 % $ 280,235 54.5 % Outdoor footwear 130,424 28.2 183,121 29.8 76,031 14.8 Western 70,374 15.2 108,697 17.7 87,425 17.0 Duty and commercial military footwear 50,482 10.9 46,177 7.5 39,715 7.7 Military footwear 7,999 1.7 15,342 2.5 22,767 4.4 Other 3,103 0.7 3,581 0.6 5,149 1.0 Apparel 1,355 0.3 2,395 0.4 2,905 0.6 $ 461,833 100.0 % $ 615,475 100.0 % $ 514,227 100.0 % Net sales to foreign countries represented approximately 5.1% of net sales in 2023 2022 2021 The net book value of fixed assets located outside of the U.S. totaled $11.9 million at December 31, 2023 imately $3.9 mill y $8.0 mil |
Note 20 - Restructuring Charges
Note 20 - Restructuring Charges | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 20. In 2023 , we completed a cost savings review aimed at operating efficiencies to better position us for profitable growth. Following the integration of the Acquired Brands, we identified a number of operational synergies and cost savings opportunities, including a reduction in workforce. In addition to the accrued expenses below, we incurred December 31, 2023 For the year ended December 31, 2023 Employee Severance, Benefits and Related Costs Twelve Months Ended December 31, ($ in thousands) 2023 2022 Accrued expenses, beginning of period $ 381 - Restructuring charges 1,486 $ 1,201 Cash payments (885 ) (820 ) Accrued expenses, end of period $ 982 $ 381 |
Note 21 - Commitments and Conti
Note 21 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 21. We are, from time to time, a party to litigation which arises in the normal course of business. Although the ultimate resolution of pending proceedings cannot be determined, in the opinion of management, the resolution of such proceedings in the aggregate will not Litigation We are currently party to litigation with a manufacturing supplier of the Acquired Brands. While it is not not not not 450 30, Gain Contingency In June 2022, 2021 2022. December 31, 2023 December 31, 2022. not |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B. Trading Plans During the three December 31, 2023, no 16a 1 10b5 1 10b5 1 408 |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Schedule II - Consolidated Valu
Schedule II - Consolidated Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | ROCKY BRANDS, INC. AND SUBSIDIARIES Schedule II Consolidated Valuation and Qualifying Accounts for the Years Ended December 31, 2023 2022 2021 ($ in thousands) Balance at Additions Beginning of Charged to Costs Balance at End Description Period and Expenses Deductions of Period ALLOWANCE FOR CREDIT LOSSES Year ended December 31, 2023 $ 3,473 $ 451 $ (2,153 ) (1) $ 1,771 Year ended December 31, 2022 $ 613 $ 3,254 $ (394 ) (1) $ 3,473 Year ended December 31, 2021 $ 242 $ 302 $ 69 (1) $ 613 VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS Year ended December 31, 2023 $ - $ 355 $ - $ 355 Year ended December 31, 2022 $ - $ - $ - $ - Year ended December 31, 2021 $ 298 $ - $ (298 ) $ - ALLOWANCE FOR DISCOUNTS AND RETURNS Year ended December 31, 2023 $ 1,455 $ 38,577 $ (37,901 ) $ 2,131 Year ended December 31, 2022 $ 2,515 $ 41,374 $ (42,434 ) $ 1,455 Year ended December 31, 2021 $ 1,818 $ 26,454 $ (25,757 ) $ 2,515 ( 1 Amount charged off, net of recoveries |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation r"), Rocky Brands Canada, Inc. ("Rocky Brands Canada"), |
Business Activity [Policy Text Block] | Business Activity six Our products are distributed through three Note 19 |
Use of Estimates, Policy [Policy Text Block] | Estimates |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents three may not |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Credit Losses |
Accounts Receivable [Policy Text Block] | Trade Receivables December 31, 2023 2022 may 606, December 31, 2023 2022 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk 10% December 31, 2023 2022 Supplier and Labor Concentrations not We source a significant portion of our footwear, apparel and gloves from manufacturers in Asia, primarily in China and Vietnam. We are not |
Inventory, Policy [Policy Text Block] | Inventories first first |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Years Buildings and improvements 5 - 40 Machinery and equipment 3 - 8 Furniture and fixtures 3 - 8 Lasts, dies, and patterns 3 For income tax purposes, we generally compute depreciation utilizing accelerated methods. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Other Intangible Assets - represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Indefinite-lived intangibles include trademarks and trade names. Goodwill and intangible assets deemed to have indefinite lives are not may The Company may first not not not The Company performs its annual testing for goodwill and indefinite-lived intangible asset impairment in the fourth Other intangible assets determined to have a finite life primarily consist of customer relationships and patents, which are amortized over their estimated useful lives using straight-line amortization. We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not For additional details on goodwill and intangible assets, including information related to our annual test, see Note 8 |
Lessee, Leases [Policy Text Block] | Leases third 2027, Under FASB ASC Topic 842, may twelve not |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income two no no |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition We recognize wholesale and e-commerce revenue at the time the products are shipped and retail store revenue transactions at the point of sale. The Company's customer contracts do not one |
Cost of Goods and Service [Policy Text Block] | Cost of Goods Sold third |
Advertising Cost [Policy Text Block] | Advertising - We expense advertising costs as incurred. Advertising expense was approximately $16.6 million, $15.4 million and $17.9 million for 2023 , 2022 and 2021 |
Shipping Costs [Policy Text Block] | Shipping Costs - All shipping costs billed to customers have been included in net sales. All outbound shipping costs to customers have been included in operating expenses and totaled approximately $25.1 million, $38.5 million and $25.1 million in 2023 , 2022 and 2021 |
Share-Based Payment Arrangement [Policy Text Block] | Stock Compensation Expense - |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The fair value accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This standard also establishes a three three ● Level 1 ● Level 2 1, not ● Level 3 no The fair values of cash and cash equivalents, receivables, and payables approximated their carrying values because of the short-term nature of these instruments. Receivables consist primarily of amounts due from our customers, net of allowances; amounts due from employees (salespersons’ advances in excess of commissions earned and employee travel advances); other customer receivables, net of allowances; and expected insurance recoveries. The carrying amounts of our long-term credit facilities and other short-term financing obligations also approximate fair value, as they are comparable to the available financing in the marketplace during the year. The fair value of our revolving line of credit is categorized as Level 2. |
Deferred Compensation Plan Assets and Liabilities [Policy Text Block] | Deferred Compensation Plan Assets and Liabilities December 14, 2018, January 1, 2019. 1 Effective August 18, 2020, second 1 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Property, Plant and Equipment Estimated Useful Life [Table Text Block] | Years Buildings and improvements 5 - 40 Machinery and equipment 3 - 8 Furniture and fixtures 3 - 8 Lasts, dies, and patterns 3 For income tax purposes, we generally compute depreciation utilizing accelerated methods. |
Note 3 - Business Acquisition (
Note 3 - Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ($ in thousands) Fair Value Cash $ 2,655 Accounts receivable (1) 36,734 Inventories (2) 41,057 Property, plant and equipment 16,243 Goodwill (3) 50,246 Intangible assets 98,620 Other assets 1,250 Accounts payable (18,108 ) Accrued expenses (13,634 ) Total identifiable net assets 215,063 Cash acquired (2,655 ) Total cash paid, net of cash acquired $ 212,408 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, ($ in thousands, except per share amount) 2023 2022 2021 Net sales $ 461,833 $ 615,475 $ 552,905 Net income $ 12,518 $ 23,250 $ 40,248 Diluted earnings per share $ 1.70 $ 3.16 $ 5.43 |
Note 6 - Inventories (Tables)
Note 6 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, ($ in thousands) 2023 2022 Raw materials $ 16,774 $ 16,541 Work-in-process 912 933 Finished goods 151,515 217,926 Total $ 169,201 $ 235,400 |
Note 7 - Property, Plant, and_2
Note 7 - Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, ($ in thousands) 2023 2022 Land $ 972 $ 972 Buildings 37,581 37,601 Machinery and equipment 61,148 60,942 Furniture and fixtures 2,006 2,022 Lasts, dies and patterns 11,271 13,973 Construction work-in-progress 8,453 11,798 Total 121,431 127,308 Less - accumulated depreciation (69,455 ) (69,949 ) Net Fixed Assets $ 51,976 $ 57,359 |
Note 8 - Goodwill and Other I_2
Note 8 - Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | ($ in thousands) 2023 2022 Goodwill balance at beginning of the year $ 50,246 $ 50,246 Sale of Business (1) (2,402 ) - Goodwill balance at end of the year (2) $ 47,844 $ 50,246 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross Accumulated Carrying ($ in thousands) Amount Amortization Amount December 31, 2023 Trademarks (1) $ 78,654 - $ 78,654 Patents 895 $ 845 50 Customer relationships (2) 41,659 7,745 33,914 Total Intangibles $ 121,208 $ 8,590 $ 112,618 Gross Accumulated Carrying ($ in thousands) Amount Amortization Amount December 31, 2022 Trademarks (1) $ 81,199 - $ 81,199 Patents 895 $ 826 69 Customer relationships (2) 46,006 5,492 40,514 Total Intangibles $ 128,100 $ 6,318 $ 121,782 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | Twelve Months Ended December 31, ($ in thousands) 2023 2022 2021 Amortization expense $ 2,878 $ 3,131 $ 2,514 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization ($ in thousands) Expense 2024 2,795 2025 2,790 2026 2,788 2027 2,785 2028 2,781 2029+ 20,025 |
Note 9 - Other Assets (Tables)
Note 9 - Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Other Assets, Noncurrent [Table Text Block] | December 31, December 31, ($ in thousands) 2023 2022 Long-term deposits $ 556 $ 607 NQDC plan assets 409 335 Total $ 965 $ 942 |
Note 10 - Long-term Debt (Table
Note 10 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Qualitative Measure of Debt Facility [Table Text Block] | Revolver Pricing Level Average Availability as a Percentage of Commitments Base Rate Term SOFR Loan Base Rate for FILO Term SOFR FILO Loans I > 66.7% 0.00 % 1.25 % 0.50 % 1.75 % II >33.3% and < or equal to 66.7% 0.00 % 1.50 % 0.50 % 2.00 % III < or equal to 33.3% 0.25 % 1.75 % 0.75 % 2.25 % |
Schedule of Debt [Table Text Block] | December 31, December 31, ($ in thousands) 2023 2022 Term Facility that matures in 2026 with an effective interest rate of 13.20 12.14 $ 77,932 $ 116,332 ABL Facility that matures in 2026: SOFR borrowings with an effective interest rate of 7.31 5.47 83,144 140,000 Prime borrowings with an effective interest rate of 8.75 7.27 13,938 3,301 Total debt 175,014 259,633 Less: Unamortized debt issuance costs (1,884 ) (2,737 ) Total debt, net of debt issuance costs 173,130 256,896 Less: Debt maturing within one year (2,650 ) (3,250 ) Long-term debt $ 170,480 $ 253,646 |
Note 11 - Leases (Tables)
Note 11 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Operating Lease, Assets and Liabilities, Lessee [Table Text Block] | December 31, December 31, ($ in thousands) 2023 2022 Financial Statement Line Item Assets: Operating ROU Assets $ 7,809 $ 11,014 Leased assets Liabilities: Current Operating $ 2,628 $ 3,071 Other accrued expenses Noncurrent Operating 5,461 8,216 Long-term lease Total leased liabilities $ 8,089 $ 11,287 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Operating ($ in thousands) Leases 2024 $ 2,810 2025 2,727 2026 2,359 2027 503 2028 67 Total lease payments 8,466 Less: Interest (377 ) Present value of lease liabilities $ 8,089 |
Lease, Cost [Table Text Block] | December 31, December 31, 2023 2022 Weighted-average remaining lease term (years) Operating leases 2.1 2.8 Weighted-average discount rate Operating leases 2.6 % 1.4 % December 31, December 31, December 31, ($ in thousands) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,853 $ 1,492 $ 1,230 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 628 $ 2,786 $ 13,186 Twelve Months Ended December 31, December 31, December 31, ($ in thousands) 2023 2022 2021 Financial Statement Line Item Operating lease expenses - Manufacturing & Sourcing (1) $ 2,826 $ 784 $ 813 Cost of goods sold Operating lease expenses (1) 1,617 4,595 1,417 Operating expenses Total lease expenses $ 4,443 $ 5,379 $ 2,230 |
Note 12 - Benefit Plan (Tables)
Note 12 - Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Defined Contribution Plan Disclosures [Table Text Block] | ($ in thousands) 2023 2022 2022 401k plan sponsor contributions $ 1,531 $ 1,798 $ 1,311 |
Note 13 - Taxes (Tables)
Note 13 - Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ($ in thousands) 2023 2022 2021 Federal: Current $ 3,877 $ 5,993 $ 1,554 Deferred (977 ) (1,417 ) 1,729 Total Federal 2,900 4,576 3,283 State & local: Current 262 1,415 833 Deferred 123 (247 ) (176 ) Total State & local 385 1,168 657 Foreign Current 106 182 907 Deferred 337 (623 ) (37 ) Total Foreign 443 (441 ) 870 Total $ 3,728 $ 5,303 $ 4,810 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, ($ in thousands) 2023 2022 2021 Expected expense at statutory rate $ 2,975 $ 5,414 $ 5,327 Increase (decrease) in income taxes resulting from: Exempt income from Dominican Republic operations due to tax holiday (476 ) (632 ) (1,238 ) Tax Rate Differential effect of Foreign Operations 106 160 45 Tax on repatriated earnings from Dominican Republic operations 190 316 941 State and local income taxes 407 734 222 Foreign Tax Credit (227 ) (348 ) (547 ) Meals and entertainment 66 5 2 Nondeductible penalties 3 6 3 Provision to return filing adjustments 684 (352 ) 55 Total $ 3,728 $ 5,303 $ 4,810 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ($ in thousands) 2023 2022 Deferred tax assets: Asset valuation allowances and accrued expenses $ 1,651 $ 2,257 Inventories 2,428 3,300 State and local income taxes 305 293 Pension and deferred compensation 54 42 Net operating losses 866 794 163(J) Interest limitation 4,644 1,077 Lease asset 1,853 2,608 Total deferred tax assets 11,801 10,371 Valuation allowances (355 ) - Total deferred tax assets 11,446 10,371 Deferred tax liabilities: Fixed assets 4,166 4,490 Intangible assets 11,713 10,262 Other assets 748 793 Tollgate tax on Lifestyle earnings 228 228 State and local income taxes 280 59 Lease Liability 1,786 2,545 Total deferred tax liabilities 18,921 18,377 Net deferred tax liability $ 7,475 $ 8,006 |
Summary of Income Tax Examinations [Table Text Block] | Earliest Exam Year Taxing Authority Jurisdiction: U.S. Federal 2020 Various U.S. States 2019 Puerto Rico (U.S. Territory) 2018 Canada 2018 China 2020 Mexico 2021 United Kingdom 2021 Australia 2021 |
Note 15 - Share-based Compens_2
Note 15 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2022 2021 Assumptions: Risk-free interest rate 0.82 % 0.32 % Expected dividend yield 2.15 % 1.18 % Expected volatility of Rocky's common stock 54.70 % 51.87 % Expected option term (years) 5.1 5.6 Weighted-average grant date fair value per share $ 12.85 $ 12.16 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | ($ in thousands) 2023 2022 2021 Share-based compensation expense $ 1,244 $ 1,230 $ 1,265 Tax benefit 302 221 192 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate ($ amounts are per share) Shares Exercise Price Actual Term Intrinsic Value Options outstanding at January 1, 2023 341,436 $ 28.87 Issued - - Exercised (38,400 ) 25.44 Forfeited or expired (37,950 ) 32.05 Options outstanding at December 31, 2023 265,086 $ 38.92 4.3 $ 909,038 Expected to vest 61,550 $ 32.79 7.1 $ 74,333 Exercisable at December 31, 2023 203,536 $ 27.75 3.5 $ 834,705 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Restricted Stock Units Weighted-Average Grant Date ($ amounts are per share) Quantity Fair Value Per Share Nonvested at January 1, 2023 1,954 $ 12.79 Granted 40,812 23.89 Vested (651 ) 12.79 Forfeited (9,703 ) 23.70 Nonvested at December 31, 2023 32,412 $ 23.49 |
Note 16 - Earnings Per Share (T
Note 16 - Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Twelve Months Ended December 31, (shares in thousands) 2023 2022 2021 Basic - weighted average shares outstanding 7,363 7,317 7,283 Dilutive restricted share units 5 - - Dilutive stock options 13 52 126 Diluted - weighted average shares outstanding 7,381 7,369 7,409 Anti-dilutive securities 229 162 25 |
Note 17 - Revenue (Tables)
Note 17 - Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | December 31, December 31, ($ in thousands) 2023 2022 Contract liabilities $ 927 $ - |
Revenue, Initial Application Period, Cumulative Effect Transition [Table Text Block] | ($ in thousands) Contract liabilities Balance, December 31, 2022 - Non-cancelable contracts with customers entered into during the period $ 2,990 Revenue recognized related to non-cancelable contracts with customers during the period (2,063 ) Balance, December 31, 2023 $ 927 |
Note 18 - Supplemental Cash F_2
Note 18 - Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Twelve Months Ended December 31, ($ in thousands) 2023 2022 2021 Interest paid $ 13,302 $ 17,501 $ 7,930 Federal, state, and local income taxes paid, net $ 6,656 $ 1,930 $ 8,638 Change in contract receivables, net $ (927 ) $ 1,062 $ 4,108 Change in contract liabilities, net $ 927 $ (1,062 ) $ (4,520 ) Property, plant, and equipment purchases in accounts payable $ 881 $ 976 $ 2,191 |
Note 19 - Segment Information (
Note 19 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, ($ in thousands) 2023 2022 2021 NET SALES: Wholesale $ 337,019 $ 484,779 $ 391,070 Retail 116,960 115,354 94,658 Contract Manufacturing 7,854 15,342 28,499 Total Net Sales $ 461,833 $ 615,475 $ 514,227 GROSS MARGIN: Wholesale $ 119,485 $ 165,059 $ 140,166 Retail 58,391 57,817 47,792 Contract Manufacturing 722 2,343 6,578 Total Gross Margin $ 178,598 $ 225,219 $ 194,536 |
Schedule of Product Information [Table Text Block] | ($ in thousands) 2023 % of Sales 2022 % of Sales 2021 % of Sales Work footwear $ 198,096 42.9 % $ 256,162 41.6 % $ 280,235 54.5 % Outdoor footwear 130,424 28.2 183,121 29.8 76,031 14.8 Western 70,374 15.2 108,697 17.7 87,425 17.0 Duty and commercial military footwear 50,482 10.9 46,177 7.5 39,715 7.7 Military footwear 7,999 1.7 15,342 2.5 22,767 4.4 Other 3,103 0.7 3,581 0.6 5,149 1.0 Apparel 1,355 0.3 2,395 0.4 2,905 0.6 $ 461,833 100.0 % $ 615,475 100.0 % $ 514,227 100.0 % |
Note 20 - Restructuring Charg_2
Note 20 - Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Employee Severance, Benefits and Related Costs Twelve Months Ended December 31, ($ in thousands) 2023 2022 Accrued expenses, beginning of period $ 381 - Restructuring charges 1,486 $ 1,201 Cash payments (885 ) (820 ) Accrued expenses, end of period $ 982 $ 381 |
Schedule II - Consolidated Va_2
Schedule II - Consolidated Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Valuation and Qualifying Accounts Disclosure [Table Text Block] | Balance at Additions Beginning of Charged to Costs Balance at End Description Period and Expenses Deductions of Period ALLOWANCE FOR CREDIT LOSSES Year ended December 31, 2023 $ 3,473 $ 451 $ (2,153 ) (1) $ 1,771 Year ended December 31, 2022 $ 613 $ 3,254 $ (394 ) (1) $ 3,473 Year ended December 31, 2021 $ 242 $ 302 $ 69 (1) $ 613 VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS Year ended December 31, 2023 $ - $ 355 $ - $ 355 Year ended December 31, 2022 $ - $ - $ - $ - Year ended December 31, 2021 $ 298 $ - $ (298 ) $ - ALLOWANCE FOR DISCOUNTS AND RETURNS Year ended December 31, 2023 $ 1,455 $ 38,577 $ (37,901 ) $ 2,131 Year ended December 31, 2022 $ 2,515 $ 41,374 $ (42,434 ) $ 1,455 Year ended December 31, 2021 $ 1,818 $ 26,454 $ (25,757 ) $ 2,515 |
Note 1 - Basis of Presentatio_3
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) Pure in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounts Receivable, Allowance for Credit Loss | $ 1,800 | $ 3,500 | |
Contract with Customer, Refund Liability | 1,500 | 2,100 | |
Advertising Expense | 16,600 | 15,400 | $ 17,900 |
Operating Expenses | 143,226 | 181,181 | 158,564 |
Shipping and Handling [Member] | |||
Operating Expenses | $ 25,100 | $ 38,500 | $ 25,100 |
Minimum [Member] | |||
Revenue From Contract /with Customer, Payment Term (Day) | 30 days | ||
Maximum [Member] | |||
Revenue From Contract /with Customer, Payment Term (Day) | 120 days | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Number of Major Customers | 0 | 0 |
Note 1 - Basis of Presentatio_4
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - Property, Plant and Equipment Useful Life (Details) | Dec. 31, 2023 |
Lasts, Dies and Patterns [Member] | |
Estimated useful lives (Year) | 3 years |
Minimum [Member] | Building Improvements [Member] | |
Estimated useful lives (Year) | 5 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Estimated useful lives (Year) | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Estimated useful lives (Year) | 3 years |
Maximum [Member] | Building Improvements [Member] | |
Estimated useful lives (Year) | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Estimated useful lives (Year) | 8 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Estimated useful lives (Year) | 8 years |
Note 3 - Business Acquisition_2
Note 3 - Business Acquisition (Details Textual) - Honeywell International, Inc. [Member] - USD ($) $ in Millions | 12 Months Ended | 13 Months Ended | ||||
Mar. 15, 2021 | Jan. 24, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Business Combination, Consideration Transferred, Total | $ 207 | $ 212 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5.4 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 25,000 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 161.9 | $ 242.8 | $ 179 | |||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 16.4 | 9.3 | 16.5 | |||
Business Combination, Acquisition Related Costs | $ 2.8 | $ 3.5 | 11.9 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables, Allowance for Doubtful Accounts | $ 0.6 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | $ 3.5 | $ 3.5 |
Note 3 - Acquisition - Consider
Note 3 - Acquisition - Consideration Paid for the Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 15, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Goodwill (3) | $ 47,844 | [1] | $ 50,246 | [1] | $ 50,246 | ||
Total cash paid, net of cash acquired | $ 0 | $ 0 | $ 212,408 | ||||
Honeywell International, Inc. [Member] | |||||||
Cash | $ 2,655 | ||||||
Accounts receivable (1) | [2] | 36,734 | |||||
Inventories (2) | [3] | 41,057 | |||||
Property, plant and equipment | 16,243 | ||||||
Goodwill (3) | [4] | 50,246 | |||||
Intangible assets | 98,620 | ||||||
Other assets | 1,250 | ||||||
Accounts payable | (18,108) | ||||||
Accrued expenses | (13,634) | ||||||
Total identifiable net assets | 215,063 | ||||||
Cash acquired | (2,655) | ||||||
Total cash paid, net of cash acquired | $ 212,408 | ||||||
[1]As of December 31, 2023, goodwill allocated to our Wholesale and Retail reporting segments was $23.0 million and $24.8 million, respectively. As of December 31, 2022, goodwill allocated to our Wholesale and Retail reporting segments was $25.4 million and $24.8 million, respectively. No goodwill was allocated to our contract manufacturing segment for either period presented.[2]The recorded amount for accounts receivable considers expected uncollectible amounts of approximately $0.6 million in its determination of fair value.[3]Fair value of finished goods inventories included step up value of approximately $3.5 million, all of which was expensed during the twelve months ended December 31, 2021, and is included in "Cost of Goods Sold" in the accompanying consolidated statement of operations.[4]Goodwill largely consists of the acquired workforce, expected costs synergies and economies of scale resulting from the Acquisition. |
Note 3 - Acquisition - Unaudite
Note 3 - Acquisition - Unaudited Pro Forma Financial Information (Details) - Honeywell International, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net sales | $ 461,833 | $ 615,475 | $ 552,905 |
Net income | $ 12,518 | $ 23,250 | $ 40,248 |
Diluted earnings per share (in dollars per share) | $ 1.7 | $ 3.16 | $ 5.43 |
Note 4 - Sale of Servus Brand_2
Note 4 - Sale of Servus Brand and Related Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from Divestiture of Businesses | $ 17,300 | $ 0 | $ 0 | |
Gain (Loss) on Disposition of Business | 1,341 | $ 0 | $ 0 | |
Servus Brand [Member] | Servus Brand [Member] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 19,000 | |||
Proceeds from Divestiture of Businesses | 17,300 | |||
Disposal Group, Including Discontinued Operation, Deferred Consideration | $ 1,700 | |||
Gain (Loss) on Disposition of Business | $ 1,300 |
Note 5 - Sale of Neos Brand a_2
Note 5 - Sale of Neos Brand and Related Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from Divestiture of Businesses | $ 17,300 | $ 0 | $ 0 | |
NEOS Brand [Member] | SureWerx [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||
Disposal Group, Including Discontinued Operation, Consideration | 5,800 | |||
Proceeds from Divestiture of Businesses | $ 5,500 | |||
Disposal Group, Including Discontinued Operation, Consideration, Remaining Balance Deposited With Escrow Agent | 300 | |||
NEOS Brand [Member] | SureWerx [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Sales [Member] | ||||
Disposal Group, Including Discontinued Operation, Revenue From Sale of Inventory | 3,600 | |||
NEOS Brand [Member] | SureWerx [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Cost of Sales [Member] | ||||
Disposal Group, Including Discontinued Operation, Cost of Inventory | 2,400 | |||
NEOS Brand [Member] | SureWerx [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Operating Expense [Member] | ||||
Reduction in Operating Expense From Sale of Assets in Disposal Group, Including Discontinued Operation | $ 700 |
Note 6 - Inventories (Details T
Note 6 - Inventories (Details Textual) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Contract with Customer, Returns Reserve Asset | $ 0.8 | $ 1.1 |
Note 6 - Inventories - Schedule
Note 6 - Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Raw materials | $ 16,774 | $ 16,541 |
Work-in-process | 912 | 933 |
Finished goods | 151,515 | 217,926 |
Total | $ 169,201 | $ 235,400 |
Note 7 - Property, Plant, and_3
Note 7 - Property, Plant, and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation | $ 8.1 | $ 9.2 | $ 8.8 |
Note 7 - Property, Plant, and_4
Note 7 - Property, Plant, and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Land | $ 972 | $ 972 |
Buildings | 37,581 | 37,601 |
Machinery and equipment | 61,148 | 60,942 |
Furniture and fixtures | 2,006 | 2,022 |
Lasts, dies and patterns | 11,271 | 13,973 |
Construction work-in-progress | 8,453 | 11,798 |
Total | 121,431 | 127,308 |
Less - accumulated depreciation | (69,455) | (69,949) |
Net Fixed Assets | $ 51,976 | $ 57,359 |
Note 8 - Goodwill and Other I_3
Note 8 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 30, 2023 | Mar. 29, 2023 | Sep. 29, 2022 | Dec. 31, 2021 | ||||
Goodwill, Impairment Loss | $ 0 | $ 0 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 47,000 | ||||||||
Goodwill | 47,844 | [1] | 50,246 | [1] | $ 50,246 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 8,590 | 6,318 | |||||||
Trademarks [Member] | |||||||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | [2] | 78,654 | 81,199 | ||||||
Trademarks [Member] | NEOS Brand [Member] | |||||||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 0 | $ 600 | |||||||
Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Assets, Gross | [3] | 41,659 | |||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 7,745 | [3] | 5,492 | [4] | |||||
Finite-Lived Intangible Assets, Net | [3] | 33,914 | |||||||
Customer Relationships [Member] | NEOS Brand [Member] | |||||||||
Finite-Lived Intangible Assets, Gross | 900 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 100 | ||||||||
Finite-Lived Intangible Assets, Net | 0 | ||||||||
Patents [Member] | |||||||||
Finite-Lived Intangible Assets, Gross | 895 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 845 | $ 826 | |||||||
Finite-Lived Intangible Assets, Net | $ 50 | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 6 years | ||||||||
Servus Brand [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||
Indefinite-Lived Trade Names | $ 0 | $ 2,500 | |||||||
Finite-Lived Intangible Assets, Gross | 4,300 | ||||||||
NEOS Brand [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Assets, Gross | $ 0 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 600 | ||||||||
Wholesale [Member] | |||||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 20% | 20% | |||||||
Goodwill | $ 23,000 | $ 25,400 | |||||||
Retail [Member] | |||||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 20% | 20% | |||||||
Goodwill | $ 24,800 | $ 24,800 | |||||||
Contract Manufacturing [Member] | |||||||||
Goodwill | $ 0 | $ 0 | |||||||
[1]As of December 31, 2023, goodwill allocated to our Wholesale and Retail reporting segments was $23.0 million and $24.8 million, respectively. As of December 31, 2022, goodwill allocated to our Wholesale and Retail reporting segments was $25.4 million and $24.8 million, respectively. No goodwill was allocated to our contract manufacturing segment for either period presented.[2]NEOS trademarks were reduced from approximately $0.6 million to zero at December 31, 2022 as a result of the sale of the NEOS bran d (see Note 5 ).[3]Customer relationships relating to the Servus brand of approximately $4.3 million and related amortization of approximately $0.6 million were reduced to zero at March 30, 2023 as a result of the sale of the Servus brand (see Note 4).[4]Customer relationships relating to the NEOS brand of approximately $0.9 million and related amortization of approximately $0.1 million were reduced to zero at December 31, 2022 as a result of the sale of the NEOS br and (see Note 5 ). |
Note 8 - Goodwill and Other I_4
Note 8 - Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Goodwill balance at beginning of the year | $ 50,246 | [1] | $ 50,246 | |
Sale of Business (1) | [2] | (2,402) | 0 | |
Goodwill balance at end of the year (2) | [1] | $ 47,844 | $ 50,246 | |
[1]As of December 31, 2023, goodwill allocated to our Wholesale and Retail reporting segments was $23.0 million and $24.8 million, respectively. As of December 31, 2022, goodwill allocated to our Wholesale and Retail reporting segments was $25.4 million and $24.8 million, respectively. No goodwill was allocated to our contract manufacturing segment for either period presented.[2]Relates to the divesture of the Servus brand during the year ended December 31, 2023, see Note 4 for additional information. |
Note 8 - Goodwill and Other I_5
Note 8 - Goodwill and Other Intangible Assets - Identified Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 8,590 | $ 6,318 | |||
Total Intangibles | 121,208 | 128,100 | |||
Carrying amount | 112,618 | 121,782 | |||
Patents [Member] | |||||
Finite-Lived Intangible Assets, Gross | 895 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 845 | 826 | |||
Finite-Lived Intangible Assets, Net | 50 | ||||
Total Intangibles | 895 | ||||
Carrying amount | 69 | ||||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets, Gross | [1] | 41,659 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 7,745 | [1] | 5,492 | [2] | |
Finite-Lived Intangible Assets, Net | [1] | 33,914 | |||
Total Intangibles | [2] | 46,006 | |||
Carrying amount | [2] | 40,514 | |||
Trademarks [Member] | |||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | [3] | $ 78,654 | $ 81,199 | ||
[1]Customer relationships relating to the Servus brand of approximately $4.3 million and related amortization of approximately $0.6 million were reduced to zero at March 30, 2023 as a result of the sale of the Servus brand (see Note 4).[2]Customer relationships relating to the NEOS brand of approximately $0.9 million and related amortization of approximately $0.1 million were reduced to zero at December 31, 2022 as a result of the sale of the NEOS br and (see Note 5 ).[3]NEOS trademarks were reduced from approximately $0.6 million to zero at December 31, 2022 as a result of the sale of the NEOS bran d (see Note 5 ). |
Note 8 - Goodwill and Other I_6
Note 8 - Goodwill and Other Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization expense | $ 2,878 | $ 3,131 | $ 2,514 |
Note 8 - Goodwill and Other I_7
Note 8 - Goodwill and Other Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024 | $ 2,795 |
2025 | 2,790 |
2026 | 2,788 |
2027 | 2,785 |
2028 | 2,781 |
2029+ | $ 20,025 |
Note 9 - Other Assets - Other A
Note 9 - Other Assets - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term deposits | $ 556 | $ 607 |
NQDC plan assets | 409 | 335 |
Total | $ 965 | $ 942 |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 01, 2022 | Jul. 01, 2021 | Mar. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Jul. 01, 2022 | |
Interest Expense, Debt | $ 22,700,000 | $ 18,300,000 | $ 10,600,000 | ||||||
Term Facility [Member] | |||||||||
Debt Instrument, Face Amount | $ 130,000,000 | ||||||||
Debt Instrument SOFR Floor | 1% | ||||||||
Term Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 7% | 7% | |||||||
Debt Instrument, Basis Spread on Variable Rate if Total Average Leverage Ratio is Greater or Equal to 4.00 | 7.50% | ||||||||
Debt Instrument, Basis Spread on Variable Rate if Total Average Leverage Ratio is Less Than 4.00 But Greater Than 3.00 | 7% | ||||||||
Debt Instrument, Basis Spread on Variable Rate if Total Average Leverage Ratio is Less Than 3.00 | 6.50% | ||||||||
Term Facility [Member] | Prime Rate [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate if Total Average Leverage Ratio is Greater or Equal to 4.00 | 6.50% | ||||||||
Debt Instrument, Basis Spread on Variable Rate if Total Average Leverage Ratio is Less Than 4.00 But Greater Than 3.00 | 6% | ||||||||
Debt Instrument, Basis Spread on Variable Rate if Total Average Leverage Ratio is Less Than 3.00 | 5.50% | ||||||||
Term Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 7.50% | ||||||||
The ABL Facility [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000,000 | 200,000,000 | $ 175,000,000 | $ 175,000,000 | $ 165,000,000 | ||||
Line of Credit Facility, Additional Borrowing Capacity upon Request | 50,000,000 | ||||||||
Line of Credit Facility, Increase in Maximum Borrowing Capacity | $ 25,000,000 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 31,100,000 | ||||||||
Debt Instrument, Collateral Fee | 75,000 | ||||||||
The ABL Facility [Member] | Letter of Credit [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 |
Note 10 - Long-term Debt - Debt
Note 10 - Long-term Debt - Debt Facility Information (Details) - Revolving Credit Facility [Member] | Mar. 15, 2021 | [1] |
Commitments Above 66.7% [Member] | Base Rate [Member] | The ABL Facility [Member] | ||
Rate | 0% | |
Commitments Above 66.7% [Member] | Base Rate [Member] | The ABL Facility FILO Borrowings [Member] | ||
Rate | 0.50% | |
Commitments Above 66.7% [Member] | London Interbank Offered Rate LIBOR 1 [Member] | The ABL Facility [Member] | ||
Rate | 1.25% | |
Commitments Above 66.7% [Member] | London Interbank Offered Rate LIBOR 1 [Member] | The ABL Facility FILO Borrowings [Member] | ||
Rate | 1.75% | |
Commitmeents Between 33.3% and 66.7% [Member] | Base Rate [Member] | The ABL Facility [Member] | ||
Rate | 0% | |
Commitmeents Between 33.3% and 66.7% [Member] | Base Rate [Member] | The ABL Facility FILO Borrowings [Member] | ||
Rate | 0.50% | |
Commitmeents Between 33.3% and 66.7% [Member] | London Interbank Offered Rate LIBOR 1 [Member] | The ABL Facility [Member] | ||
Rate | 1.50% | |
Commitmeents Between 33.3% and 66.7% [Member] | London Interbank Offered Rate LIBOR 1 [Member] | The ABL Facility FILO Borrowings [Member] | ||
Rate | 2% | |
Commitments Below 33.3% [Member] | Base Rate [Member] | The ABL Facility [Member] | ||
Rate | 0.25% | |
Commitments Below 33.3% [Member] | Base Rate [Member] | The ABL Facility FILO Borrowings [Member] | ||
Rate | 0.75% | |
Commitments Below 33.3% [Member] | London Interbank Offered Rate LIBOR 1 [Member] | The ABL Facility [Member] | ||
Rate | 1.75% | |
Commitments Below 33.3% [Member] | London Interbank Offered Rate LIBOR 1 [Member] | The ABL Facility FILO Borrowings [Member] | ||
Rate | 2.25% | |
[1]Tier II applied until June 30, 2021. |
Note 10 - Long-term Debt - Curr
Note 10 - Long-term Debt - Current and Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term debt, gross | $ 175,014 | $ 259,633 |
Less: Unamortized debt issuance costs | (1,884) | (2,737) |
Total debt, net of debt issuance costs | 173,130 | 256,896 |
Less: Debt maturing within one year | (2,650) | (3,250) |
Long-term debt | 170,480 | 253,646 |
Term Facility [Member] | ||
Long-term debt, gross | 77,932 | 116,332 |
The ABL Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||
Long-term debt, gross | 83,144 | 140,000 |
The ABL Facility [Member] | Prime Rate [Member] | ||
Long-term debt, gross | $ 13,938 | $ 3,301 |
Note 10 - Long-term Debt - Cu_2
Note 10 - Long-term Debt - Current and Long-term Debt (Details) (Parentheticals) | Dec. 31, 2023 | Dec. 31, 2022 |
Term Facility [Member] | ||
Interest rate | 13.20% | 12.14% |
The ABL Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||
Interest rate | 7.31% | 5.47% |
The ABL Facility [Member] | Prime Rate [Member] | ||
Interest rate | 8.75% | 7.27% |
Note 11 - Leases (Details Textu
Note 11 - Leases (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Lease, Cost | $ 0.5 | $ 2.2 | $ 1.3 |
Note 11- Leases - Operating Lea
Note 11- Leases - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
LEASED ASSETS | $ 7,809 | $ 11,014 |
Operating | 5,461 | 8,216 |
Total leased liabilities | 8,089 | 11,287 |
Other accrued expenses [Member] | ||
Operating | $ 2,628 | |
Other Current Liabilities [Member] | ||
Operating | $ 3,071 |
Note 11 - Leases - Maturity of
Note 11 - Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
2024 | $ 2,810 | |
2025 | 2,727 | |
2026 | 2,359 | |
2027 | 503 | |
2028 | 67 | |
Total lease payments | 8,466 | |
Less: Interest | (377) | |
Present value of lease liabilities | $ 8,089 | $ 11,287 |
Note 11 - Leases - Lease Cost (
Note 11 - Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating leases, weighted-average remaining lease term (Year) | 2 years 1 month 6 days | 2 years 9 months 18 days | ||
Operating leases, weighted-average discount rate | 2.60% | 1.40% | ||
Operating cash flows from operating leases | $ 2,853 | $ 1,492 | $ 1,230 | |
Operating leases | 628 | 2,786 | 13,186 | |
Operating lease expenses | 4,443 | 5,379 | 2,230 | |
Cost of Sales [Member] | ||||
Operating lease expenses | [1] | 2,826 | 784 | 813 |
Operating Expense [Member] | ||||
Operating lease expenses | [1] | $ 1,617 | $ 4,595 | $ 1,417 |
[1]Includes short-term lease expenses of approximately $0.5 million, $2.2 million and $1.3 million for the twelve months ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively. |
Note 12 - Benefit Plan (Details
Note 12 - Benefit Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 0.25% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1% | |
Deferred Compensation Arrangement with Individual, Maximum Base Compensation Deferral Rate | 75% | |
Deferred Compensation Arrangement with Individual, Maximum Other Compensation Deferral Rate | 100% | |
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 3% | |
Deferred Compensation Plan Assets | $ 409 | $ 335 |
Deferred Compensation Liability, Current and Noncurrent | 200 | 100 |
The Dominican Plan [Member] | ||
Deferred Compensation Liability, Current and Noncurrent | $ 300 | $ 200 |
Note 12 - Benefit Plan - Contri
Note 12 - Benefit Plan - Contributions to 401(k) Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
401k plan sponsor contributions | $ 1,531 | $ 1,798 | $ 1,311 |
Note 13 - Taxes (Details Textua
Note 13 - Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 1994 | |
Undistributed Earnings of Domestic Subsidiaries | $ 3,700 | |
Foreign Earnings Repatriated | $ 200 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total | 0 | |
Unrecognized Tax Benefits, Ending Balance | $ 0 |
Note 13 - Taxes - Income Tax Ex
Note 13 - Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | $ 3,877 | $ 5,993 | $ 1,554 |
Deferred | (977) | (1,417) | 1,729 |
Total Federal | 2,900 | 4,576 | 3,283 |
Current | 262 | 1,415 | 833 |
Deferred | 123 | (247) | (176) |
Total State & local | 385 | 1,168 | 657 |
Current | 106 | 182 | 907 |
Deferred | 337 | (623) | (37) |
Total Foreign | 443 | (441) | 870 |
Total | $ 3,728 | $ 5,303 | $ 4,810 |
Note 13 - Taxes - Reconciliatio
Note 13 - Taxes - Reconciliation of Federal Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expected expense at statutory rate | $ 2,975 | $ 5,414 | $ 5,327 |
Exempt income from Dominican Republic operations due to tax holiday | (476) | (632) | (1,238) |
Tax Rate Differential effect of Foreign Operations | 106 | 160 | 45 |
Tax on repatriated earnings from Dominican Republic operations | 190 | 316 | 941 |
State and local income taxes | 407 | 734 | 222 |
Foreign Tax Credit | (227) | (348) | (547) |
Meals and entertainment | 66 | 5 | 2 |
Nondeductible penalties | 3 | 6 | 3 |
Provision to return filing adjustments | 684 | (352) | 55 |
Total | $ 3,728 | $ 5,303 | $ 4,810 |
Note 13 - Taxes - Deferred Inco
Note 13 - Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Asset valuation allowances and accrued expenses | $ 1,651 | $ 2,257 |
Inventories | 2,428 | 3,300 |
State and local income taxes | 305 | 293 |
Pension and deferred compensation | 54 | 42 |
Net operating losses | 866 | 794 |
163(J) Interest limitation | 4,644 | 1,077 |
Lease asset | 1,853 | 2,608 |
Total deferred tax assets | 11,801 | 10,371 |
Valuation allowances | (355) | 0 |
Total deferred tax assets | 11,446 | 10,371 |
Fixed assets | 4,166 | 4,490 |
Intangible assets | 11,713 | 10,262 |
Other assets | 748 | 793 |
Tollgate tax on Lifestyle earnings | 228 | 228 |
State and local income taxes | 280 | 59 |
Lease Liability | 1,786 | 2,545 |
Total deferred tax liabilities | 18,921 | 18,377 |
Net deferred tax liability | $ 7,475 | $ 8,006 |
Note 13 - Taxes - Tax Examinati
Note 13 - Taxes - Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Domestic Tax Authority [Member] | |
Open tax year | 2020 2021 2022 2023 |
State and Local Jurisdiction [Member] | |
Open tax year | 2019 2020 2021 2022 2023 |
Foreign Tax Authority [Member] | Departamento de Hacienda de Puerto Rico [Member] | |
Open tax year | 2018 2019 2020 2021 2022 2023 |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | |
Open tax year | 2018 2019 2020 2021 2022 2023 |
Foreign Tax Authority [Member] | State Administration of Taxation, China [Member] | |
Open tax year | 2020 2021 2022 2023 |
Foreign Tax Authority [Member] | Mexican Tax Authority [Member] | |
Open tax year | 2021 2022 2023 |
Foreign Tax Authority [Member] | United Kingdom Tax Authority [Member] | |
Open tax year | 2021 2022 2023 |
Foreign Tax Authority [Member] | Australian Taxation Office [Member] | |
Open tax year | 2021 2022 2023 |
Note 14 - Shareholders' Equity
Note 14 - Shareholders' Equity (Details Textual) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Shares Authorized (in shares) | 250,000 | |
Preferred Stock, No Par Value (in dollars per share) | $ 0 | |
Preferred Stock, Shares Issued, Total (in shares) | 0 | |
Preferred Stock, Shares Outstanding (in shares) | 0 | |
Non-voting Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized (in shares) | 250,000 | |
Preferred Stock, No Par Value (in dollars per share) | $ 0 | |
Series A Non-voting Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized (in shares) | 125,000 | |
Preferred Stock, Shares Issued, Total (in shares) | 0 | 0 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.06 | |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Note 15 - Share-based Compens_3
Note 15 - Share-based Compensation (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 24, 2021 | May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | ||||
Proceeds from Stock Options Exercised | $ 977 | $ 461 | $ 825 | ||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in shares) | 34,418 | 10,762 | 6,868 | ||
Non-qualified Stock Options [Member] | Key Employees [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 25,000 | ||||
Non-vested Stock Options and Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,100 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years | ||||
The 2014 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 600,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,100,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 502,325 |
Note 15 - Share-based Compens_4
Note 15 - Share-based Compensation - Assumptions (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Risk-free interest rate | 0.82% | 0.32% |
Expected dividend yield | 2.15% | 1.18% |
Expected volatility of Rocky's common stock | 54.70% | 51.87% |
Expected option term (years) (Year) | 5 years 1 month 6 days | 5 years 7 months 6 days |
Weighted-average grant date fair value per share (in dollars per share) | $ 12.85 | $ 12.16 |
Note 15 - Share-based Compens_5
Note 15 - Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation expense | $ 1,244 | $ 1,230 | $ 1,265 |
Tax benefit | $ 302 | $ 221 | $ 192 |
Note 15 - Share-based Compens_6
Note 15 - Share-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Options outstanding (in shares) | shares | 341,436 |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 28.87 |
Issued (in shares) | shares | 0 |
Issued, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Exercised (in shares) | shares | (38,400) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 25.44 |
Forfeited or expired (in shares) | shares | (37,950) |
Forfeited or expired, weighted average exercise price (in dollars per share) | $ / shares | $ 32.05 |
Options outstanding (in shares) | shares | 265,086 |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 38.92 |
Options outstanding, weighted average remaining term (Year) | 4 years 3 months 18 days |
Options outstanding, intrinsic value | $ | $ 909,038 |
Expected to vest (in shares) | shares | 61,550 |
Expected to vest, weighted average exercise price (in dollars per share) | $ / shares | $ 32.79 |
Expected to vest, weighted average remaining term (Year) | 7 years 1 month 6 days |
Expected to vest, intrinsic value | $ | $ 74,333 |
Exercisable (in shares) | shares | 203,536 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 27.75 |
Exercisable, weighted average remaining term (Year) | 3 years 6 months |
Exercisable, intrinsic value | $ | $ 834,705 |
Note 15 - Share-based Compens_7
Note 15 - Share-based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Nonvested (in shares) | shares | 1,954 |
Nonvested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 12.79 |
Granted (in shares) | shares | 40,812 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.89 |
Vested (in shares) | shares | (651) |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 12.79 |
Forfeited (in shares) | shares | (9,703) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.7 |
Nonvested (in shares) | shares | 32,412 |
Nonvested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.49 |
Note 16 - Earnings Per Share -
Note 16 - Earnings Per Share - Basic and Diluted Income Per Common Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic (in shares) | 7,363 | 7,317 | 7,283 |
Diluted - weighted average shares outstanding (in shares) | 7,381 | 7,369 | 7,409 |
Anti-dilutive securities (in shares) | 229 | 162 | 25 |
Restricted Stock Units (RSUs) [Member] | |||
Dilutive effect (in shares) | 5 | 0 | 0 |
Share-Based Payment Arrangement, Option [Member] | |||
Dilutive effect (in shares) | 13 | 52 | 126 |
Note 17 - Revenue (Details Text
Note 17 - Revenue (Details Textual) | 12 Months Ended |
Dec. 31, 2023 | |
Number of Operating Segments | 3 |
Maximum [Member] | |
Contract with Customer, Period (Year) | 1 year |
Capitalized Contract Cost, Amortization Period (Year) | 1 year |
Note 17 - Revenue - Contract Li
Note 17 - Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contract liabilities | $ 927 | $ 0 |
Note 17 - Revenue - Changes in
Note 17 - Revenue - Changes in Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Balance | $ 0 |
Non-cancelable contracts with customers entered into during the period | 2,990 |
Revenue recognized related to non-cancelable contracts with customers during the period | (2,063) |
Balance | $ 927 |
Note 18 - Supplemental Cash F_3
Note 18 - Supplemental Cash Flow Information - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Interest paid | $ 13,302 | $ 17,501 | $ 7,930 |
Federal, state, and local income taxes paid, net | 6,656 | 1,930 | 8,638 |
Change in contract receivables, net | (927) | 1,062 | 4,108 |
Change in contract liabilities, net | 927 | (1,062) | (4,520) |
Property, plant, and equipment purchases in accounts payable | $ 881 | $ 976 | $ 2,191 |
Note 19 - Segment Information_2
Note 19 - Segment Information (Details Textual) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Number of Reportable Segments | 3 | ||
Number of Stores | 10,000 | ||
Property, Plant and Equipment, Net | $ 51,976 | $ 57,359 | |
Non-US [Member] | |||
Property, Plant and Equipment, Net | 11,900 | ||
DOMINICAN REPUBLIC | |||
Property, Plant and Equipment, Net | 3,900 | ||
CHINA | |||
Property, Plant and Equipment, Net | $ 8,000 | ||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Geographic Distribution, Foreign [Member] | |||
Concentration Risk, Percentage | 5.10% | 6.20% | 6.90% |
Note 19 - Segment Information -
Note 19 - Segment Information - Summary of Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET SALES | $ 461,833 | $ 615,475 | $ 514,227 |
GROSS MARGIN | 178,598 | 225,219 | 194,536 |
Wholesale [Member] | |||
NET SALES | 337,019 | 484,779 | 391,070 |
GROSS MARGIN | 119,485 | 165,059 | 140,166 |
Retail [Member] | |||
NET SALES | 116,960 | 115,354 | 94,658 |
GROSS MARGIN | 58,391 | 57,817 | 47,792 |
Contract Manufacturing [Member] | |||
NET SALES | 7,854 | 15,342 | 28,499 |
GROSS MARGIN | $ 722 | $ 2,343 | $ 6,578 |
Note 19 - Segment Information_3
Note 19 - Segment Information - Product Group Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net sales | $ 461,833 | $ 615,475 | $ 514,227 |
Net sales, percent | 100% | 100% | 100% |
Work Footwear [Member] | |||
Net sales | $ 198,096 | $ 256,162 | $ 280,235 |
Net sales, percent | 42.90% | 41.60% | 54.50% |
Outdoor Footwear [Member] | |||
Net sales | $ 130,424 | $ 183,121 | $ 76,031 |
Net sales, percent | 28.20% | 29.80% | 14.80% |
Western Footwear [Member] | |||
Net sales | $ 70,374 | $ 108,697 | $ 87,425 |
Net sales, percent | 15.20% | 17.70% | 17% |
Duty and Commercial Military Footwear [Member] | |||
Net sales | $ 50,482 | $ 46,177 | $ 39,715 |
Net sales, percent | 10.90% | 7.50% | 7.70% |
Military Footwear [Member] | |||
Net sales | $ 7,999 | $ 15,342 | $ 22,767 |
Net sales, percent | 1.70% | 2.50% | 4.40% |
Product and Service, Other [Member] | |||
Net sales | $ 3,103 | $ 3,581 | $ 5,149 |
Net sales, percent | 0.70% | 0.60% | 1% |
Apparel [Member] | |||
Net sales | $ 1,355 | $ 2,395 | $ 2,905 |
Net sales, percent | 0.30% | 0.40% | 0.60% |
Note 20 - Restructuring Charg_3
Note 20 - Restructuring Charges (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Expense [Member] | |
Restructuring Charges | $ 1.5 |
Note 20 - Restructuring Charg_4
Note 20 - Restructuring Charges - Restructuring Activities (Details) - Employee Severance [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accrued expenses | $ 381 | $ 0 |
Restructuring charges | 1,486 | 1,201 |
Cash payments | (885) | (820) |
Accrued expenses | $ 982 | $ 381 |
Note 21 - Commitments and Con_2
Note 21 - Commitments and Contingencies (Details Textual) - Overpaid Duties [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Gain Contingency, Unrecorded Amount | $ 7.7 | |
Proceeds From Contingency | $ 1.9 | $ 3.2 |
Schedule II - Consolidated Va_3
Schedule II - Consolidated Valuation and Qualifying Accounts - Consolidated Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | ||||
Balance at beginning of period | $ 3,473 | $ 613 | $ 242 | |
Additions charged to costs and expenses | 451 | 3,254 | 302 | |
Deductions | [1] | (2,153) | (394) | 69 |
Balance at end of period | 1,771 | 3,473 | 613 | |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | ||||
Balance at beginning of period | 0 | 0 | 298 | |
Additions charged to costs and expenses | 355 | 0 | 0 | |
Deductions | 0 | 0 | (298) | |
Balance at end of period | 355 | 0 | 0 | |
Allowance for Discounts and Returns [Member] | ||||
Balance at beginning of period | 1,455 | 2,515 | 1,818 | |
Additions charged to costs and expenses | 38,577 | 41,374 | 26,454 | |
Deductions | (37,901) | (42,434) | (25,757) | |
Balance at end of period | $ 2,131 | $ 1,455 | $ 2,515 | |
[1]Amount charged off, net of recoveries |