8-K
ROCKY BRANDS, INC. (RCKY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2026
ROCKY BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Ohio | 001-34382 | 31-1364046 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) |
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.)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title of class | Trading symbol | Name of exchange on which registered |
| --- | --- | --- |
| Common Stock – No Par Value | RCKY | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 2.02 Results of Operations and Financial Condition
On February 24, 2026, Rocky Brands, Inc. (the "Company") issued a press release entitled "Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2025 Results" regarding its consolidated financial results for the quarter and year ended December 31, 2025. A copy of the Company's press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Form 8-K and accompanying press release is being furnished under Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The information contained or incorporated by reference in this Form 8-K 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, forecasts, and plans of the Company and its management. These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2024 (filed March 17, 2025), and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 (filed May 8, 2025), June 30, 2025 (filed August 7, 2025) and September 30, 2025 (filed November 6, 2025). One or more of these factors have affected historical results and could in the future affect the Company’s 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 Form 8-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the Company, or any other person should not regard the inclusion of such information as a representation that the objectives and plans of the Company will be achieved. All forward-looking statements made in this Form 8-K are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.
Item 8.01 Other Events
On February 23, 2026, the Board of Directors of the Company authorized a new 12-month share repurchase program of up to $7,500,000 of the Company's common stock (the "Repurchase Program") beginning February 24, 2026. Repurchases under the Repurchase Program will be made in open market or privately negotiated transactions in compliance with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements, and other relevant factors.
This Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended at any time at the Company's discretion. The Company announced the Repurchase Program in its press released entitled "Rocky Brands, Inc. Announced Fourth Quarter and Full Year 2025 Results."
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 99* | Press Release, dated February 23, 2026, entitled “Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2025 Results”. |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File (imbedded within the Inline XBRL document) |
* Such press release is being "furnished" (not filed) under Item 2.02 of this Current Report on Form 8-K
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: February 24, 2026
| Rocky Brands, Inc. |
|---|
| /s/ Thomas D. Robertson |
| Thomas D. Robertson |
| Chief Operating Officer, Chief Financial Officer, and Treasurer |
ex_896308.htm
Exhibit 99
****
Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2025 Results
Fourth Quarter Sales Increased 9.1% to $139.7 Million
Fourth Quarter Retail Segment Sales Increased 30.8% to $57.0 Million
Fourth Quarter Net Income Per Diluted Share Improved to $0.86 or $0.94 on an Adjusted Basis
Board of Directors Authorizes New Share Repurchase Program
NELSONVILLE, Ohio, February 24, 2026 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 2025.
Fourth Quarter 2025 Overview
| ● | Net sales increased 9.1% to $139.7 million versus $128.1 million in the year-ago quarter |
|---|---|
| ● | Gross margin of 41.3% of net sales compared to 41.5% of net sales in the year-ago quarter |
| ● | Income from operations increased 12.8% to $9.6 million compared to $8.5 million in the year-ago quarter |
| ● | Net income increased 35.7% to $6.5 million, or $0.86 per diluted share, compared to $4.8 million, or $0.64 per diluted share, in the year-ago quarter |
| ● | Adjusted net income was $7.2 million, or $0.94 per diluted share, compared to $8.9 million, or $1.19 per diluted share in the year-ago quarter |
Full Year 2025 Overview
| ● | Net sales increased 6.2% to $482.0 million versus $453.8 million in the prior year |
|---|---|
| ● | Gross margin increased 150 basis points to 40.9% of net sales compared to 39.4% of net sales in the prior year |
| ● | Income from operations increased 19.7% to $37.2 million compared to $31.1 million in the year-ago period |
| ● | Net income was $22.3 million, or $2.96 per diluted share, compared to $11.4 million, or $1.52 in the year-ago period |
| ● | Adjusted net income was $24.5 million, or $3.26 per diluted share, compared to $19.0 million, or $2.54 per diluted share, in the year-ago period |
| ● | Total debt on December 31, 2025 was $122.6 million, down 4.7% compared to $128.7 million December 31, 2024 |
“We concluded 2025 with our highest quarterly net sales growth rate for the year in the fourth quarter, reflecting the momentum that has been building in our business,” said Jason Brooks, Chairman, President and Chief Executive Officer. “Our performance during the key holiday selling season was highlighted by strong demand in our direct-to-consumer channel led by XTRATUF, which delivered nearly triple digit sales growth online. These results contributed to a very good year for our Company, especially considering the industry headwinds caused by higher tariffs and deteriorating U.S. consumer sentiment. I am incredibly proud of how our organization responded to these challenges, especially the work leveraging our manufacturing facilities to diversify our sourcing, which helped offset a portion of the impact from higher tariffs and should provide margin tailwinds over the long term. At the same time, the strong response to our brands and merchandise offerings even as we selectively raised prices underscores the power of our brand portfolio and our success developing compelling, innovative footwear that resonates with consumers. We are encouraged by our recent performance and believe that the accomplishments from this past year have us well positioned to capitalize on the growth opportunities we believe exist in 2026 and beyond.”
Fourth Quarter Review
Fourth quarter net sales increased 9.1% to $139.7 million compared to $128.1 million in the fourth quarter of 2024. Wholesale segment sales for the fourth quarter decreased 2.1% to $79.6 million compared to $81.3 million for the same period in 2024. Retail segment sales for the fourth quarter increased 30.8% to $57.0 million compared to $43.6 million for the same period last year. Contract Manufacturing segment sales decreased 1.6% to $3.2 million in the fourth quarter of 2025.
Gross margin in the fourth quarter of 2025 was $57.7 million, or 41.3% of net sales, compared to $53.2 million, or 41.5% of net sales, for the same period last year. The 20-basis point decrease in gross margin was primarily attributable to a decrease in Wholesale gross margins due to higher tariffs, partially offset by an increase in Retail segment gross margins and a higher percentage of Retail net sales, which carry higher gross margins compared to our Wholesale and Contract manufacturing segment gross margins.
Operating expenses were $48.1 million, or 34.5% of net sales, for the fourth quarter of 2025 compared to $44.7 million, or 34.9% of net sales, for the same period a year ago. Excluding $0.7 million of acquisition related amortization in the fourth quarter of 2025, $4.0 million of expense related to trademark impairment, and $0.8 million of acquisition-related amortization costs in the fourth quarter of 2024, adjusted operating expenses were $47.4 million and $40.0 million for the fourth quarters of 2025 and 2024, respectively. As a percentage of net sales, adjusted operating expenses were 34.0% in the fourth quarter of 2025 compared with 31.2% in the year ago period. The increase in operating expenses was driven by higher logistics costs associated with the increase in Retail sales, as well as higher incentive compensation and other discretionary spending.
Income from operations for the fourth quarter of 2025 was $9.6 million, or 6.9% of net sales, compared to $8.5 million, or 6.6% of net sales for the same period a year ago. Adjusted income from operations for the fourth quarter of 2025 was $10.3 million, or 7.4% of net sales, compared to adjusted income from operations of $13.2 million, or 10.3% of net sales, for the same period a year ago.
Interest expense for the fourth quarter of 2024 was $2.5 million compared with $3.0 million a year ago. The decrease compared to the year-ago period was driven by lower interest rates as well as lower debt levels.
The Company reported fourth quarter 2025 net income of $6.5 million, or $0.86 per diluted share, compared to net income of $4.8 million, or $0.64 per diluted share, in the fourth quarter of 2024. Adjusted net income for the fourth quarter of 2025 was $7.2 million, or $0.94 per diluted share, compared to adjusted net income of $8.9 million, or $1.19 per diluted share, in the fourth quarter of 2024.
Full Year Review
Full year 2025 net sales increased 6.2% to $482.0 million compared with $453.8 million in 2024. Wholesale net sales increased 1.0% to $316.6 million for the year ending December 31, 2025 compared to $313.3 million for the year ago period. Retail segment sales for 2025 increased 20.5% to $152.9 million compared to $126.9 million for the same period last year. Contract Manufacturing segment sales decreased 7.7% to $12.5 million compared to $13.6 million in 2024.
Gross margin in 2025 was $197.3 million, or 40.9% of net sales, compared to $179.0 million, or 39.4% of net sales, for 2024. The 150-basis point improvement in gross margin was driven by a 170-basis point increase in Wholesale gross margin as well as a higher mix of Retail segment sales which carry higher gross margins than Wholesale and Contract Manufacturing segments, partially offset by higher tariffs and a decrease in Contract Manufacturing gross margin.
Operating expenses were $160.1 million, or 33.2% of net sales, for 2025 compared to $147.9 million, or 32.6% of net sales, for 2024. Excluding $2.8 million of acquisition-related amortization costs in 2025, adjusted operating expenses were $157.3 or 32.6% of net sales in 2025. Excluding $4.0 million of expense related to trademark impairment and $2.8 million of acquisition-related amortization costs in 2024, adjusted operating expenses were $141.2 million or 31.1% of net sales in 2024.
Income from operations for 2025 was $37.2 million, or 7.7% of net sales, compared to $31.1 million, or 6.8% of net sales, for 2024. Adjusted income from operations for 2025 was $40.0 million, or 8.3% of net sales, compared to adjusted income from operations of $37.8 million, or 8.3% of net sales, a year ago.
Interest expense for 2025 was $10.0 million, compared to interest expense of $17.0 million for 2024, inclusive of a $2.6 million one-time term loan extinguishment charge in 2024. Excluding the one-time term loan extinguishment charge, interest expense for 2024 was $14.4 million. The decrease in interest expense compared to the year-ago period was driven by lower interest rates as a result of the debt refinancing completed in April 2024 as well as lower debt levels.
The Company reported 2025 net income of $22.3 million, or $2.96 per diluted share, compared to net income of $11.4 million, or $1.52 per diluted share, in 2024. Adjusted net income for 2025 was $24.5 million, or $3.26 per diluted share, compared to adjusted net income of $19.0 million, or $2.54 per diluted share, in 2024.
Balance Sheet Review
Cash and cash equivalents were $3.0 million on December 31, 2025, compared to $3.7 million on the same date a year ago.
Total debt, net of unamortized debt issuance cost of $1.7 million, on December 31, 2025 was $122.6 million, consisting of $26.7 million term loan and $97.6 million of borrowings under the Company's senior secured asset-backed credit facility, which was down 4.7% from total debt, net of amortized debt issuance costs of $2.3 million, on December 31, 2024, of $128.7 million.
Inventory on December 31, 2025, was $181.1 million compared to $166.7 million on the same date a year ago. Compared with December 31, 2024, and September 30, 2025, inventories on December 31, 2025, were up 8.7% and down 6.4%, respectively.
Share Repurchase Program
The Company is also announcing that its Board of Directors has approved a new share repurchase program of up to $7,500,000 of the Company's outstanding common stock, no par value per share. This repurchase program replaces the previous program authorized by the Board of Directors that expires on February 24, 2026 and has a one-year term expiring on February 23, 2027.
Repurchases under the Company's new program will be made in open market or privately negotiated transactions in compliance with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements, and other relevant factors. This share repurchase plan does not obligate the Company to acquire any particular amount of common stock and may be suspended at any time at the Company's discretion.
Conference Call Information
The Company's conference call to review fourth quarter 2025 results will be broadcast live over the internet today, Tuesday, February 24, 2025, at 4:30 pm Eastern Time. Investors and analysts interested in participating in the call are invited to dial (877) 704-4453 (domestic) or (201) 389-0920 (international). The conference call will also be available to interested parties through a live webcast at www.rockybrands.com. Please visit the website and select the “Investors” link at least 15 minutes prior to the start of the call to register and download any necessary software.
About Rocky Brands, Inc.
Rocky Brands, Inc. is a leading designer, manufacturer and marketer of premium quality footwear and apparel marketed under a portfolio of well recognized brand names. Brands in the portfolio include Rocky®, Georgia Boot®, Durango®, Lehigh®, The Original Muck Boot Company®, XTRATUF®, and Ranger®. More information can be found at RockyBrands.com.
Safe Harbor Language
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, forecasts, and plans of the Company and its management and include statements in this press release regarding the Company's work in leveraging manufacturing facilities to diversify sourcing, which should provide margin tailwinds over the long term (Paragraph 2), the continued power of the Company's brand portfolio and success developing compelling, innovative footwear that resonates with consumers (Paragraph 2), and the Company's positioning to capitalize on growth opportunities in 2026 (Paragraph 2). These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2024 (filed March 17, 2025), and the quarterly reports on Form 10-Q for the quarters ended March 31, 2025 (filed May 8, 2025), June 30, 2025 (filed August 7, 2025) and September 30, 2025 (filed November 6, 2025). One or more of these factors have affected historical results, and could in the future affect the Company’s 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 or warranty 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.
| Company Contact: | Tom Robertson |
|---|---|
| Chief Operating Officer, Chief Financial Officer, and Treasurer | |
| (740) 753-9100 | |
| Investor Relations: | Brendon Frey |
| ICR, Inc. | |
| (203) 682-8200 |
Rocky Brands, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
| December 31, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| ASSETS: | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 2,902 | $ | 3,719 |
| Trade receivables – net | 77,055 | 71,983 | ||
| Other receivables | 4,952 | 1,028 | ||
| Inventories – net | 181,134 | 166,701 | ||
| Income tax receivable | 1,050 | - | ||
| Prepaid expenses | 3,623 | 3,008 | ||
| Total current assets | 270,716 | 246,439 | ||
| LEASED ASSETS | 4,175 | 6,030 | ||
| PROPERTY, PLANT & EQUIPMENT – net | 49,929 | 49,666 | ||
| GOODWILL | 47,844 | 47,844 | ||
| IDENTIFIED INTANGIBLES – net | 103,033 | 105,823 | ||
| OTHER ASSETS | 1,791 | 1,498 | ||
| TOTAL ASSETS | $ | 477,488 | $ | 457,300 |
| LIABILITIES AND SHAREHOLDERS' EQUITY: | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable | $ | 52,958 | $ | 58,069 |
| Current portion of long-term debt | 8,361 | 8,361 | ||
| Accrued expenses and other liabilities | 34,813 | 23,977 | ||
| Total current liabilities | 96,132 | 90,407 | ||
| LONG-TERM DEBT | 114,281 | 120,376 | ||
| LONG-TERM LEASES | 1,727 | 3,537 | ||
| DEFERRED INCOME TAXES | 12,381 | 10,044 | ||
| DEFERRED LIABILITIES | 879 | 712 | ||
| TOTAL LIABILITIES | 225,400 | 225,076 | ||
| SHAREHOLDERS' EQUITY: | ||||
| Common stock, no par value; | - | - | ||
| 25,000,000 shares authorized; issued and outstanding December 31, 2025 - 7,505,139; December 31, 2024 - 7,454,465 | ||||
| Additional paid-in-capital | 76,090 | 73,866 | ||
| Retained earnings | 175,998 | 158,358 | ||
| Total shareholders' equity | 252,088 | 232,224 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 477,488 | $ | 457,300 |
Rocky Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share amounts)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| NET SALES | $ | 139,717 | $ | 128,054 | $ | 481,976 | $ | 453,772 | ||||
| COST OF GOODS SOLD | 81,991 | 74,876 | 284,686 | 274,762 | ||||||||
| GROSS MARGIN | 57,726 | 53,178 | 197,290 | 179,010 | ||||||||
| OPERATING EXPENSES | 48,135 | 44,674 | 160,103 | 147,944 | ||||||||
| INCOME FROM OPERATIONS | 9,591 | 8,504 | 37,187 | 31,066 | ||||||||
| INTEREST EXPENSE AND OTHER – net | (2,640 | ) | (3,043 | ) | (10,007 | ) | (17,008 | ) | ||||
| INCOME BEFORE INCOME TAX EXPENSE | 6,951 | 5,461 | 27,180 | 14,058 | ||||||||
| INCOME TAX EXPENSE | 438 | 660 | 4,906 | 2,671 | ||||||||
| NET INCOME | $ | 6,513 | $ | 4,801 | $ | 22,274 | $ | 11,387 | ||||
| INCOME PER SHARE | ||||||||||||
| Basic | $ | 0.87 | $ | 0.64 | $ | 2.98 | $ | 1.53 | ||||
| Diluted | $ | 0.86 | $ | 0.64 | $ | 2.96 | $ | 1.52 | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||||||
| Basic | 7,499 | 7,454 | 7,474 | 7,437 | ||||||||
| Diluted | 7,582 | 7,489 | 7,530 | 7,480 |
Rocky Brands, Inc. and Subsidiaries
Reconciliation of GAAP Measures to Non-GAAP Measures
(In thousands, except share amounts)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| OPERATING EXPENSES | ||||||||||||
| OPERATING EXPENSES, AS REPORTED | $ | 48,135 | $ | 44,674 | $ | 160,103 | $ | 147,944 | ||||
| LESS: IMPAIRMENT OF TRADEMARK | - | (4,000 | ) | - | (4,000 | ) | ||||||
| LESS: ACQUISITION-RELATED AMORTIZATION | (692 | ) | (692 | ) | (2,768 | ) | (2,768 | ) | ||||
| ADJUSTED OPERATING EXPENSES | $ | 47,443 | $ | 39,982 | $ | 157,335 | $ | 141,176 | ||||
| ADJUSTED INCOME FROM OPERATIONS | $ | 10,283 | $ | 13,196 | $ | 39,955 | $ | 37,834 | ||||
| INTEREST EXPENSE AND OTHER – net, AS REPORTED | $ | (2,640 | ) | $ | (3,043 | ) | $ | (10,007 | ) | $ | (17,008 | ) |
| ADD: TERM LOAN FACILITY EXTINGUISHMENT COSTS | - | - | - | 2,597 | ||||||||
| ADJUSTED INTEREST EXPENSE AND OTHER – net | (2,640 | ) | (3,043 | ) | (10,007 | ) | (14,411 | ) | ||||
| NET INCOME | ||||||||||||
| NET INCOME, AS REPORTED | $ | 6,513 | $ | 4,801 | $ | 22,274 | $ | 11,387 | ||||
| TOTAL NON-GAAP ADJUSTMENTS | 692 | 4,692 | 2,768 | 9,365 | ||||||||
| TAX IMPACT OF ADJUSTMENTS | (44 | ) | (567 | ) | (500 | ) | (1,779 | ) | ||||
| ADJUSTED NET INCOME | $ | 7,161 | $ | 8,926 | $ | 24,542 | $ | 18,973 | ||||
| NET INCOME PER SHARE, AS REPORTED | ||||||||||||
| BASIC | $ | 0.87 | $ | 0.64 | $ | 2.98 | $ | 1.53 | ||||
| DILUTED | $ | 0.86 | $ | 0.64 | $ | 2.96 | $ | 1.52 | ||||
| ADJUSTED NET INCOME PER SHARE | ||||||||||||
| BASIC | $ | 0.95 | $ | 1.20 | $ | 3.28 | $ | 2.55 | ||||
| DILUTED | $ | 0.94 | $ | 1.19 | $ | 3.26 | $ | 2.54 | ||||
| WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||||||
| BASIC | 7,499 | 7,454 | 7,474 | 7,437 | ||||||||
| DILUTED | 7,582 | 7,489 | 7,530 | 7,480 |
Use of Non-GAAP Financial Measures
In addition to GAAP financial measures, we present the following non-GAAP financial measures: "adjusted operating expenses," "adjusted income from operations", "adjusted interest expense and other, net" "adjusted net income," and "adjusted net income per share." Adjusted results exclude the impact of items that management believes affect the comparability or underlying business trends in our consolidated financial statements in the periods presented. We believe that these non-GAAP measures are useful to investors and other users of our consolidated financial statements as an additional tool for evaluating operating performance. We believe they also provide a useful baseline for analyzing trends in our operations.
Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. See "Reconciliation of GAAP Measures to Non-GAAP Measures" accompanying this press release.
| Definition | Usefulness to management and investors | |
|---|---|---|
| Impairment of Trademark | Impairment of trademark consists of the impairment of our identified intangible assets, in particular the impairment of the Muck trademarks. Costs related to the impairment of these intangibles are recorded in operating expenses in our GAAP financial statements. | We excluded trademark impairment costs for purposes of calculating certain non-GAAP measures because these charges do not reflect our current operating performance. These adjustments facilitate a useful evaluation of our current operating performance and comparison to past operating performance and provide investors with additional means to evaluate cost and expense trends. |
| Acquisition-related amortization | Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as brands and customer relationships acquired in connection with the acquisition of the performance and lifestyle footwear business of Honeywell International Inc. Charges related to the amortization of these intangibles are recorded in operating expenses in our GAAP financial statements. Amortization charges are recorded over the estimated useful life of the related acquired intangible asset and are generally recorded over multiple years. | We excluded amortization charges for our acquisition-related intangible assets for purposes of calculating certain non-GAAP measures because these charges are inconsistent in size and are significantly impacted by the valuation of our acquisition. These adjustments facilitate a useful evaluation of our current operating performance and comparison to past operating performance and provide investors with additional means to evaluate cost and expense trends. |
| Term loan facility extinguishment costs | Term debt extinguishment costs relate to the loss incurred on the extinguishment of debt during the second quarter 2024. The prepayment penalty associated with the early termination of the term debt, as well as the accelerated amortization of deferred financing fees of the term debt, was recorded as expense within Interest Expense and Other - net accompanying unaudited condensed consolidated financial statements. | We excluded these costs for purposes of calculating non-GAAP measures because these costs do not reflect our current operating performance. This adjustment is a one-time cost for refinancing the term debt and is not reoccurring. This adjustment facilitates a useful evaluation of our current operations performance and comparisons to past operating results and provide investors with additional means to evaluate expense trends. |