##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 COMMISSION FILE NUMBER 1-9838
 NS GROUP, INC.
  Kentucky
(State or other jurisdiction of
incorporation or organization)
    
    61-0985936
(I.R.S. Employer
Identification No.)
 530 West Ninth Street, Newport, Kentucky 41071
 (859) 292-6809
 þ o
  þ o o
 o þ




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##### 



NS GROUP, INC.
INDEX
 PagePART I   FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Statements of Income
    
    
    3Condensed Consolidated Balance Sheets
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II   OTHER INFORMATION
    
    
    26Item 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2(c). Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    27Index To Exhibits
    
    
    28EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-12.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 NS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME  (in thousands, except per share amounts) (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30
    
    
    June 302006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    192,348
    
    
    $
    167,823
    
    
    $
    382,806
    
    
    $
    306,847Cost of products sold
    
    
    135,922
    
    
    
    122,027
    
    
    
    266,591
    
    
    
    232,588Gross profit
    
    
    56,426
    
    
    
    45,796
    
    
    
    116,215
    
    
    
    74,259Selling, general and administrative
expenses
    
    
    6,837
    
    
    
    5,763
    
    
    
    12,678
    
    
    
    11,636Operating income
    
    
    49,589
    
    
    
    40,033
    
    
    
    103,537
    
    
    
    62,623Investment income
    
    
    2,089
    
    
    
    407
    
    
    
    3,862
    
    
    
    646Interest expense
    
    
    (141
    )
    
    
    (176
    )
    
    
    (286
    )
    
    
    (335
    )Other, net
    
    
    90
    
    
    
    34
    
    
    
    177
    
    
    
    71Income before income taxes
    
    
    51,627
    
    
    
    40,298
    
    
    
    107,290
    
    
    
    63,005Provision for income taxes
    
    
    19,620
    
    
    
    3,077
    
    
    
    40,770
    
    
    
    6,451Net income
    
    $
    32,007
    
    
    $
    37,221
    
    
    $
    66,520
    
    
    $
    56,554Earnings per common share:Basic
    
    $
    1.42
    
    
    $
    1.67
    
    
    $
    2.96
    
    
    $
    2.55Diluted
    
    $
    1.41
    
    
    $
    1.65
    
    
    $
    2.94
    
    
    $
    2.51Weighted average shares outstanding:Basic
    
    
    22,473
    
    
    
    22,255
    
    
    
    22,453
    
    
    
    22,159Diluted
    
    
    22,715
    
    
    
    22,601
    
    
    
    22,664
    
    
    
    22,550
  3




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NS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS  (in thousands)
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)ASSETSCurrent assets:Cash and equivalents
    
    $
    176,481
    
    
    $
    145,124Accounts receivable, less allowances
of $1,791 and $1,563, respectively
    
    
    77,903
    
    
    
    59,658Inventories
    
    
    134,394
    
    
    
    136,635Operating supplies and prepaid expenses
    
    
    14,186
    
    
    
    11,534Deferred income taxes
    
    
    8,332
    
    
    
    7,885Total current assets
    
    
    411,296
    
    
    
    360,836Property, plant and equipment, net
    
    
    57,851
    
    
    
    48,515Other noncurrent assets
    
    
    5,330
    
    
    
    4,611Total assets
    
    $
    474,477
    
    
    $
    413,962LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    47,253
    
    
    $
    41,385Accrued liabilities and other
    
    
    20,500
    
    
    
    23,973Accrued income taxes
    
    
    1,703
    
    
    
    10,563Deferred revenue
    
    
    15,770
    
    
    
    17,407Current portion of long-term debt
    
    
    37
    
    
    
    36Total current liabilities
    
    
    85,263
    
    
    
    93,364Long-term debt
    
    
    357
    
    
    
    375Deferred income taxes
    
    
    1,994
    
    
    
    1,770Other long-term liabilities
    
    
    11,093
    
    
    
    10,610Total liabilities
    
    
    98,707
    
    
    
    106,119Shareholders equity:Preferred stock, no par value, 2,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, no par value, 40,000 shares authorized,
25,282 and 25,129 shares issued, respectively
    
    
    294,363
    
    
    
    293,372Treasury stock, at cost, 2,640 and 2,709 shares, respectively
    
    
    (25,946
    )
    
    
    (26,413
    )Accumulated other comprehensive income
    
    
    17
    
    
    
    29Retained earnings
    
    
    107,336
    
    
    
    40,855Shareholders equity
    
    
    375,770
    
    
    
    307,843Total liabilities and shareholders equity
    
    $
    474,477
    
    
    $
    413,962
  4




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NS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands) (Unaudited)
 Six Months EndedJune 302006
    
    
    2005CASH FLOWS  OPERATING ACTIVITIESNet income
    
    $
    66,520
    
    
    $
    56,554Adjustments to reconcile net income to net cash flows
provided by operating activities:Depreciation and amortization
    
    
    2,886
    
    
    
    2,696Stock-based compensation
    
    
    835
    
    
    
    241Deferred income taxes
    
    
    (223
    )
    
    
    (3,000
    )Amortization of deferred finance costs
    
    
    145
    
    
    
    145Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (18,245
    )
    
    
    (18,481
    )Inventories
    
    
    2,241
    
    
    
    6,656Other current assets
    
    
    (2,652
    )
    
    
    (1,461
    )Accounts payable
    
    
    6,928
    
    
    
    (9,609
    )Accrued liabilities
    
    
    (3,279
    )
    
    
    (1,131
    )Deferred revenue
    
    
    (1,637
    )
    
    
    99Income taxes payable
    
    
    (8,978
    )
    
    
    6,017Other, net
    
    
    111
    
    
    
    8Net cash flows provided by operating activities
    
    
    44,652
    
    
    
    38,734CASH FLOWS  INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (13,282
    )
    
    
    (2,487
    )Acquisition transaction costs
    
    
    (577
    )
    
    
    Purchases of short-term investments
    
    
    
    
    
    
    (10,353
    )Proceeds from sales of assets held for sale
    
    
    
    
    
    
    426Net cash flows used by investing activities
    
    
    (13,859
    )
    
    
    (12,414
    )CASH FLOWS  FINANCING ACTIVITIESRepayments of long-term debt
    
    
    (18
    )
    
    
    (20
    )Proceeds from option exercises
    
    
    666
    
    
    
    4,531Tax benefit from stock-based compensation
    
    
    118
    
    
    
    Additions to cost of treasury shares
    
    
    (202
    )
    
    
    (104
    )Net cash flows provided by financing activities
    
    
    564
    
    
    
    4,407Increase in cash and equivalents
    
    
    31,357
    
    
    
    30,727Cash and equivalents at beginning of period
    
    
    145,124
    
    
    
    30,944Cash and equivalents at end of period
    
    $
    176,481
    
    
    $
    61,671Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    4
    
    
    $
    5Cash paid during the period for income taxes
    
    $
    49,792
    
    
    $
    3,125
  5




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   Reclassifications
  Use of Estimates
  Stock-Based Compensation
  6




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Recently Issued Accounting Standards
  Note 2: STOCK-BASED COMPENSATION
     7




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Three Months Ended
    
    
    Six Months Ended(In thousands, except per share amounts)
    
    June 30, 2005
    
    
    June 30, 2005Net income  as reported
    
    $
    37,221
    
    
    $
    56,554Add: Stock-based employee compensation
included in reported net income, net of
related tax effects
    
    
    50
    
    
    
    77Less: Stock-based employee compensation
expense determined under the fair value
method for all awards, net of related tax effects
    
    
    (150
    )
    
    
    (346
    )Net income  pro forma
    
    $
    37,121
    
    
    $
    56,285Diluted income per share  as reported
    
    $
    1.65
    
    
    $
    2.51Effect of stock-based employee
compensation expense determined under the fair
value method for all awards, net of related tax
effects
    
    
    (0.01
    )
    
    
    (0.01
    )Diluted income per share  pro forma
    
    $
    1.64
    
    
    $
    2.50
   2006
    
    2005Dividend yield
    
    None
    
    NoneVolatility
    
    
    54
    %
    
    
    65
    %Risk-free interest rate
    
    
    5.0
    %
    
    
    4.0
    %Expected life in years
    
    
    5
    
    
    
    6
 8




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Weighted AverageRemaining
    
    Aggregate IntrinsicWeighted Average
    
    Contractual Term
    
    ValueShares
    
    Exercise Price
    
    (in years)
    
    (in thousands)Outstanding, beginning of period
    
    
    259,241
    
    
    $
    14.44Granted
    
    
    123,915
    
    
    
    53.70Exercised
    
    
    (61,750
    )
    
    
    10.79Forfeited/cancelled
    
    
    (5,374
    )
    
    
    19.29Outstanding, end of period
    
    
    316,032
    
    
    
    30.44
    
    
    
    7.4
    
    
    $
    7,788Options exercisable, end of
period
    
    
    132,219
    
    
    $
    12.59
    
    
    
    6.6
    
    
    $
    5,617
     Weighted Average GrantShares
    
    Date Fair ValueNonvested, beginning of period
    
    
    38,400
    
    
    $
    19.48Granted
    
    
    154,272
    
    
    
    53.70Vested
    
    
    (10,498
    )
    
    
    12.10Forfeited
    
    
    (860
    )
    
    
    28.39Nonvested, end of period
    
    
    181,314
    
    
    
    31.40
  9




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(In thousands)Cost of products sold
    
    $
    33.0Selling, general and administrative expenses
    
    
    802.0Stock-based compensation
expense before income taxes
    
    
    835.0Income tax benefit
    
    
    317.0Total stock-based compensation
expense after income taxes
    
    $
    518.0
 Note 3: EARNINGS PER SHARE
  Three Months Ended
    
    Six Months EndedJune 30
    
    June 30(In thousands)
    
    2006
    
    2005
    
    2006
    
    2005Number of common shares outstanding at period-end
    
    
    22,642
    
    
    
    22,340
    
    
    
    22,642
    
    
    
    22,340Effect of using weighted average common shares outstanding
    
    
    (169
    )
    
    
    (85
    )
    
    
    (189
    )
    
    
    (181
    )Weighted average basic common shares outstanding
    
    
    22,473
    
    
    
    22,255
    
    
    
    22,453
    
    
    
    22,159Dilutive effect of common stock options and nonvested
restricted stock
    
    
    242
    
    
    
    346
    
    
    
    211
    
    
    
    391Weighted average diluted common shares outstanding
    
    
    22,715
    
    
    
    22,601
    
    
    
    22,664
    
    
    
    22,550Potentially issuable shares
    
    
    327
    
    
    
    468
    
    
    
    282
    
    
    
    478Number of potentially issuable shares excluded from diluted
common shares outstanding
    
    
    124
    
    
    
    
    
    
    
    62
    
    
    
    
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Note 4: SEGMENT AND CONCENTRATIONS INFORMATION
  Three Months Ended
    
    
    Six Months EndedJune 30
    
    
    June 30(In thousands)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Seamless
    
    $
    130,414
    
    
    $
    106,679
    
    
    $
    262,869
    
    
    $
    185,831Welded
    
    
    61,934
    
    
    
    61,144
    
    
    
    119,937
    
    
    
    121,016$
    192,348
    
    
    $
    167,823
    
    
    $
    382,806
    
    
    $
    306,847
 Concentrations
     Note 5: INVENTORIES
  June 30,
    
    
    December 31,(In thousands)
    
    2006
    
    
    2005Raw materials
    
    $
    27,909
    
    
    $
    33,970Semi-finished and finished products
    
    
    106,485
    
    
    
    102,665$
    134,394
    
    
    $
    136,635
 11




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Note 6: REVOLVING CREDIT FACILITY
   Note 7: COMMITMENTS AND CONTINGENCIES
  Environmental
     12




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Other
  Note 8: EMPLOYEE BENEFIT PLANS
  Three Months Ended June 30Pension
    
    
    Health(In thousands)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    96
    
    
    $
    100
    
    
    $
    5
    
    
    $
    6Interest cost
    
    
    47
    
    
    
    40
    
    
    
    5
    
    
    
    5Recognized actuarial loss
    
    
    3
    
    
    
    1
    
    
    
    
    
    
    
    Amortization of
transition obligation
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7$
    146
    
    
    $
    141
    
    
    $
    17
    
    
    $
    18
 Six Months Ended June 30Pension
    
    
    Health(In thousands)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    192
    
    
    $
    199
    
    
    $
    10
    
    
    $
    11Interest cost
    
    
    95
    
    
    
    80
    
    
    
    10
    
    
    
    10Recognized actuarial loss
    
    
    5
    
    
    
    2
    
    
    
    
    
    
    
    Amortization of
transition obligation
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    14$
    292
    
    
    $
    281
    
    
    $
    34
    
    
    $
    35
 Note 9: PRODUCT WARRANTIES
  13




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,(In thousands)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    1,831
    
    
    $
    2,930
    
    
    $
    1,833
    
    
    $
    2,051Accruals for warranties during
the period
    
    
    477
    
    
    
    437
    
    
    
    783
    
    
    
    2,173Settlements made during the period
    
    
    (347
    )
    
    
    (202
    )
    
    
    (655
    )
    
    
    (1,059
    )Balance, end of period
    
    $
    1,961
    
    
    $
    3,165
    
    
    $
    1,961
    
    
    $
    3,165
  Note 10: SUBSEQUENT EVENTS
 Asset Purchase Agreement
    Amendment to Revolving Credit Facility
  Change of Control Severance Agreements
  14




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    OVERVIEW
 Our Products and Facilities
    15




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Economic and Industry-Wide Factors that Affect our Business
 Demand for Our Products
   Three Months Ended June 30
    
    Six Months Ended June 302006
    
    2005
    
    2006
    
    2005Average natural gas price per mcf
    
    $
    6.79
    
    
    $
    6.73
    
    
    $
    7.88
    
    
    $
    6.50Average U.S. rig count
    
    
    1,635
    
    
    
    1,339
    
    
    
    1,578
    
    
    
    1,311Domestic OCTG shipments
    
    
    0.8
    
    
    
    0.7
    
    
    
    1.5
    
    
    
    1.3(millions of tons)OCTG imports
    
    
    0.5
    
    
    
    0.5
    
    
    
    1.0
    
    
    
    0.8(millions of tons)OCTG inventories
    
    
    
    
    
    
    
    
    
    
    2.1
    
    
    
    1.9(millions of tons at period-end)Inventory tons per rig
    
    
    
    
    
    
    
    
    
    
    1,279
    
    
    
    1,387(at period-end)
 Source: Baker Hughes, Preston Pipe and Tube Report, New York Mercantile Exchange, and Company estimates
   16




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Imports
  
    
    currency exchange rates;
    
    overall world-wide demand for OCTG;
    
    freight costs;
    
    the trade practices of foreign governments and producers; and
    
    the presence or absence of antidumping, countervailing duty or other U.S. government
orders that raise the cost or impose limits on imports.
   Costs of Our Products
  
    
    supply and demand factors, both domestic and global;
    
    freight costs and transportation availability;
    
    inventory levels of brokers and distributors;
    
    the level of imports and exports; and
    
    general economic conditions.
 17




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NS Group Purchased Steel Scrap
Average Cost Per Net Ton
  
  Average Price Per Ton of Steel Coil
  
    18




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Results of Operations  Second Quarter 2006 Compared to Second Quarter 2005
 Net Sales
 Three Months Ended
    
    
    ChangeJune 30
    
    
    2006 vs. 20052006
    
    
    2005
    
    
    Amount
    
    
    %Net sales (in thousands)Seamless products
    
    $
    130,414
    
    
    $
    106,679
    
    
    $
    23,735
    
    
    
    22.2Welded products
    
    
    61,934
    
    
    
    61,144
    
    
    
    790
    
    
    
    1.3$
    192,348
    
    
    $
    167,823
    
    
    $
    24,525
    
    
    
    14.6Revenue per ton (tubular)Seamless products
    
    $
    1,674
    
    
    $
    1,659
    
    
    $
    15
    
    
    
    0.9Welded products
    
    $
    1,087
    
    
    $
    1,071
    
    
    $
    16
    
    
    
    1.5Tubular tons shippedSeamless products
    
    
    75,600
    
    
    
    63,700
    
    
    
    11,900
    
    
    
    18.7Welded products
    
    
    57,000
    
    
    
    57,100
    
    
    
    (100
    )
    
    
    (0.2
    )132,600
    
    
    
    120,800
    
    
    
    11,800
    
    
    
    9.8Average rig count
    
    
    1,635
    
    
    
    1,339
    
    
    
    296
    
    
    
    22.1
  Gross Profit
 Three Months Ended
    
    ChangeJune 30
    
    2006 vs. 2005($ in thousands)
    
    2006
    
    2005
    
    Amount
    
    %Gross profit
    
    $
    56,426
    
    
    $
    45,796
    
    
    $
    10,630
    
    
    
    23.2Gross profit %
    
    
    29.3
    
    
    
    27.3
    
    
    
    2.0
  19




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Selling, General and Administrative Expenses
 Three Months Ended
    
    ChangeJune 30
    
    2006 vs. 2005($ in thousands)
    
    2006
    
    2005
    
    Amount
    
    %Selling, general and
administrative
    
    $
    6,837
    
    
    $
    5,763
    
    
    $
    1,074
    
    
    
    18.64
  Investment Income, Interest Expense, Other, Net
   Income Taxes
  20




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Results of Operations  First Half 2006 Compared to First Half 2005
 Net Sales
 Six Months Ended
    
    
    ChangeJune 30
    
    
    2006 vs. 20052006
    
    
    2005
    
    
    Amount
    
    
    %Net sales (in thousands)Seamless products
    
    $
    262,869
    
    
    $
    185,831
    
    
    $
    77,038
    
    
    
    41.46Welded products
    
    
    119,937
    
    
    
    121,016
    
    
    
    (1,079
    )
    
    
    (0.89
    )$
    382,806
    
    
    $
    306,847
    
    
    $
    75,959
    
    
    
    24.75Revenue per ton (tubular)Seamless products
    
    $
    1,702
    
    
    $
    1,572
    
    
    $
    130
    
    
    
    8.27Welded products
    
    $
    1,066
    
    
    $
    1,073
    
    
    $
    (7
    )
    
    
    (0.65
    )Tubular tons shippedSeamless products
    
    
    150,900
    
    
    
    116,700
    
    
    
    34,200
    
    
    
    29.31Welded products
    
    
    112,500
    
    
    
    112,800
    
    
    
    (300
    )
    
    
    (0.27
    )263,400
    
    
    
    229,500
    
    
    
    33,900
    
    
    
    14.77Average rig count
    
    
    1,578
    
    
    
    1,311
    
    
    
    267
    
    
    
    20.37
  Gross Profit
 Six Months Ended
    
    ChangeJune 30
    
    2006 vs. 2005($ in thousands)
    
    2006
    
    2005
    
    Amount
    
    %Gross profit
    
    $
    116,215
    
    
    $
    74,259
    
    
    $
    41,956
    
    
    
    56.50Gross profit %
    
    
    30.4
    
    
    
    24.2
    
    
    
    6.2
  21




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##### Table of Contents



Selling General and Administrative Expenses
 Six Months Ended
    
    ChangeJune 30
    
    2006 vs. 2005($ in thousands)
    
    2006
    
    2005
    
    Amount
    
    %Selling, general and
administrative
    
    $
    12,678
    
    
    $
    11,636
    
    
    $
    1,042
    
    
    
    8.95
  Investment Income, Interest Expense, Other, Net
   Income Taxes
  LIQUIDITY AND CAPITAL RESOURCES
 Overview
   Working Capital
  22




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##### Table of Contents



Operating Cash Flows
   Investing Cash Flows
   Financing Cash Flows
  Contractual Obligations and Other Cash Requirements
   23




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##### Table of Contents



Acquisition
    Amendment to Revolving Credit Facility
  Critical Accounting Policies and Estimates
   RECENTLY ISSUED ACCOUNTING STANDARDS
  24




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##### Table of Contents



OTHER MATTERS
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
 Changes in Internal Controls.
 25




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (c)
    
    On October 21, 2005, our Board of Directors approved a share
repurchase program for up to 2.25 million shares of our common stock.
Repurchases may be made by us from time to time in open market
purchases or through privately negotiated transactions through
December 31, 2006. There were no shares repurchased under this program
during the quarter ended June 30, 2006. As of June 30, 2006, the
maximum number of shares remaining to be purchased under this program
is 2,124,600.
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal
    
    For
    
    WithheldElection of six directors:Clifford R. Borland
    
    
    18,408,130
    
    
    
    938,178David A. B. Brown
    
    
    18,651,110
    
    
    
    695,198Patrick J. B. Donnelly
    
    
    18,416,100
    
    
    
    930,208George A. Helland, Jr.
    
    
    18,819,771
    
    
    
    526,537René J. Robichaud
    
    
    18,422,030
    
    
    
    924,278John F. Schwarz
    
    
    18,819,815
    
    
    
    526,493
 For
    
    Against
    
    AbstainRatify the appointment of the
Companys independent registered
public accounting firm
    
    
    19,038,569
    
    
    
    303,674
    
    
    
    4,065
 
 ITEM 6. EXHIBITS
 (a)
    
    Exhibits  Reference is made to the Index to Exhibits, which is
included herein as part of this report
 26




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##### Table of Contents



SIGNATURES
  NS GROUP, INC.Date: August 8, 2006
    By:
    /s/ René J. RobichaudRené J. Robichaud, President andChief Executive Officer and Director
(Principal Executive Officer)Date: August 8, 2006
    By:
    /s/ Thomas J. DepenbrockThomas J. Depenbrock, Vice President  Finance, Treasurer and Chief Financial Officer
(Principal Financial Officer)Date: August 8, 2006
    By:
    /s/ Gerard J. BrinkmanGerard J. BrinkmanCorporate Controller
(Principal Accounting Officer) 27




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##### Table of Contents



INDEX TO EXHIBITS
 Number
    
    Description3.1(a)
    
    Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to
Amendment No. 1 to the Companys Form S-1 dated January 17, 1995, File No. 33-56637,
and incorporated herein by this reference.3.1(b)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation, dated
November 4, 1998, filed as Exhibit 3.1 to the Companys Form 10-Q for the quarter
ended September 30, 2001, File No. 1-9838, and incorporated herein by this reference.3.2
    
    Amended and Restated By-Laws of the Company, dated July 30, 2003, filed as Exhibit 3.2
to the Companys Form 10-Q for the fiscal quarter ended June 30, 2003, File No.
1-9838, and incorporated herein by this reference.4.1
    
    Rights Agreement dated November 17, 1998, between the Company and Registrar and
Transfer Company, filed as Exhibit 1 to the Companys Form 8-K dated November 5, 1998,
File No. 1-9838, and incorporated herein by this reference.10.1
    
    Form of NS Group, Inc. Equity Plan Incentive Stock Agreement, filed herewith.10.2
    
    Form of NS Group, Inc. Equity Plan Nonqualified Stock Option Agreement, filed herewith.10.3
    
    Form of NS Group, Inc. Non-Employee Director Equity Plan Nonqualified Stock Option
Agreement, filed herewith.10.4
    
    Form of NS Group, Inc. Non-Equity Plan Performance Units Agreement, filed herewith.10.5
    
    Form of NS Group, Inc. Non-Employee Director Equity Plan Restricted Shares Agreement,
filed herewith.10.6
    
    Form of NS Group, Inc. Equity Plan Restricted Shares Agreement, filed herewith.12.1
    
    Computation of Ratio of Earnings to Fixed Charges, filed herewith.31.1
    
    Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a),
filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a),
filed herewith.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350 and Exchange Act Rule 13a-14(b),
furnished herewith.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350 and Exchange Act Rule 13a-14(b),
furnished herewith.
 28