UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 23, 2020

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ROCKY BRANDS, INC.

(Exact name of registrant as specified in its charter)





39 East Canal Street, Nelsonville, Ohio 45764

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (740) 753-1951

 

Not Applicable

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):







Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On March 23, 2020, Rocky Brands, Inc. (the “Company”) incurred indebtedness under its Revolving Credit, Guaranty, and Security Agreement, dated February 13, 2019 (the “Credit Agreement”), among the Company and certain of its subsidiaries (collectively, the “Borrowers”), the lenders party thereto, and The Huntington National Bank as administrative agent for the lenders, in an aggregate principal amount of $20 million.  The Company elected to draw the $20 million from its Credit Agreement to preserve financial liquidity and flexibility in order to successfully manage its operations as a result of the current unprecedented period of uncertainty, including the unknown duration and overall impact of the COVID-19 coronavirus outbreak.    



As previously disclosed, the Credit Agreement provides for a senior secured asset-based revolving credit facility up to a principal amount of $75 million, which includes a sublimit for the issuance of letters of credit up to $7.5 million (the “Credit Facility”).  The Credit Facility may be increased up to an additional $25 million at the Borrowers’ request and the lenders’ option, subject to customary conditions.  After the draw, Rocky Brands expects to have approximately $40 million in cash and cash equivalents.  Prior to this draw down, the Company had no loans outstanding under the Credit Facility.



Item 7.01 Regulation FD Disclosure.



On March 23, 2020, the Company issued a press release announcing that its distribution center in Logan, Ohio would remain open as an essential business operation in Ohio, along with an announcement of the information that has been disclosed in Item 2.03 hereof, which is incorporated herein by reference, a copy of which is attached hereto as Exhibit 99 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.









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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 

Date: March 23, 2020







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