UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended March 31, 2006

OR

o		Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period from                                           to                                          

Commission file number: 0-21026

39 E. Canal Street, Nelsonville, Ohio 45764
(Address of Principal Executive Offices, Including Zip Code)

(740) 753-1951

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o            Accelerated filer þ            Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

As of May 1, 2006, 5,390,473 shares of Rocky Shoes & Boots, Inc. common stock, no par value, were outstanding.

FORM 10-Q

ROCKY SHOES & BOOTS, INC.

TABLE OF CONTENTS

						PAGE
						NUMBER
PART I. FINANCIAL INFORMATION
		Item 1.		Financial Statements
				Condensed Consolidated Balance Sheets March 31, 2006 and 2005 (Unaudited), and December 31, 2005			3
				Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005 (Unaudited)			4
				Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (Unaudited)			5
				Notes to Interim Unaudited Condensed Consolidated Financial Statements		6 – 14
		Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15 – 20
		Item 3.		Quantitative and Qualitative Disclosures About Market Risk			21
		Item 4.		Controls and Procedures			21
PART II. OTHER INFORMATION
		Item 1.		Legal Proceedings			22
		Item 1A.		Risk Factors			22
		Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			22
		Item 3.		Defaults Upon Senior Securities			22
		Item 4.		Submission of Matters to a Vote of Security Holders			22
		Item 5.		Other Information			22
		Item 6.		Exhibits			23
SIGNATURE							24
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART 1 — FINANCIAL INFORMATION

See notes to the interim unaudited condensed consolidated financial statements.

ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Three Months Ended
		March 31,
		2006				2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	893,230			$	1,094,454
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,294,075				1,251,883
Deferred compensation and pension			579,713				205,068
(Gain) loss on disposal of fixed assets			(571,159	)			20,266
Stock compensation expense			164,020				60,000
Change in assets and liabilities, (net of effect of acquisition for 2005):
Receivables			8,409,949				6,443,496
Inventories			(7,609,756	)			(1,701,352	)
Other current assets			(685,281	)			(19,652	)
Other assets			(43,412	)			386,199
Accounts payable			10,035,665				1,974,913
Accrued and other liabilities			(1,401,627	)			(366,181	)
Net cash provided by operating activities			11,065,417				9,349,094
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets			(1,375,830	)			(969,660	)
Investment in trademarks and patents			(35,205	)
Proceeds from sale of fixed assets			1,851,584
Acquisition of business							(91,120,802	)
Net cash provided by (used in) investing activities			440,549				(92,090,462	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility			59,587,351				101,666,062
Repayment of revolving credit facility			(68,351,929	)			(68,165,268	)
Proceeds from long-term debt							48,000,000
Repayments of long-term debt			(2,498,562	)			(212,649	)
Debt financing costs							(2,114,843	)
Proceeds from exercise of stock options			231,041				351,561
Net cash provided by (used in) financing activities			(11,032,099	)			79,524,863
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			473,867				(3,216,505	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			1,608,680				5,060,859
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	2,082,547			$	1,844,354

See notes to the interim unaudited condensed consolidated financial statements.

ROCKY SHOES & BOOTS, INC.
AND SUBSIDIARIES

earnings per share as if SFAS 123 “Accounting for Stock-Based Compensation” had been applied to the three month period ended March 31, 2005.

The fair value of options granted during the three months ended March 31, 2005 was established at the date of grant using a Black-Scholes pricing model with the weighted average assumptions as follows:

The pro forma amounts may not be representative of the effects on reported net income for future years.

In January 2005 we issued 484,261 common shares valued at $11,573,838, as part of the purchase of the EJ Footwear LLC, Georgia Boot LLC, and HM Lehigh Safety Shoe Co. LLC (the “EJ Footwear Group”) from SILLC Holdings LLC.

4.		PER SHARE INFORMATION
		Basic earnings per share (EPS) is computed by dividing net income applicable to common shareholders by the basic weighted average number of common shares outstanding during each period. The diluted earnings per share computation includes common share equivalents, when dilutive. There are no adjustments to net income necessary in the calculation of basic and diluted earnings per share.

A reconciliation of the shares used in the basic and diluted income per common share computation for the three months ended March 31, 2006 and 2005 is as follows:

5.		RECENTLY ADOPTED FINANCIAL ACCOUNTING STANDARDS
		In February 2006, the FASB issued a FASB Staff Position (FSP), Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event (FSP FAS 123(R)-4). FSP FAS 123(R)-4 amends SFAS No. 123(R) and addresses the classification of stock options and similar instruments issued as employee compensation. Instruments having contingent cash settlement features are properly classified as equity if the cash settlement feature can be exercised only upon the occurrence of a contingent event that is outside the employee’s control, and it is not probable that the event will occur. If the contingent event becomes probable, the instrument shall be accounted for as a liability. The FSP was adopted by the Company in the first quarter, 2006. The adoption of FSP FAS 123(R)-4 did not have a material impact on the Company’s condensed consolidated financial statements.
6.		ACQUISITION
		On January 6, 2005, we completed the purchase of 100% of the issued and outstanding voting limited interests of the EJ Footwear Group from SILLC Holdings LLC.
		The EJ Footwear Group was acquired to expand the Company’s branded product lines, principally occupational products, and provide new channels for our existing product lines. The aggregate purchase price for the interests of EJ Footwear Group, including closing date working capital adjustments, was $93.1 million in cash plus 484,261 shares of our common stock valued at $11,573,838. Common stock value was based on the average closing share price during the three days preceding and three days subsequent to the date of the acquisition agreement.
		We have allocated the purchase price to the tangible and intangible assets and liabilities acquired based upon the fair values and income tax basis determined with the assistance of independent appraisals. Goodwill resulting from the transaction has been allocated entirely to the wholesale reportable segment and is not tax deductible. The purchase price has been allocated as follows:

Purchase price allocation:

Identified intangibles have been allocated as follows:

The results of operations of EJ Footwear Group are included in the results of operations of the Company effective January 1, 2005, as management determined that results of operations were not significant and no material transactions occurred during the period from January 1, 2005 to January 6, 2005.

7.		INTANGIBLE ASSETS
		A schedule of intangible assets is as follows:

Amortization expense for intangible assets was $143,332 and $171,310 for the three months ended March 31, 2006 and 2005, respectively. The weighted average amortization period for patents is six years and for customer relationships is five years.