Exhibit 99.2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Rocky Brands, Inc.
We have audited the consolidated financial statements of Rocky Brands, Inc. and subsidiaries (the “Company”) as of December 31, 2006, and for each of the two years in the period ended December 31, 2006, and have issued our report thereon dated March 14, 2007 (which report as to the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph that, as discussed in Note 12 to the consolidated financial statements, effective January 1, 2006, the Company changed the manner in which it accounts for share-based compensation; and, as discussed in Note 1, the Company changed the manner in which it records the funded status of its defined benefit pension effective December 31, 2006); such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the accompanying index at Item 15 as of December 31, 2006 and 2005, and for each of the two years in the period ended December 31, 2006. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements as of December 31, 2006, and for each of the two years in the period ended December 31, 2006, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Columbus, Ohio
March 14, 2007