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Changes in Internal Control over Financial Reporting
−Removed: As part of our evaluation of the effectiveness of internal controls over financial reporting described below, we made certain improvements to our internal controls.
−Removed: However, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: We have made the necessary and appropriate updates to our internal controls as it relates to financial reporting over our Acquired Brands, none of which were material.
+Added: We are currently evaluating the business processes, information technology systems, and other components over internal controls of financial reporting related to the Acquired Brands as a part of our integration activities which may result in periodic control changes.
+Added: Such changes will be disclosed as required by applicable SEC guidance.
+Added: Disclosure Controls and Procedures
+Added: We completed the following acquisition during 2021:
+Added: the Acquisition of the performance and lifestyle footwear business of Honeywell International, Inc.
+Added: on March 15, 2021.
+Added: The scope of our management's assessment of the effectiveness of our internal controls over financial reporting for the year ended December 31, 2021 will not include the Acquisition.
+Added: This exclusion is allowed in accordance with the Securities and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from the reporting company's scope in the year of acquisition.
Management’s Report on Internal Control over Financial Reporting
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Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) .
+Added: Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as of December 31, 2021.
+Added: The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our businesses except for the performance and lifestyle business of Honeywell International Inc., which was acquired on March 15, 2021 (the “Acquisition”). 
+Added: The Acquisition constituted approximately 19% of total assets and approximately 35% of total revenues of the consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021. 
+Added: Further discussion of the Acquisition can be found in Note 3 of the Notes to our Consolidated Financial Statements.  
+Added: This exclusion is in accordance with SEC staff interpretive guidance that a recently acquired business may be omitted from the scope of the assessment in the year of acquisition.
Based upon that evaluation under the framework in Internal Control –
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and Subsidiaries’
−Removed: (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework (2013) issued by the COSO.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and the related consolidated statements of operations, shareholders’
+Added: (the Company’s) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control —
+Added: Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control —
+Added: Integrated Framework (2013) issued by COSO.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets and the related statements of income, comprehensive income, stockholders’
equity, and cash flows of the Company, and our report dated March 15, 2022, expressed an unqualified opinion.
+Added: As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting of the Performance and Lifestyle Footwear Business of Honeywell International Inc., which was acquired on March 15, 2021.
+Added: This acquisition constituted approximately 19% of total assets and approximately 35% of total revenues of the consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021.
+Added: Accordingly, our audit did not include the internal control over financial reporting at the Performance and Lifestyle Footwear Business of Honeywell International, Inc.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. 
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
−Removed: We conducted our audit in accordance with the standards of the PCAOB. 
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. 
−Removed: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances. 
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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OTHER INFORMATION.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .
−Removed: The information required by this item is included under the captions “ELECTION OF DIRECTORS”, “INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE”, “INFORMATION CONCERNING EXECUTIVE OFFICERS”
−Removed: and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”
−Removed: in the Company's Proxy Statement for the 2021 Annual Meeting of Shareholders (the “Proxy Statement”) to be held on May 26, 2021, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference.
+Added: The information required by this item is included under the captions "ELECTION OF DIRECTORS," "INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE," "INFORMATION CONCERNING EXECUTIVE OFFICERS" and "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the Company's Proxy Statement for the 2022 Annual Meeting of Shareholders (the "Company's Proxy Statement") to be held on May 25, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference.
EXECUTIVE COMPENSATION .
−Removed: The information required by this item is included under the captions “EXECUTIVE COMPENSATION”
−Removed: and “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS”
−Removed: and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”
−Removed: in the Company's Proxy Statement, and is incorporated herein by reference.
+Added: The information required by this item is included under the captions "EXECUTIVE COMPENSATION" and "REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS" and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" in the Company's Proxy Statement, and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS .
−Removed: The information required by this item is included under the caption “PRINCIPAL HOLDERS OF VOTING SECURITIES - OWNERSHIP OF COMMON STOCK BY MANAGEMENT,”
−Removed: “- OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS,”
−Removed: and “EQUITY COMPENSATION PLAN INFORMATION,”
−Removed: in the Company's Proxy Statement, and is incorporated herein by reference.
+Added: The information required by this item is included under the caption "PRINCIPAL HOLDERS OF VOTING SECURITIES - OWNERSHIP OF COMMON STOCK BY MANAGEMENT," "- OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS," and "EQUITY COMPENSATION PLAN INFORMATION," in the Company's Proxy Statement, and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
−Removed: The information required by this item is included under the caption “INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE”
−Removed: and “TRANSACTIONS WITH RELATED PERSONS”
−Removed: in the Company's Proxy Statement, and is incorporated herein by reference.
+Added: The information required by this item is included under the caption "INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE" and "TRANSACTIONS WITH RELATED PERSONS" in the Company's Proxy Statement, and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: The information required by this item is included under the caption “FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”
−Removed: in the Company’s Proxy Statement, and is incorporated herein by reference.
+Added: The information required by this item is included under the caption "FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM" in the Company’s Proxy Statement, and is incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 24, 2021, and filed on January 26, 2021).
+Added: Letter Agreement, dated March 14, 2021, by and among Honeywell Safety Products USA, Inc., North Safety Products Limited, Honeywell Safety Products (IK) Limited, North Safety de Mexicali S 
+Added: de C.V, Honeywell (China) Co.
+Added: and Rocky Brands, Inc.
+Added: (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on form 10-Q for the fiscal quarter ended March 31, 2021).
Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
Amendment to Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
−Removed: Amended and Restated Code of Regulations of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, registration number 33-56118 (the “Registration Statement”)).
+Added: Amended and Restated Code of Regulations of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, registration number 33-56118 (the "Registration Statement")).
Form of Stock Certificate for the Company (incorporated by reference to Exhibit 4.1 to the Registration Statement).
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and The Puerto Rico Industrial Development Company (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
−Removed: Company’s 2014 Omnibus Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders, held on May 7, 2015, filed on April 7, 2014).
+Added: Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, held on May 26, 2021, filed on April 21, 2021).
Renewal of Lease Contract, dated June 24, 2004, between Five Star Enterprises Ltd.
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Company’s Incentive Compensation Plan (incorporated by reference to the Company’s Definitive Proxy Statement for the 2017 Annual Meeting of Shareholders).
−Removed: Form of Option Award Agreement under the Company’s 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
−Removed: Form of Restricted Stock Unit Award Agreement under the Company’s 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
−Removed: Form of Performance Stock Unit Award Agreement under the Company’s 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
+Added: Form of Option Award Agreement under the Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
+Added: Form of Restricted Stock Unit Award Agreement under the A mended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
+Added: Form of Performance Stock Unit Award Agreement under the A mended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
Employment Agreement, dated January 1, 2019, by and between the Company and Jason Brooks (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2018, filed January 7, 2019).
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(incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated December 31, 2018, filed January 7, 2019).
−Removed: Revolving Credit, Guaranty, and Security Agreement, dated February 13, 2019, among Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear, Inc., Rocky Brands US, LLC, Rocky Brands International, LLC, and Rocky Outdoor Gear Store, LLC, as borrowers, the financial institutions party thereto as lenders, and The Huntington National Bank, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2019, filed February 19, 2019).
−Removed: First Amendment to Revolving Credit, Guaranty and Security Agreement dated November 15, 2019 among Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear Inc., Rocky Brands US, LLC, Rocky Brands International, LLC, and Rocky Outdoor Gear Store, LLC, as borrowers, the financial institutions party thereto as lenders, and The Huntington National Bank, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2019, filed February 19, 2019).
−Removed: Revolving Credit, Guaranty, and Security Agreement dated March 15, 2021 between the Company and Bank of America, N.A.
+Added: ABL Loan and Security Agreement dated March 15, 2021 between the Company and Bank of America, N.A.
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 15, 2021 and filed on March 16, 2021).
−Removed: Term Credit and Security Agreement dated March 15, 2021 between the Company and The Direct Lending Group of TCW Asset Management Company, LLC.
+Added: Term Credit Loan and Security Agreement dated March 15, 2021 between the Company and The Direct Lending Group of TCW Asset Management Company, LLC. 
(incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated March 15, 2021 and filed on March 16, 2021).
+Added: First Amendment to ABL Loan and Security Agreement, dated December 10, 2021, between the Company, Bank of America, N.A.
+Added: and the other lenders party thereto.
+Added: First Amendment to Term Loan and Security Agreement, dated December 10, 2021, between the Company, TCW Asset Management Company LLC and the other lenders party thereto.
Subsidiaries of the Company.
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Section 1350 Certification of Principal Executive Officer/Principal Financial Officer.
−Removed: Attached as Exhibits 101 to this report are the following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline eXtensible iXBRL (“eXtensible Business Reporting Language”):
+Added: Attached as Exhibits 101 to this report are the following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline eXtensible iXBRL ("eXtensible Business Reporting Language"):
(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements.
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Securities and Exchange Commission.
+Added: (P) Paper Filing.
+Added: FORM 10-K SUMMARY
+Added: Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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/s/ JASON BROOKS
−Removed: Jason Brooks, Chief Executive Officer
+Added: Jason Brooks, Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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/s/ JASON BROOKS
−Removed: Chief Executive Officer
+Added: Chairman, President and Chief Executive Officer
March 15, 2022
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/s/ THOMAS D.
−Removed: Chief Financial Officer
+Added: Executive Vice President, Chief Financial Officer and Treasurer
March 15, 2022
(Principal Financial and Accounting Officer)
+Added: Assistant Secretary and Director
+Added: March 15, 2022
* MIKE BROOKS
−Removed: Chairman and Director
March 15, 2022
−Removed: Secretary and Director
March 15, 2022
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Year ended December 31, 2020
+Added: $ ( 1,162 ) (1)
VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS
Year ended December 31, 2021
+Added: $ (298 )  
Year ended December 31, 2020
+Added: $ ( 74 )  
ALLOWANCE FOR DISCOUNTS AND RETURNS
Year ended December 31, 2021
+Added: $ 1,818  
+Added: $ 26,454  
+Added: $ ( 25,757 )  
+Added: $ 2,515  
Year ended December 31, 2020
+Added: $ 1,480  
+Added: $ 23,223  
+Added: $ ( 22,885 )  
+Added: $ 1,818  
Amount charged off, net of recoveries
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.