Brendon Frey - ICR David Sharp - President and Chief Executive Officer James McDonald - Executive Vice President, Chief Financial Officer and Treasurer

Mitch Kummetz - B. Riley Jonathan Komp - Robert W.

Baird

Thank you, and thanks to everyone joining us today. Before we begin, please note that today's session including the Q&A period may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.

Such statements are based on information and assumptions available at this time and are subject to changes, risks and uncertainties, which may cause actual results to differ materially. We assume no obligation to update such statements.

For a complete discussion of the risks and uncertainties, please refer to today's press release and our reports filed with the Securities and Exchange Commission, including our 10-K for the year ended December 31, 2014. I'll now turn the conference over to David Sharp, President and Chief Executive Officer of Rocky Brands.

Thank you, Brendon. Joining me on the call today is Jim McDonald, our Chief Financial Officer.

While there were a number of positive takeaways, our overall results in Q3 fell short of our internal expectations, driven primarily by a soft topline. I'm going to walk through each of our brands and channels, starting with an explanation of where we came up short, and then I'll review the areas of our business that helped to partially offset the miss.

Jim will then review the financials, and then we'll open up the call to your questions. Before I go into the details of the quarter, I think it's important to remind everyone that the vast majority of our business is derived from orders generated for At-Once Delivery.

In fact, in our wholesale business year-to-date, 79% of our business was derived from customers requesting delivery within 10 days of the order date. Said another way, we don't receive advanced orders for most of our products, like many of the athletic and fashion footwear companies.

We rely on replenishment or fill-in orders to drive our business. At any time of the year, we have very little visibility into our future business.

And in the third quarter, we did not receive the level of replenishment orders we forecasted, which is the reason for the shortfall versus a year ago and compared with expectations. The decline in sales came primarily from two of our three largest categories, work and hunting.

Starting with sales of work footwear, which were down mid-teens. There is no one specific thing to point to that would explain the slowdown, rather it appears to be a combination of factors that led to weaker sell-through at many of our retail accounts.

I believe we are still feeling the effects of a weak consumer environment in non-athletic footwear and apparel in the U.S. Consumers were not shopping for work boots like they were a year ago.

This was true at several of our larger national accounts, where store traffic during the quarter appears to have been challenging. We believe this was also the case in our network of independent retailers, the mom-and-pop accounts, most of which don't have e-commerce platforms that help offset the headwinds facing bricks and mortar.

On top of this, we are starting to feel the indirect effects of the slowdown in domestic oil and gas production in certain regions. While we market only a few products, specifically intended for that industry, the loss of jobs from the decrease in oil prices is having a ripple effect across many local economies throughout the Midwest, from Texas up to North Dakota, where a large number of our consumers live and shop.

Finally, the unseasonably warm temperatures in September across much of the country were not conducive to sales of cold weather insulated work boots. This is consistent with what we've heard from many of our competitors, some of which have already spoken publicly about the sluggish sales environment.

This reinforces our belief that the headwinds are industry wide and not specific to the health of our Rocky and Georgia Boot brands. Turning to hunting, the story is very much the same.

Our business like the broader outdoor sportsman category experienced soft sell-through at retail in Q3, driven by warm dry weather and weak store traffic. Sales were down in the mid-20% range, as we didn't receive the level of replenishment orders from our wholesale partners that we expected.

There were some bright spots from the quarter, such as the positive reaction to our new retraction line of value-rich hunting boots, which is now the number one selling boot in Rocky's hunting portfolio. As we've discussed in the past, hunting is our most whether-sensitive category.

We benefited earlier in the year from the cold snowy weather, which helped drive first half sales up 14%. Now we are seeing the opposite effect here in the back half.

The good news is we are well-positioned with key styles to chase business in season, when the temperatures drop and sell-throughs reaccelerate. Moving on to western, Durango brand sales increased mid-single digits, which comes on top of our high-teens percentage gain in the year ago quarter.

In general, the brand continues to experience healthy gains across its retail distribution network, as western fashion trends remain very in-demand and resonate with today's consumer. Our Rebel, Lady Rebel and little Durango collections are clicking with a broader audience, driving solid sell-through at key retailers like Boot Barn, Shoe Show, DSW and Rack Room.

Western sales especially for the Rocky Brand, which is less fashion-driven and more work-oriented than Durango, experienced declines in territories, where oil and gas is the primary industry, thus parts of Texas and Oklahoma. We hope to offset this headwind in Q4, when we start shipping Rocky's new holiday and spring '16 collections, which have been well-received by retailers.

Turning to commercial military, as we expected, growth resumed in Q3 with sales up mid-teens over the last year period. This was driven by demand for new versions of our flagship S2V boot, which we introduced in response to the army's issuance of a new operational camouflage uniform.

Soldiers are in the process of transitioning from the Desert Tan S2V boot to our new Coyote Brown. A tailwind we expect to benefit from more, as soldiers across numerous installations receive their new uniforms between now and the end of the year.

During Q3, we also launched the Rocky Lightweight boot, which as you'll recall replaces our popular C4 and C5 Lightweight boots. They RLW boot pose a rugged yet lightweight platform and is fully compliant with all current army uniform requirements.

It started shipping late in the quarter, but early reads have been positive. And we continue to be confident that the RLW will eventually more than fill the void created by discontinuation of the C4 and C5 boots.

Now, to Creative Recreation, which continues to regain the momentum that initially put the brand on the map through the introduction of great looking casual lifestyle shoes. There are a number of highlights from the quarter led by the Adonis Red Ripple, a red leather high-top that sold incredibly well at several leading and influential retailers, such as Lord & Taylor, Jimmy Jazz, Shoe Palace, along with Amazon to name just a few.

It's also been the best selling shoe on cre8rec.com for the past two months. The Santos and Vito, new styles introduced earlier in the year, remain top sellers.

And along with the Adonis, are propelling the brand forward with exciting accounts like Nordstrom and Journeys, despite the broader market challenges, while also looking up new distribution opportunities with retailers like Express and DSW. Looking ahead, the spring 2016 line, the first under the creative control of brand Co-Founder, Rich Cofinco, since his return to the company, has received extremely positive feedback.

The sell-in has produced a significant increase in orders for the spring season versus the prior year, and these orders will be fulfilled starting in November for the important holiday season and on into January of 2016. We're eager to gauge the retail sell-through of these new products.

Our intuition tells us that will be favorable, and we'll be able to leverage them to more doors with broader and deeper commitments. With the enhancements we've made to the product sales and marketing teams, combined with an improved supply chain, our optimism around the long-term prospects for Creative Recreation continues to grow.

To close out with discussion of our wholesale segment, I am pleased to announce that the selling efforts behind our recently launched, 4EurSole, line of clogs continues to result in new distribution. This includes key independence who took delivery of the product in Q3 as well as national accounts we are working towards opening in Q4, including Bon-Ton, DSW and Kohl's.

Turning to our retail segment, sales increased 8% for the quarter. The strongest percentage gain we've experienced since we transitioned the business to our new digital platform.

B2B sales continue to be driven by the acquisition of new accounts along with specific initiatives aimed at fueling higher productivity at existing customers. With respect to our direct-to-consumer operation, as you recall, the year got off to a slow start due in part to some ineffective paid advertising programs.

The team reacted quickly and was able to rectify the issue, and I am pleased to report that organic sales trends across our brand and e-commerce websites are again heading in the right direction with increases year-over-year. We remain very confident that our enhanced e-commerce website supported by more robust software platforms provides us with meaningful high-margin growth opportunities in the coming years.

Finally, our military segment posted a significant increase over last year with sales of $5.1 million compared to $1.1 million in Q3 2014. We received orders under our current contract through June 26, 2016, and we are currently in the bidding process of three more potential contracts, any of which could totally consume our capacity available for contract military boot production next year and into 2017.

As you heard, elements of our wholesale business suffered largely from external practice beyond our control that impacted the work and hunting categories. That isn't to say we are sitting back waiting for selling conditions to improve.

Our teams are working hard to capitalize on all opportunities to drive our topline, and we believe that the strength of our brands and commitment to innovation will continue to differentiate our product offering from the competition. At the same time, there is a lot of excitement across the other areas of our business from the Durango brand in commercial and military business to Creative Rec in our direct-to-consumer operations.

Therefore, while we are disappointed in our overall performance in Q3, and are taking a more cautious stance on Q4 given current trends, we continue to be very confident that our business model will generate earnings growth in excess of sales growth over the long-term, which combined with our quarterly dividend policy, will return exceptional value to our shareholders. Jim will now review the financials.

Thanks David. Net sales for the third quarter were $70 million compared to $72.7 million for the corresponding period a year ago.

Wholesale sales for the third quarter decreased 12% to $54.7 million compared to $62.1 million last year. Retail sales for the third quarter increased 8.4% to $10.3 million compared to $9.5 million a year ago, while military segment sales increased to $5.1 million versus $1.1 million for the same period in 2014.

Gross profit in the third quarter was at $22.1 million or 31.6% of sales compared to $24.3 million or 33.4% of sales for the same period last year. The180 basis point decrease was primarily due to the decline in wholesale sales, and increase in military segment sales, which carry lower gross margins than wholesale and retail.

By segment, wholesale gross margin was 30.8%, retail was 44.6% and military was 13.9% Selling, general and administrative expenses were $19.2 million for the third quarter of 2015 compared to $19.4 million in the year-ago period. As a percentage of sales, SG&A was 27.5% compared to 26.6% last year.

Income from operations was $2.9 million or 4.1% of net sales compared to $4.9 million or 6.8% of sales in the prior-year period. For the third quarter, interest expense was $188,000 compared to $253,000 last year.

Net income for the quarter decreased $1.3 million to $1.8 million or $0.24 per diluted share compared to $3.1 million or $0.42 per diluted share last year. Turning to the balance sheet.

Our funded debt at September 30, 2015, decreased $5.7 million or 11.2% to $45 million compared with $50.7 million at September 30, 2014. And inventories were down $2.1 million or 2.4% to $88 million at September 30, 2015 compared with $90.1 million on the same date a year ago.

As David mentioned, we are taking a more cautious outlook on Q4 given current trends, combined with the tough year-over-year comparisons for our wholesale business. Therefore, given our current visibility, we expect wholesale sales to be down on a percentage basis similar to the decline we experienced in the third quarter.

Retail sales are forecasted to be up on a percentage basis similar to the Q3. And military segment sales in dollars should be equal to Q3 levels.

With respect to margin and expenses, gross margin on a segment basis will be similar to Q4 a year ago and total SG&A dollar should be down slightly. Operator, we are now ready to take questions.

I've got a handful of questions. I was hoping we could start just drilling down a little bit more on the work business.

I was hoping you could reconcile something for me. So on the wholesale side, work was down mid-teens, but your retail business was up 8%.

And correct me if I'm wrong, but the majority of what you are dealing at retail was work as well, right. So help me understand the difference between those two numbers, why it's so much worse at the wholesale end versus the retail end, if I'm even thinking about that the right way?

Well, I think Mitch that we control the retail environment as our retailers control their retail environments. And perhaps with respect to how we position our brands on our websites, we certainly position them as competitively against our other brands that we show on the B2B sites as the primary brands.

So I just think we're doing a very good job in social and in pay per click and encouraging business through our websites both on the B2C and our B2B business.

I think the other thing, Mitch is, is you're right, I think that our business is still more work, but it's less work as a percentage than it used to be as our other websites have started to expand. And the difference on the retail side with the Lehigh businesses, we are -- that business is subsidized business with employees, and they're getting no shoes, no matter what the retail environment is at this point in time.

And then on the hunt business, Dave, I know you mentioned that your position to chase, if and when the weather turns, but just remind me of kind of the cadence on the hunt business. I mean, at some point, even if the weather turns, the retailers look at their inventories, and just say, hey, we'll sell-through what we have and we'll be glad to try to get through the season as clean as possible, or are they kind of restocking through the end of the hunting season.

How do retailers should have played that?

Well, I think we've had and certainly have over the past few years really closed the best, particularly for those boots that are designed specifically with hunting in mind, but there are other boots that with more sort of a multi-purpose outsole that they can get, or maybe in Brown versus Camel, that they can get a much longer season out of with the insulated products. So we found last year, as we swung into January and February with the weather that we had, that we were able to liquidate anything that was remnant inventory extremely well, and I think that our retailers did so also.

So I think the retail community has an interest in getting out of boots, specifically for hunting in late October, November, but they have an interest in those boots that have a longer life on the shell through January and February as these seasons seem to extend now into early spring.

And then also in the work business, here you mentioned oil and gas and the trickle down affect there. Are you seeing any pressure in ag related markets?

Again, if I'm not mistaken, you guys, the Georgia Boot brand resonates pretty well kind of in the northeast with that kind of the farm community there. Is there any softness in ag, and is that also a factor, do you know?

We talked about softness in ag on our Q2 conference call, I think in questions. And certainly the Georgia Boot brand after having such a big increase in sales last year, we're disappointed with the performance through three quarters this year.

I think some of that is related to that softness. And then I know that the TSC reported earlier, and they were talking about sales, trends, that store traffic was often September probably due to weather.

So yes, I think there is some softness in the farmer ranch channel right now. It's certainly reflected in the sales numbers of the Georgia Brand, which is primarily a farmer ranch product line.

We do very few sort of steel toe industrial products in that brand.

And then western, you guys continue to show strength in western, particularly on the Durango side. Is that incremental accounts or anything or how should I think about western anyways?

I mean, I would guess, it's maybe a less weather-dependent category than some of the other boots that you're selling, but I would also think that cold weather could help that business as well. Is there anything specific as to why Durango western continues to trend so well for you guys?

Are you guys taking share or is the western business maybe just not as impacted by the weather as some of the other pieces that we've talking about?

I think it's not impacted by the weather. Women are wearing western influenced products all year ramp now.

There women are even seen wearing western boots with shorts in spring and summer. So I think the trend is still strong.

I think we've done a particularly good job in our niche with the Durango brand. And we're benefiting from -- we've done exceptionally well with staying close with Boot Barn as they expanded and we've gained a lot of sales increases there.

So I think the combination of really great styling and good relationships at retail that has driven the sales increases that we're seeing.

A couple of questions, David, maybe first if we could start really on the work wear business or on the work side of the business. I know you called out several factors that led to this shortfall versus your expectations.

And I'm hoping you might be able to quantify some of those pieces, just so we get a sense of a magnitude of each of those?

Underlying, then I think is really important to understand the impact weather has on our business. Weather is perhaps -- when we anniversary weather events or we have weather events, when seasons are colder than they were the year before, that certainly helps drive increased sale in a quarter.

So that's number one. I really feel that that underlying both of our hunting and work business.

That is something that is always the number one factor. Number two is perhaps this weaker consumer environment, and particularly in the oil and gas regions.

And we've heard a lot of folks talking about that in the last couple of weeks, as they're talking about their business. We certainly have seen it, not that we really engaged in the oil and gas business, we have a few products in the Rocky line made specifically for oil and gas workers, but in those communities where businesses were really experiencing a lot of increased sales from the boom in oil and gas, that's where we're seeing things fall off a little bit, so the tangent to that.

I think those -- so it's weather first and then the economy next I think.

And then maybe a couple of follow-ups to that. On the oil and gas business, first, if you look at the business, I'm wondering if you could help provide a little more color just on the magnitude or the steepness, or kind of just helping to conceptualize how much of a fall off you've seen there?

Anything you can provide would be helpful.

Well, we also see that in our other business, so with Durango and Rocky West and the other categories of footwear. In and around the Texas, Oklahoma out and then in the sort of upper-Midwest, in pockets of Ohio and Pennsylvania, we're seeing some weakness there.

And if you're asking me to sort of pin a number on that, I would think that that would account for a $2 million of sales that we could have had in the three months in Q3, as things continued as they had last year there, and everybody was feeling good about oil and gas exploration. I think that the rest of it really is, we can sort of hang on a more general, weaker consumer confidence and the weather particularly in September was particularly difficult for us.

Sorry to keep asking about the same topic here, but just trying to drill down on the major category here. But maybe one more related question.

Just curious to hear as you look at the competitive environment obviously, and we heard from Wolverine recently, publicly, but I'm curious related to the competitive dynamic. And just curious to hear your perspective, maybe what type of data points or conversations or areas, industry indicators you look out to really get comfortable about, this is a broader industry factor and nothing specific to your brands?

As we talk to key retailers, key buyers and merchandisers and executives and that where we have relationships, we're hearing that store traffic is down particularly in September. We're hearing that it was very challenging, and that there was a lot of promotional activity that really didn't reap the sorts of results that retailers expected.

I think as we look at -- we are a retailer and we do have sort of insight into the top work brands and how they perform versus Georgia Boot and Rocky in our B2B business, the Lehigh business. And I can tell you that -- so we look at this monthly and look at the percentage of sales being derived from each brand and items that are performing and not performing.

And we see across the range of products and brands that there is a similar sort of activity and sales as there was in the same period last year. So I don't think that that we've done poor job of the products that we've sort of delivered in the quarter that are new for the fall and winter season.

I think that our brands -- there are also ways in which we can look out the traffic to our sites and sort of gauge consumer reactions. And we're not seeing a lot of consumers that all of sudden are disenchanted with our brands.

So I don't know what else I can say, I'm confident that the brand is still resonating well with the consumers. And once this sort of malaise clears, and I think what it will really cause it to an inflection here is a good jagger cold weather around the United States.

Maybe last one for me, sticking on the wholesale side, but more forward looking. If I look at the business this year, it looks like its shaping up to produce kind of a low-to-mid $50 million run rate per quarter, and understanding there is a lot of moving parts there, but do you think that's a type of level looking ahead that you can start to grow again into 2016 once weather cooperates more?

Do you think there's further downside in 2016, or how do you think about the trajectory going forward for the wholesale business?

We're talking $50 million run rate in U.S. wholesale, right, wholesale business.

Yes, it looks like each quarter you'll probably be in that low-to-mid $50 million range for that the wholesale business this year.

Right. So I think that by -- you ask me that question in 60 days from now, I've got a much better crystal ball, because we'll already be -- we have a wholesales meeting here this weekend.

We primarily have one season per year in terms of selling in, and that is fall winter. So we'll start to collect orders for the next year and start to get indications of interest from our retail folks of how we stack up and how we're going to stack up against their competitors.

And I can give you better feel then. But as we swung into this year of a 17% sales increase, and I think some of that was organic, I am sorry, some of that was acquisition, but 10% or 11% of it was organic.

We didn't project certainly internally. We had much higher expectations of where this year would go.

And as we swung into '14, our expectations were not for 17% of sales increase. So I think that our business is difficult to project and that is because of the sort of lacked off, as I talked earlier on the call.

It's difficult to forecast, because of this massive at-once business that we have. But we think we're doing the right things.

We think we have the right products in the pipeline. We think we have the right marketing behind it.

We think we've got great folks here to get consumers excited about our proposition. So yes, I mean we certainly hope that our business next year will rebound beyond the 2014 levels.

And then, maybe one last one, more for Jim. Just on the G&A cost structure, as you look forward to the next couple of quarters and understanding the low visibility on the topline.

How do you think you'll manage the G&A? And do you think going forward you can keep it closer to the recent run rate you've seen or is there anything that's going to cause it to grow more meaningfully?

Well, we certainly don't see anything that's going to cause us to grow more meaningfully. But I think that our SG&A tends to grow about by our sales increase.

And our variable SG&A is about 12% of our 12% to 15% of sales. So that's how we usually project that.

And then normalized increase of 1% or 2% on ongoing SG&A. So that's kind of how we project the SG&A.

So obviously that's why we're saying SG&A will be down slightly in the fourth quarter, as we look at this, because of that variable piece of SG&A that we have with a forecasted down in sales, right now.

Jonathan, on that issue of sort of expense control, if you look back at this company, certainly over the last 10 years, you'll see that. The one thing that we do pretty well is keeping a lid on SG&A tougher sales periods.

And we're focused on the other things that we think we can control, like receivables and the DSOs and aging and also inventory. So we're focused on those things as we go through this rough patch.

And I think we'll swing into next year with a really good balance sheet and with expenses under control and position for growth again.

I've got a few follow-ups. So, David, how clean do you think inventory levels are at retail?

And part of why I'm asking the question is I'm guessing that as retailers are seeing their business slow down, they are not reordering in order to try to keep their inventories in line with the trends. And I'm just wondering if you think they've done a good job with that or do you think they are still a little bit heavy, given kind of what the trends are or what do you think?

With the visibility we have into inventories with big guys, we believe that those -- and we help manage those inventories, we think that those inventories are well-managed. Where there might be some issues is in the small mom-and-pops, where through is a competitive nature of the business, they've been encouraged to stockpile.

But we've seen that the big guys are in pretty good shape.

And then how do you think about pent-up demand? I'm guessing with the work boot category in particular, if the weather isn't cold and wet and snowy, guys just go as long as they can without buying a new pair of boots.

But once it turns, then they need a new pair of boots. And I mean when you've seen these kinds of trends in the past, we've had a slow start to the season weather-wise, how does it tend to play out once the weather turns?

Do you see this big uptick, as guys are running out to buy new pairs of work boots?

That's the way it works. We sell the blue collar guy and he doesn't like that on a Saturday morning, thinking about going on a shopping excursion just to look at boots.

When his boots wear out or he has a lousy experience in the hunting, because his feet are wet and cold, he goes and buys another pair of boots. And that's why weather is such a critical factor in driving demand for work boots and for hunting boots.

So we always sit -- and what sort of stares me in the face everyday is we manage a $4 million retail business across the street, which is visible from my office window. And when it is cold and wet outside, we get an awful lot of traffic.

And when it's warm and dry outside, we have no traffic. It was 75 degrees here today in Nelsonville, Ohio, we had no traffic.

I was there, I was in the store for lunch. So I think that there is going to pent-up demand once the weather hits, absolutely.

Is there a date on the calendar, where if you get to a certain date, that guy is just like, forget about it, I'm just going wait until next year or does that really happen?

I think in hunting -- and we've seen this over the past five or eight years, as whatever we want to call it, as the climate has become warmer. We've seen this going on, where hunting seasons can get stalled and never really break loose the way they should when it's warm.

And hunting season, depending on the region of the country, its earlier south and then it gets later as you north. So if the weather doesn't align with the hunting season, the hunting season can be a little weak.

But again, we're selling a lot more sort of non-camouflage Brown Cordura or all-leather boots today than we sold in the past. And we used to do a huge business on a makeup with one of the large national sporting chain.

And they always used to buy sort of 80% brown and 20% camel, because if they wanted to be out of camel on the last day of the hunting season. And then if it was a little warmer, they knew the colder in January, probably they knew they could liquidate that inventory, because it was brown and people would wear it for casual wear.

And our lines over the past few years sort of developed that way too with more brown, more leather in the product line.

And I've got one last question, and bear with me, because I'm not really sure how to ask the question, but I'm going to ask it the right way. But you mentioned to Jon that you're a retailer as well as a wholesaler.

And when I think about the wholesale business or you tell me, as you think about your wholesale business, when you go through these periods like we're going through right now, where the weather is not cooperating and the demand isn't there at retail right now. Does that impact the wholesaler more than the retailer?

Because as a retailer you might see your sell-throughs slow down a little bit. And then you look at your days of inventory, they are extending and you start to panic, and you're calling up all your vendors, saying, I don't want any product, and so maybe it hits you harder as a wholesaler.

But then once the weather turns and the sell-through start to pick up again, you're getting all the reorders then, and then it swings harder the other way. And I think I am not sure if I'm asking that question the right way, but I'll let you try to answer it.

No. I think conceptually you're absolutely right.

That's the way it works. And that's why this is sort of an inventory-intensive business.

But the flipside of this intensity of inventory is that it is not a perishable product line, it's not like lattice. It's going to be good on the shelf for a long time.

So all we have to do for these periods is perhaps not produce as much or slow some of our vendor factories down a little bit, we turn the tap down a little bit to get the inventory back on line. And that's basically we're in that process right now.

But yes, I think that it does, obviously, has to do with the consumer first, so the retailer is closest to it, understands it before a wholesaler does, feels it before wholesaler does, and that's how that relationship works. Does that sort of answer your question or?

No, I think so. It was an odd question anyway.

No. I think, it's an interesting sort of thought and concept, and we're living with that everyday.

But I think just as being a manufacturer makes, I think, us a better sourcing, a more capable sourcer. Being a retailer also helps us sort of understand get this better insight into the wholesale, that how we should react in the wholesale business.

Well, thank you very much everyone for joining us on the call today. We're going to work hard in the next quarter to try and round up this year and for everything out that we can.

Thank you.