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EX-99.3 - EXHIBIT 99.3 - ROCKY BRANDS, INC.ex_240432.htm
EX-99.2 - EXHIBIT 99.2 - ROCKY BRANDS, INC.ex_238032.htm
8-K/A - FORM 8-K/A - ROCKY BRANDS, INC.rcky20210325_8ka.htm

Exhibit 99.4

ROCKY BRANDS, INC.

UNAUDITED CONDENSED COMBINED

FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the acquisition of the performance and lifestyle footwear business of Honeywell International Inc. (the "Acquisition"). On March 15, 2021 pursuant to the terms and conditions set forth in the Purchase Agreement, dated January 24, 2021 ("Purchase Agreement"), by and among Honeywell Safety Products USA, Inc., North Safety Products Limited, Honeywell Safety Products (UK) Limited, North Safety de Mexicali S de R.L. de C.V., Honeywell (China) Co. Ltd., and Rocky Brands, Inc. ("Rocky"), Rocky acquired 100% of the voting interests of certain subsidiaries and additional assets comprising the performance and lifestyle footwear business of Honeywell International Inc. ("Hermes Business") with the Acquisition. The aggregate preliminary closing price of the Acquisition was $206 million, net of cash acquired, and was funded through a senior secured term loan facility, senior secured asset-backed credit facility, and cash on hand. The unaudited pro forma condensed combined financial information gives effect to the Acquisition and the additional debt incurred to fund the Acquisition.

 

The preliminary base purchase price for the Hermes Business was $230 million, and was subject to adjustment to reflect acquired cash, assumed liabilities and preliminary net working capital adjustments. Following initial adjustments, the preliminary closing price for the Hermes Business on March 15, 2021 was $206 million, and included a target net working capital of $52.7 million, net of cash acquired. Our estimated pro forma balance sheet included herein is stated as if the transaction occurred on September 30, 2020. As such, the estimated net working capital at September 30, 2020 is $68.0 million, reflecting a surplus of $15.3 million over the $52.7 million target. This increased the preliminary purchase price as of September 30, 2020, from $206 million to $221 million, net of cash acquired. Working capital balances on the actual date of the acquisition, March 15, 2021, will be different from those estimated at September 30, 2020. Future adjustments for working capital excess (deficit) compared to the $52.7 million target will change as Rocky finalizes valuations and financial results as of the actual date of the acquisition on March 15, 2021.

 

The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition and related borrowing as if it had been consummated on September 30, 2020 and includes pro forma adjustments based on Rocky management’s preliminary valuations of certain tangible and intangible assets. The unaudited pro forma condensed combined balance sheet combines Rocky’s unaudited historical consolidated balance sheet as of September 30, 2020 with the Hermes Business unaudited historical combined balance sheet as of September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 gives effect to the Acquisition and related borrowing as if it had been consummated on January 1, 2019 and combines Rocky’s historical results for the nine months ended September 30, 2020 and year ended December 31, 2019, with the Hermes Business historical results for the nine months ended September 30, 2020 and year ended December 31, 2019. There were no significant transactions outside the ordinary course of business for the Hermes Business in the nine months ended September 30, 2020 or year ended December 31, 2019.

 

The tax rate used for the pro forma financial information is a blended statutory tax rate, which will likely vary from the actual effective tax rate in periods subsequent to the completion of the pro forma events. No adjustment has been made to the unaudited pro forma condensed combined financial information as it relates to limitations of the ability to utilize deferred tax assets as a result of the pro forma events.

 

Rocky is providing the unaudited pro forma condensed combined information for illustrative purposes only and such pro forma information does not represent the consolidated results or financial position of Rocky had its acquisition of the Hermes Business been completed as of the dates indicated. The companies may have performed differently had they been combined during the periods presented. Specifically, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, revenue enhancements or restructuring costs that the combined company may achieve or incur as a result of the acquisition. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies actually been combined during the periods presented. Further, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

 

The unaudited pro forma condensed combined financial information has been prepared by management in accordance with Regulation S-X Article 11, "Pro Forma Financial Information", as amended by the final rule, "Amendments to Financial Disclosures About Acquired and Disposed Businesses", as adopted by the U.S. Securities and Exchange Commission (the "SEC") on May 21, 2020 ("Article 11") and is presented in U.S. dollars. Rocky elected to voluntarily comply with the amended Article 11 in advance of the mandatory compliance date. The pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition of the Hermes Business occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that Rocky will experience after the acquisition.

 

 

 

ROCKY BRANDS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2020

(Amounts in thousands, except per share amounts)

 

   

Historical

   

Acquired Business

   

Transaction Accounting

     

Rocky

 
   

Rocky

   

(Note 1)

   

Adjustments

 

Note 3

 

Pro Forma

 

ASSETS:

                                 

CURRENT ASSETS:

                                 
Cash and cash equivalents   $ 19,947       -     $ (19,947 ) A     -  

Trade receivables – net

    49,188     $ 44,011       -       $ 93,199  

Other receivables

    364       -       -         364  

Inventories – net

    80,655       52,598       4,211  

B

    137,464  

Prepaid expenses

    3,611       -       -         3,611  

Total current assets

    153,765       96,609       (15,736 )       234,638  

LEASED ASSETS

    1,399       -       -         1,399  
PROPERTY, PLANT & EQUIPMENT – net     31,325       11,621       3,955   C     46,901  
GOODWILL     -       34,980       18,585   D     53,565  

IDENTIFIED INTANGIBLES – net

    30,216       17,800       68,220  

E

    116,236  

DEFERRED INCOME TAXES

    -       427       -         427  
OTHER ASSETS     355       1,504       778   F     2,637  
TOTAL ASSETS     217,060       162,941       75,802       $ 455,803  
                                   

LIABILITIES AND SHAREHOLDERS' EQUITY:

                                 

CURRENT LIABILITIES:

                                 

Accounts payable

  $ 23,834     $ 24,712     $ -         48,546  

Contract liabilities

    -       -       -         -  

Accrued expenses:

                              -  
Salaries and wages     3,813       -       -         3,813  

Taxes – other

    789       -       -         789  

Accrued freight

    729       -       -         729  

Commissions

    544       -       -         544  

Accrued duty

    4,586       -       -         4,586  

Income tax payable

    422       -       -         422  

Other

    1,563       8,078       -         9,641  

Total current liabilities

    36,280       32,790       -         69,070  

LONG-TERM DEBT

    -       -       207,784  

G

    207,784  

LONG-TERM TAXES PAYABLE

    169       -       -         169  

LONG-TERM LEASE

    833       -       -         833  

DEFERRED INCOME TAXES

    8,108       3,013       -         11,121  

DEFERRED LIABILITIES

    238       1,054       -         1,292  

TOTAL LIABILITIES

    45,628       36,857       207,784         290,269  
SHAREHOLDERS' EQUITY     171,432       126,084       (131,982 ) H     165,534  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 217,060     $ 162,941     $ 75,802       $ 455,803  

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.

 

 

 

 

ROCKY BRANDS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019

(Amounts in thousands, except per share amounts)

 

 

   

Historical

   

Acquired Business

   

Transaction Accounting

     

Rocky

 
   

Rocky

   

(Note 1)

   

Adjustments

 

Note 3

 

Pro Forma

 

NET SALES

  $ 270,408     $ 203,028       -       $ 473,436  

COST OF GOODS SOLD

    172,723       139,824     $ (1,176 )

I

    311,371  

GROSS MARGIN

    97,685       63,204       1,176         162,065  
                                   

OPERATING EXPENSES

    75,600       53,236       7,385  

J

    136,221  
                                   

INCOME FROM OPERATIONS

    22,085       9,968       (6,209 )       25,844  
                                   

OTHER INCOME (EXPENSES)

    146       -       (13,853 )

G

    (13,707 )
                                   

INCOME BEFORE INCOME TAXES

    22,231       9,968       (20,062 )       12,137  
                                   
INCOME TAX EXPENSE     4,769       4,258       (6,176 ) K     2,851  
                                   
NET INCOME   $ 17,462     $ 5,710     $ (13,886 )     $ 9,286  
                                   

INCOME PER SHARE

                                 
Basic   $ 2.36                       $ 1.26  
Diluted   $ 2.35                       $ 1.25  

WEIGHTED AVERAGE NUMBER OF

                                 

COMMON SHARES OUTSTANDING

                                 
Basic     7,387                         7,387  
Diluted     7,439                         7,439  

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.

 

 

 

ROCKY BRANDS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(Amounts in thousands, except per share amounts)

 

                                   
   

Historical

   

Acquired Business

   

Transaction Accounting

     

Rocky

 
   

Rocky

   

(Note 1)

   

Adjustments

 

Note 3

 

Pro Forma

 

NET SALES

  $ 189,691     $ 128,343       -       $ 318,034  

COST OF GOODS SOLD

    121,077       89,447     $ (1,846 )

I

    208,678  

GROSS MARGIN

    68,614       38,896       1,846         109,356  
                                   

OPERATING EXPENSES

    54,344       37,691       3,036  

J

    95,071  
                                   

INCOME FROM OPERATIONS

    14,270       1,205       (1,190 )       14,285  
                                   

OTHER EXPENSES

    (112 )     -       (10,195 )

G

    (10,307 )
                                   

INCOME BEFORE INCOME TAXES

    14,158       1,205       (11,385 )       3,978  
                                   
INCOME TAX EXPENSE (INCOME)     2,917       (259 )     (1,699 ) K     959  
                                   

NET INCOME

  $ 11,241     $ 1,464     $ (9,686 )     $ 3,019  
                                   

INCOME PER SHARE

                                 

Basic

  $ 1.54                       $ 0.41  

Diluted

  $ 1.53                       $ 0.41  

WEIGHTED AVERAGE NUMBER OF

                                 

COMMON SHARES OUTSTANDING

                                 

Basic

    7,323                         7,306  

Diluted

    7,352                         7,336  

 

 

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.

 

 

 

 

 

Note 1. Basis of pro forma preparation

 

The unaudited pro forma combined financial statements are based on the historical consolidated financial statements of Rocky and the historical financial statements of the Hermes Business, after giving effect to the acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (ASC 805) and applying the assumptions and adjustments described in the accompanying notes.

 

The unaudited pro forma condensed combined balance sheet combines Rocky's unaudited historical consolidated balance sheet as of September 30, 2020 with the Hermes Business' unaudited historical combined balance sheet as of September 30, 2020 and reflects the Acquisition and related borrowings as if it had been consummated on September 30, 2020.

 

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020 gives effect to the Acquisition and related borrowings as if it has been consummated on January 1, 2019.

 

The Hermes Business historical statements of operations have been adjusted to align with Rocky's presentation as described below:

 

 

Outbound freight included in cost of goods sold was reclassified to operating expenses within the accompanying unaudited pro forma condensed combined statements of operations

 

Product development costs included in operating expenses were reclassified to cost of goods sold within the accompanying unaudited pro forma condensed combined statements of operations

 

Accounting Policies

 

During preparation of the unaudited pro forma condensed combined financial information, Rocky management has performed a preliminary analysis and is not aware of any material differences other than the pro forma reclassifications detailed in Note 1. Accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies between the two companies, other than the pro forma reclassifications detailed in Note 1. Following the acquisition date, Rocky management will conduct a final review of the Hermes Business’ accounting policies in order to determine if differences in accounting policies require adjustment or reclassification of the Hermes Business’ results of operations or reclassification of assets or liabilities to conform to Rocky’s accounting policies. As a result of this review, Rocky management may identify differences that, when adjusted or reclassified, could have a material impact on this unaudited pro forma condensed combined financial information.

 

Note 2. Preliminary Purchase Price Allocation

 

The acquisition of the Hermes Business is being accounted for as a business combination using the acquisition method of accounting, whereby the assets acquired and liabilities assumed are recognized based upon their estimated fair values at the acquisition date, under ASC 805.

 

The fair values of the assets and liabilities in the unaudited pro forma condensed combined financial statements are based upon a preliminary assessment of fair value and may change when the final valuation of tangible and intangible assets, working capital and tax-related matters are finalized. Rocky expects to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

 

The preliminary closing price for the Hermes Business was $206 million, net of cash, with adjustments as necessary based on an estimated working capital deficit. The preliminary closing price of $206 million, net of cash, included a target net working capital of $52.7 million. Future adjustments for working capital excess (deficit) compared to the $52.7 million target will change as Rocky finalizes valuations and financial results as of the actual date of the acquisition on March 15, 2021.

 

Based on September 30, 2020 financial information, Rocky estimated total acquisition consideration and the preliminary allocation of fair value to the related assets and liabilities as follows:

 

 

($ in thousands)

 

Fair Value

 
Preliminary closing price, net of cash   $ 205,783  
Estimated working capital excess if transaction closed on September 30, 2020     15,272  

Estimated purchase price, net of cash acquired

    221,055  
         
Estimated net assets acquired if transaction closed on September 30, 2020:        

Accounts receivable

    44,011  

Inventories

    56,809  
Total current assets     100,820  

Accounts payable

    (24,712 )

Accrued expenses

    (8,078 )
Estimated working capital     68,030  

Property, plant and equipment

    15,576  

Intangible assets

    86,020  

Other assets

    1,931  
Deferred taxes     (3,013 )
Deferred liabilities     (1,054 )

Net identifiable assets acquired

    167,490  
Goodwill     53,565  

Net assets acquired

    221,055  

 

 

Note 3. Unaudited Pro Forma Adjustments to the Condensed Combined Balance Sheet

 

The pro forma adjustments are based on Rocky’s preliminary estimates and assumptions that are subject to change including with respect to final purchase price and allocation thereof. Accordingly, the purchase price allocation is considered preliminary and may materially change before final determination. The changes would affect the values assigned to tangible or intangible assets and depreciation or amortization. The following adjustments have been reflected in the unaudited pro forma combined condensed balance sheet as if the acquisition occurred on September 30, 2020 and in the unaudited pro forma combined condensed statements of operations as if the acquisition occurred on January 1, 2019.

 

A. Cash and cash equivalents

 

Cash and cash equivalents have been adjusted as follows:

 

 

($ in thousands)

 

Amount

 

Net proceeds from term facility and ABL facility (1)

  $ 207,784  

Consideration transferred, net of cash acquired (2)

    (205,783 )
Based on working capital at 9/30/2020, estimated acquisition price     (15,272 )

Acquisition-related costs (3)

    (6,676 )

Total transaction accounting adjustment to cash

  $ (19,947 )

 

(1)  

Reflects the proceeds, net of debt issuance costs, from the issuance of the senior secured term loan facility and senior secured asset-based credit facility. See note 3(E).

     
(2)   Reflects total cash consideration transferred, net of cash received, to Honeywell International Inc. upon closing.
     
(3)   Reflects acquisition-related costs associated with banking fees, legal and professional fees, and consulting fees.

 

 

B. Inventories – net

 

The adjustment steps up the pro forma balance sheet for the Hermes Business' inventory to fair value. The calculation of fair value is preliminary and subject to change. The fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those selling efforts. The pro forma income statement for the year ended December 31, 2019 is also adjusted to increase cost of sales by the same amount as the inventory is expected to be sold within one year of the acquisition date.

 

C. Property, plant & equipment -– net

 

An adjustment of $4.0 million was made to reflect the preliminary fair value of acquired property, plant and equipment of $15.6 million. The following table summarizes the transaction accounting adjustment for property, plant and equipment as of September 30, 2020 as if the transaction consummated on September 30, 2020 and the transaction accounting adjustment for depreciation expense for the year ended December 31, 2019 as if the transaction consummated on January 1, 2019:

 

 

           

Average Estimated

                         
   

Preliminary

   

Remaining Useful

   

Depreciation Expense for the Year Ended December 31, 2019

 

($ in thousands)

 

Fair Value

   

Life in Years

   

Total

   

Cost of Goods Sold

   

Operating Expenses

 

Machinery and equipment

  $ 9,089       9     $ 1,010     $ 677     $ 333  

Buildings and improvements

    5,432       20       272       182       90  
Land and improvements     161       -       -       -       -  

Others

    894       5       179       120       59  

Total

    15,576               1,461       979       482  

Less: amounts included in the historical balance sheet and statement of operations of Hermes Business

    (11,621 )             (2,009 )     (1,346 )     (663 )

Net transaction accounting adjustments

  $ 3,955             $ (548 )   $ (367 )   $ (181 )

 

 

The following table summarizes the transaction accounting adjustment for depreciation expense for the nine months ended September 30, 2020 as if the transaction consummated on January 1, 2019:

 

                         
   

Depreciation Expense for the Nine Months Ended September 30, 2020

 

($ in thousands)

 

Total

   

Cost of Goods Sold

   

Operating Expenses

 

Machinery and equipment

  $ 758     $ 508     $ 250  

Buildings and improvements

    204       136       68  

Land and improvements

    -       -       -  

Others

    134       90       44  

Total

    1,096       734       362  

Less: amounts included in the historical statement of operations of Hermes Business

    (1,815 )     (1,216 )     (599 )

Net transaction accounting adjustment

  $ (719 )   $ (482 )   $ (237 )

 

D. Goodwill

 

Reflects the preliminary purchase price allocation and recognition of goodwill. Adjustment of $18.6 million reflects the Goodwill resulting from the acquisition consisting largely of synergies and economies of scale expected from combining the operations of Rocky and the Hermes Business. The full amount of goodwill is expected to be deductible for income tax purposes.

 

E. Identified intangibles – net

 

The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets are as follows:

 

 

           

Average Estimated

   

Amortization Expense

   

Amortization Expense

 
   

Preliminary

   

Remaining Useful

   

for the Year Ended

   

for the Nine Months Ended

 
($ in thousands)     Fair Value     Life in Years       December 31, 2019       September 30, 2020  

Customer Relationships

  $ 34,300       15     $ 2,287     $ 1,715  

Trade Names

    51,720    

Indefinite

      -       -  
    $ 86,020             $ 2,287     $ 1,715  

 

F. Other assets

 

An adjustment of $0.8 million was made to account for reps and warranties insurance coverage premiums purchased to cover key risk areas in connection with the Acquisition, which will be amortized over three years.

 

G. Long-term debt and interest expense

 

On March 15, 2021, Rocky entered into a senior secured term loan facility ("Term Facility") with TCW Asset Management Company, LLC, as agent, for the lenders party thereto in the amount of $130 million. On March 15, 2021, Rocky also entered into a senior secured asset-based credit facility (“ABL Facility”) with Bank of America, N.A. as agent, for the lenders party thereto, with $80 million funded at March 15, 2021. The net proceeds from the Term Facility and ABL Facility was $206 million, after deducting debt issuance costs of $4.3 million. Rocky used the net proceeds from the Term Facility and ABL facility to finance the acquisition.

 

The table below illustrates Rocky’s debt transaction and summarizes Rocky’s transaction accounting adjustment as if the Acquisition consummated on September 30, 2020:

 

   

September 30,

 

($ in thousands)

 

2020

 

Term Facility

  $ 130,000  

ABL Facility

    80,000  

Total debt

    210,000  

Less: Unamortized debt issuance costs

    (4,266 )
Plus: Additional cash needed to fund acquisition(1)     2,050  

Total pro forma adjustment to Rocky's long-term debt

  $ 207,784  

 

(1)   Additional cash needs resulting from acquisition-related costs noted in Note 3(A) would have been borrowed against the ABL facility had the transaction consummated September 30, 2020.

 

Interest payments on the Term Facility are due in arrears on the last business day of each calendar quarter at a rate of 8.00% per annum. Interest payments on ABL Facility are in arrears on the last business day of each calendar quarter at a rate of 3.25% per annum. Total interest expense has been calculated as if the Acquisition consummated on January 1, 2021.

 

($ in thousands)

 

Year Ended December 31, 2019

   

Nine Months Ended September 30, 2020

 

Interest expense on new term facility

  $ 10,400       7,605  

Interest expense on new ABL facility

    2,600       1,950  

Amortization of new debt issuance costs

    853       640  

Total pro forma adjustment to interest expense

  $ 13,853     $ 10,195  

 

H. Shareholders' equity

 

Shareholders' equity has been adjusted as follows:

 

($ in thousands)

 

Amount

 

Retained Earnings(1)

  $ (5,898 )

Invested Equity(2)

    (126,922 )

Accumulated other comprehensive loss(3)

    838  

Total transaction accounting adjustment to shareholders' equity

  $ (131,982 )

 

 

(1)   Adjustment of $6.7 million to reflect the Company's transaction expenses included in retained earnings, see note 3(A).
     
(2)   Elimination of invested equity included in the historical statement of operations of the Hermes' Business.
     
(3)   Elimination of accumulated other comprehensive loss included in the historical statement of operations of the Hermes' Business.

 

 

I. Cost of goods sold

 

Adjustments to cost of goods sold are as follows:

 

      Year Ended       Nine Months Ended  

($ in thousands)

    December 31, 2019       September 30, 2020  

Reclassification of outbound freight(1)

  $ (7,866 )   $ (3,499 )
Reclassification of product development costs(1)     2,846       2,135  
Amortization of inventory step-up (2)     4,211       -  
Transaction accounting adjustment to depreciation of acquired property, plant and equipment(3)     (367 )     (482 )
Total pro forma adjustments to cost of goods sold   $ (1,176 )   $ (1,846 )

 

 

(1)   See note 2.
     
(2)   See note 3(B).
     
(3)   See note 3(C).

 

 

J. Operating expenses

 

Adjustments to operating expenses are as follows:

 

   

Year Ended

   

Nine Months Ended

 

($ in thousands)

 

December 31, 2019

   

September 30, 2020

 

Reclassification of outbound freight(1)

  $ 7,866     $ 3,499  

Reclassification of product development costs(1)

    (2,846 )     (2,135 )

Transaction accounting adjustment to depreciation of acquired property, plant and equipment(2)

    (181 )     (237 )
Transaction accounting adjustment to amortization of customer relationships     2,287       1,715  
Transaction accounting adjustment to amortization of other assets     259       194  

Total pro forma adjustments to operating expenses

  $ 7,385     $ 3,036  

 

(1)   See note 2.
     
(2)   See note 3(B).

 

K. Income tax expense

 

Net adjustment to reflect income tax expense at Rocky's effective tax rate. The total effective tax rate of the combined company is subject to change based upon post-acquisition income by jurisdiction and other factors.