Exhibit 99
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ROCKY SHOES & BOOTS, INC.
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Company Contact:
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Jim McDonald |
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Chief Financial Officer |
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(740) 753-1951 |
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Investor Relations:
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Integrated Corporate Relations, Inc. |
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Brendon Frey/Chad A. Jacobs |
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(203) 682-8200 |
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Media Relations:
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Integrated Corporate Relations, Inc. |
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Megan McDonnell |
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(203) 682-8200 |
Rocky Shoes & Boots Announces Termination of Military Contract
Updates Fiscal 2005 and Fiscal 2006 Outlook
Announces the Withdrawal of Registration Statement with Securities & Exchange Commission
NELSONVILLE, Ohio, January 4, 2006 Rocky Shoes & Boots, Inc. (Nasdaq: RCKY) today announced it
has been notified that an order to fulfill a third-party contract for combat boots for the U.S.
Military has been terminated by the U.S. government for convenience. Termination for convenience
is the governments unilateral right to cancel a contract without cause.
On October 17, 2005, the Company announced it had received a contract to produce approximately
$30.0 million of Hot Weather boots for the U.S. Military. The Companys contract was with a
third party, Atlantic Diving Supply, Virginia Beach, Virginia (ADS), which had the prime contract
to supply the combat boots to the U.S. military under a General Services Administration schedule
contract. Shipment of the boots began in the fourth quarter of fiscal 2005 with an estimated
completion date of December 2006. The Company is currently exploring the exact financial
consequences of the governments termination of the contract for convenience and the recovery of
costs incurred in the performance of the contract prior to termination.
Mike Brooks, Chairman and Chief Executive Officer, stated, While we are clearly disappointed with
the governments termination of this order, we know this decision was not based on Rockys ability
to produce high quality boots and successfully fulfill this contract. Instead, the contract with
ADS was terminated by the government, for the convenience of the government, as permitted under
applicable government contract laws and regulations and not due to any problem or default by ADS or
Rocky, thus entitling ADS, and indirectly Rocky, under the same government laws and regulations to
be compensated by the government for its work to date, including finished boots and
work-in-process, plus various other costs incurred, including any costs incurred in the
cancellation of materials contracts. Furthermore, we believe Rocky remains well positioned to
source additional footwear orders for the U.S. Military going forward.
The Company also announced that it has withdrawn its registration statement filed with the
Securities and Exchange Commission on September 15, 2005, for a follow-on equity offering of 2.6
million shares of common stock consisting of 2 million primary shares to be offered by the Company
and 600,000 shares to be offered by certain selling stockholders. The Company expects to incur a
non-operational charge in fiscal 2005 of approximately $0.04 diluted earnings per share for
accounting and legal fees associated with the follow-on equity offering.
Mike Brooks further commented, The Companys cash flows in 2005 and projected cash flows in 2006
are more than sufficient to service the indebtedness incurred in connection with the EJ Footwear
acquisition in January 2005, including the $48 million of term loans. The planned follow-on equity
offering would have reduced the Companys outstanding indebtedness sooner and would have thereby
put the Company in a more favorable position for making future acquisitions relatively sooner, but
in light of the current trading price of the Companys stock and the Companys projected cash
flows, the Board of Directors was of the opinion that an equity offering was not in the best
interests of shareholders at this time.
The Company stated that it has already made principal payments reducing the $18 million senior
portion of its term loan to $10 million during 2005 and the first week of 2006, and that the
Company expects to use cash flows from operations to pay off the remaining $10 million of the
senior term loan in 2006. At the end of 2006, the Company expects that the $30 million junior
portion of its current term debt will remain outstanding and expects that its $100 revolving line
of credit will have an outstanding balance of approximately $55.0 million, compared to $60.0
million outstanding at December 31, 2005.
Based on information available as of this date, the Company has revised its outlook for fiscal 2005
and fiscal 2006. For fiscal 2005, the Company now expects diluted earnings per share to be in the
range of $2.21 to $2.25, including costs associated with the follow-on offering, compared to its
previous guidance on October 17, 2005, of $2.25 to $2.29. The Company remains comfortable with it
revenue forecast of $294 million to $296 million for fiscal 2005. For fiscal 2006, the Company now
expects revenues to be in the range of $287 million to $292 million, compared to it previous
guidance of $313 million to $318 million, and diluted earnings per share to be in the range of
$2.35 to $2.45, compared to its previous expectation of $3.05 to $3.15. It is important to note
that the Companys earnings per share guidance for fiscal 2006 does not include a non-cash charge
of approximately $0.07 related to stock option expensing. Including that charge, for fiscal 2006,
the Company expects diluted earnings per share to be in the range of $2.28 to $2.38. It is also
important to note that the Companys guidance for fiscal 2006 does not include any footwear sales
to the military compared to approximately $27.5 million in fiscal 2005.
Mike Brooks concluded, During the past 12 months we have worked extremely hard to integrate the EJ
Footwear acquisition and to build a stronger organization for the future, and we are very pleased
with our progress to date. Fiscal 2005 was a record year for our Company in terms of sales and
profits, driven by the expansion of our work and western footwear categories, as well as meaningful
gains in our apparel business. As we begin 2006, our growth prospects are bright and we are
committed to capitalizing on the many opportunities that lie ahead.
About Rocky Shoes & Boots, Inc.
Rocky Shoes & Boots, Inc. designs, manufactures and markets premium quality outdoor, work, duty and
western footwear, as well as branded apparel and accessories. The Companys footwear, apparel and
accessories are marketed through several distribution channels, primarily under owned brands,
ROCKY®, GATES®, GEORGIA BOOT®, LEHIGH®, DURANGO®, and the licensed brand, DICKIES®.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934,
as amended, which are intended to be covered by the safe harbors created thereby. Those statements
include, but may not be limited to, all statements regarding intent, beliefs, expectations,
projections,
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forecasts, and plans of the Company and its management, and include statements in this
press release regarding future shipments under the U.S. Military contract (paragraph 3), expected
charges associated with the follow-on equity offering (paragraph 4), projected cash flows
(paragraph 5), projected reductions
in indebtedness (paragraph 6), projected sales and earnings per share for 2005 and 2006 (paragraph
7), and prospects for growth in FY 2006 (paragraph 8). These forward-looking statements involve
numerous risks and uncertainties, including, without limitation, the various risks inherent in the
Companys business as set forth in periodic reports filed with the Securities and Exchange
Commission, including the Companys annual report on Form 10-K for the year ended December 31, 2004
(filed March 16, 2005), quarterly report on Form 10-Q for quarter ended September 30, 2005 (filed
November 1, 2005), quarterly report on Form 10-Q for the quarter ended June 30, 2005 (filed August
9, 2005), and amended quarterly report on Form 10-Q for the quarter ended March 31, 2005 (filed
September 13, 2005). One or more of these factors have affected historical results, and could in
the future affect the Companys businesses and financial results in future periods and could cause
actual results to differ materially from plans and projections. Therefore there can be no
assurance that the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a representation by
the Company, or any other person, that the objectives and plans of the Company will be achieved.
All forward-looking statements made in this press release are based on information presently
available to the management of the Company. The Company assumes no obligation to update any
forward-looking statements.
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