Rocky Sees Q3 Sales Boosted by EJ Acquisition

Rocky Shoes & Boots, Inc. announced that net sales for the three months ended September 30, 2005, increased 88.0% to a record $94.1 million from $50.1 million for the corresponding period a year ago. Net income rose to a record $6.5 million from $4.9 million and diluted earnings per share increased to $1.15 from 98 cents last year.

For the nine months ended September 30, 2005, net sales increased 122.5% to a record $221.1 million compared to net sales of $99.4 million for the nine months ended September 30, 2004. Net income rose to a record $10.4 million versus net income of $6.4 million a year ago, and diluted earnings per share increased to $1.86 versus $1.30 for the corresponding period last year.

On January 6, 2005, Rocky Shoe & Boots, Inc. completed the acquisition of EJ Footwear Group. The results for the three month and nine month period ended September 30, 2005 represent the performance of the consolidated company, while the year ago results reflect Rocky Shoes & Boots on a stand-alone basis.

Mike Brooks, chairman and CEO of Rocky Shoes & Boots, stated, “As we previously announced, third quarter sales of our outdoor footwear were weaker than expected, partially offset by strength in our work and western categories. While we are disappointed with our recent results, we remain very confident in the vitality of our brands and optimistic about our prospects for growth.”

Third Quarter Results

Net sales for the third quarter increased 88.0% to $94.1 million compared to $50.0 million a year ago. The third quarter results reflect the acquisition of EJ Footwear, which contributed $43.8 million in revenue during the three month period ended September 30, 2005.

Gross profit in the third quarter of 2005 increased to $34.1 million, or 36.2% of sales, from $16.0 million or 32.0% of sales, for the same period last year. The 420 basis point increase was primarily due to sales of EJ Footwear product which carry a higher gross margin than Rocky products.

Selling, general and administrative (SG&A) expenses were $21.8 million, or 23.2% of sales for the third quarter of 2005 compared to $8.3 million, or 16.6% of sales, a year ago. The increase was primarily a result of higher SG&A associated with the EJ Footwear business.

Income from operations increased to $12.3 million or 13.0% of net sales for the period from $7.7 million or 15.3% of net sales in the prior year.

Nine Month Results

Net sales for the nine months ended September 30, 2005 increased 122.5% to $221.1 million compared to $99.3 million a year ago. This was primarily a result of the EJ Footwear acquisition, which contributed $121.6 million in revenue during the period.

Gross profit increased to $84.0 million, or 38.0% of sales, from $29.4 million or 29.6% of sales, for the same period last year. The 840 basis point increase was primarily due to sales of EJ Footwear product which carry a higher gross margin than Rocky products.

Selling, general and administrative (SG&A) expenses were $62.0 million, or 28.0% of sales compared to $19.0 million, or 19.2% of sales, a year ago. The increase was primarily a result of higher SG&A associated with the EJ Footwear business.

Income from operations increased to $22.0 million or 10.0% of net sales versus $10.3 million or 10.4% of net sales in the prior year.

Funded Debt and Interest Expense

The company's funded debt at September 30, 2005 was $121.1 million versus $32.4 million at September 30, 2004. The year-over-year increase was principally due to borrowings under the credit facility to fund the purchase of EJ Footwear. Interest expense increased to $2.5 million for the third quarter fiscal 2005, versus $0.4 million for same period last year, primarily due to the increase in borrowings.

Inventory

Inventory increased to $77.3 million at September 30, 2005 compared with $38.7 million on the same date a year ago, primarily due to the acquisition of EJ Footwear.

Outlook

The company stated it remains comfortable with its previously updated guidance for fiscal 2005 of net sales in the range of $294 million to $296 million and earnings per share in the range of $2.25 to $2.29. The company also reaffirmed its fiscal 2006 guidance of net sales between $313 million to $318 million and diluted earnings per share in the range of $3.05 to $3.15.

Mr. Brooks concluded, “We are very pleased with our accomplishments year-to-date, particularly our record sales and profits, as well as our ability to successfully integrate the Rocky and EJ organizations. Looking ahead, we have a tremendous opportunity to increase our share of the market and expand our position in the industry. Our entire company is focused on achieving our strategic goals and delivering long-term value to our shareholders.”

             ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)

                 Three Months Ended            Nine Months Ended
                    September 30,                 September 30,
           ----------------------------- -----------------------------
                2005           2004           2005           2004
           -------------- -------------- -------------- --------------

NET SALES  $  94,087,786  $  50,052,894  $ 221,105,507  $  99,368,970

COST OF
 GOODS SOLD   60,014,309     34,056,404    137,100,919     69,977,667
           -------------- -------------- -------------- --------------

GROSS
 MARGIN       34,073,477     15,996,490     84,004,588     29,391,303

SELLING,
 GENERAL AND
 ADMINISTRATIVE
 EXPENSES     21,820,251      8,323,464     61,966,723     19,047,531
           -------------- -------------- -------------- --------------

INCOME FROM
 OPERATIONS   12,253,226      7,673,026     22,037,865     10,343,772

OTHER INCOME
 AND (EXPENSES):
   Interest
    expense   (2,523,143)      (422,120)    (6,517,313)      (955,561)
   Other-net     130,958        (54,404)       248,597         43,984
           -------------- -------------- -------------- --------------
    Total
     other-
      net     (2,392,185)      (476,524)    (6,268,716)      (911,577)

INCOME BEFORE
 INCOME TAXES  9,861,041      7,196,502     15,769,149      9,432,195

INCOME TAX
 EXPENSE       3,352,605      2,309,143      5,361,364      3,024,563
           -------------- -------------- -------------- --------------

NET INCOME $   6,508,436  $   4,887,359  $  10,407,785  $   6,407,632
           ============== ============== ============== ==============

NET INCOME
 PER SHARE
    Basic          $1.23          $1.06          $1.99          $1.41
    Diluted        $1.15          $0.98          $1.86          $1.30