##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 Commission File Number 000-30138
 ROCKFORD CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 ARIZONA
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    86-0394353
(I.R.S. Employer
Identification No.)600 South Rockford Drive 
Tempe, Arizona
(Address of Principal Executive Offices)
    
    85281
(Zip Code)
 (480) 967-3565
(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 such filing requirements for the past 90 days. Yes þ No o
 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
 Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ 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
 Indicate the number of shares of each of the issuers classes of common stock, as of the
latest practical date:
 As of August 6, 2009, there were 8,581,208 shares of Common Stock, $.01 par value per share,
outstanding.




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##### 



ROCKFORD CORPORATION AND SUBSIDIARIES
 TABLE OF CONTENTS
 Forward Looking Statements
    
    
    3Part I: Financial Information
    
    
    4Item 1. Financial Statements
    
    
    4Condensed Consolidated Balance Sheets December 31, 2008 and June 30, 2009 (Unaudited)
    
    
    4Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2008 and 2009 (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2008 and 2009 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements  June 30, 2009 (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18Part II: Other Information
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 6. Exhibits and Reports on Form 8-K
    
    
    20Signatures
    
    
    21CertificationsEx  10.84Ex  31.1Ex  31.2Ex  32EX-10.84EX-31.1EX-31.2EX-32
  2




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Forward-Looking Statements
    3




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 (In thousands except share data)
 December 31,
    
    
    June 30,2008
    
    
    2009(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances of $1,441 and $841 at December 31, 2008 and
June 30, 2009, respectively
    
    
    12,856
    
    
    
    15,697Inventories
    
    
    13,043
    
    
    
    6,165Prepaid expenses and other current assets
    
    
    551
    
    
    
    464Total current assets
    
    
    26,450
    
    
    
    22,326Property and equipment, net
    
    
    1,743
    
    
    
    1,673Other assets
    
    
    332
    
    
    
    271Total assets
    
    $
    28,525
    
    
    $
    24,270Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    3,980
    
    
    $
    6,245Accrued salaries and incentives
    
    
    1,367
    
    
    
    793Accrued warranty and returns
    
    
    700
    
    
    
    666Other accrued expenses
    
    
    1,838
    
    
    
    2,232Current portion of capital lease and other long-term liabilities
    
    
    161
    
    
    
    137Notes payable, less unaccreted discount of $20 at December 31, 2008
    
    
    4,980
    
    
    
    2,500Asset-based credit facility
    
    
    7,547
    
    
    
    4,595Total current liabilities
    
    
    20,573
    
    
    
    17,168Notes payable, less unaccreted discount of $10 at December 31, 2008
    
    
    2,593
    
    
    
    1,297Long-term portion of capital lease and other long-term liabilities
    
    
    66
    
    
    
    106Total liabilities
    
    
    23,232
    
    
    
    18,571Shareholders equity:Common stock, $.01 par value  Authorized shares  40,000,000 Issued shares
9,395,720 at December 31, 2008 and June 30, 2009
    
    
    94
    
    
    
    94Additional paid-in capital
    
    
    38,554
    
    
    
    38,616Accumulated deficit
    
    
    (32,044
    )
    
    
    (31,700
    )Less: Treasury stock, at cost  814,512 shares at December 31, 2008 and June 30, 2009
    
    
    (1,311
    )
    
    
    (1,311
    )Total shareholders equity
    
    
    5,293
    
    
    
    5,699Total liabilities and shareholders equity
    
    $
    28,525
    
    
    $
    24,270
   4




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(In thousands, except per share data)
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Net sales
    
    $
    21,786
    
    
    $
    15,448
    
    
    $
    40,230
    
    
    $
    29,914Cost of goods sold
    
    
    14,163
    
    
    
    10,530
    
    
    
    26,251
    
    
    
    20,572Gross profit
    
    
    7,623
    
    
    
    4,918
    
    
    
    13,979
    
    
    
    9,342Operating expenses:Sales and marketing
    
    
    3,410
    
    
    
    2,073
    
    
    
    6,605
    
    
    
    4,330General and administrative
    
    
    3,255
    
    
    
    1,989
    
    
    
    5,660
    
    
    
    4,012Research and development
    
    
    716
    
    
    
    451
    
    
    
    1,356
    
    
    
    934Total operating expenses
    
    
    7,381
    
    
    
    4,513
    
    
    
    13,621
    
    
    
    9,276Operating income
    
    
    242
    
    
    
    405
    
    
    
    358
    
    
    
    66Interest and other (income) expense, net
    
    
    (597
    )
    
    
    78
    
    
    
    (390
    )
    
    
    (286
    )Income before income taxes
    
    
    839
    
    
    
    327
    
    
    
    748
    
    
    
    352Income tax expense
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Net income
    
    $
    839
    
    
    $
    319
    
    
    $
    748
    
    
    $
    344Net income per common share:Basic
    
    $
    0.10
    
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.04Diluted
    
    $
    0.09
    
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.04Weighted average shares:Basic
    
    
    8,744
    
    
    
    8,581
    
    
    
    8,813
    
    
    
    8,581Diluted
    
    
    10,576
    
    
    
    8,581
    
    
    
    8,813
    
    
    
    8,581
  5




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(In thousands)
 Six months endedJune 30,2008
    
    
    2009Cash flows from operating activities:Net income
    
    $
    748
    
    
    $
    344Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    806
    
    
    
    423Net gain on buy back of notes and warrants
    
    
    (812
    )
    
    
    (497
    )Gain on sale of property and equipment
    
    
    (29
    )
    
    
    (89
    )Share based compensation expense
    
    
    95
    
    
    
    61Provision for doubtful accounts
    
    
    336
    
    
    
    99Provision for inventories
    
    
    213
    
    
    
    61Impairment of other assets
    
    
    188
    
    
    
    33Changes in operating assets and liabilities:Accounts receivable
    
    
    (5,026
    )
    
    
    (2,940
    )Inventories
    
    
    3,524
    
    
    
    6,818Prepaid expenses and other
    
    
    270
    
    
    
    53Accounts payable
    
    
    2,088
    
    
    
    2,265Accrued salaries and incentives
    
    
    142
    
    
    
    (578
    )Accrued warranty and returns
    
    
    (379
    )
    
    
    (35
    )Other accrued expenses
    
    
    133
    
    
    
    397Net cash provided by operating activities
    
    
    2,297
    
    
    
    6,415Cash flow from investing activities:Purchases of property and equipment
    
    
    (574
    )
    
    
    (271
    )Proceeds from sale of property and equipment
    
    
    34
    
    
    
    89Net proceeds from divestiture of businesses
    
    
    100
    
    
    
    Decrease in other assets
    
    
    45
    
    
    
    3Net cash used in investing activities
    
    
    (395
    )
    
    
    (179
    )Cash flow from financing activities:Proceeds from bank debt
    
    
    34,700
    
    
    
    24,821Payments on bank debt
    
    
    (34,730
    )
    
    
    (27,773
    )Payments on capital lease obligations
    
    
    (23
    )
    
    
    (26
    )Payments on notes payable and other debt
    
    
    (1,253
    )
    
    
    (3,258
    )Payment on other, debt
    
    
    (184
    )
    
    
    Purchase of treasury stock
    
    
    (412
    )
    
    
    Net cash used in financing activities
    
    
    (1,902
    )
    
    
    (6,236
    )Net increase in cash flow
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    
  6




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Rockford Corporation and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 June 30, 2009
 1. Basis of Presentation
 Unaudited Interim Financial Information
     Accounting Policy
 Product Warranty Cost and Service Returns
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands)Balance at the beginning of period
    
    $
    1,224
    
    
    $
    642
    
    
    $
    1,267
    
    
    $
    700Provision for warranties and returns
    
    
    1,285
    
    
    
    798
    
    
    
    2,402
    
    
    
    1,358Net settlements made during the period
    
    
    (1,621
    )
    
    
    (774
    )
    
    
    (2,781
    )
    
    
    (1,392
    )Balance at the end of the period
    
    $
    888
    
    
    $
    666
    
    
    $
    888
    
    
    $
    666
 7




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##### Table of Contents



2. Inventories
  December 31,
    
    
    June 30,2008
    
    
    2009(In thousands)Raw materials
    
    $
    501
    
    
    $
    323Work-in-progress
    
    
    49
    
    
    
    66Finished goods
    
    
    12,493
    
    
    
    5,776$
    13,043
    
    
    $
    6,165
 3. Earnings Per Share
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands, except per share
    
    
    (In thousands, except per sharedata)
    
    
    data)Numerator:Net income
    
    $
    839
    
    
    $
    319
    
    
    $
    748
    
    
    $
    344Plus:Income impact of assumed conversion of convertible debt
    
    
    163
    
    
    
    
    
    
    
    
    
    
    
    Diluted net income available to shareholders
    
    $
    1,002
    
    
    $
    319
    
    
    $
    748
    
    
    $
    344Denominator:Denominator for basic net income per share
    
    
    8,744
    
    
    
    8,581
    
    
    
    8,813
    
    
    
    8,581Effect of dilutive securities:Incremental shares from assumed conversion of convertible debt
    
    
    1,832
    
    
    
    
    
    
    
    
    
    
    
    Employee stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    1,832
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted net income per share
    
    
    10,576
    
    
    
    8,581
    
    
    
    8,813
    
    
    
    8,581Income per common share:Net incomeBasic
    
    $
    0.10
    
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.04Diluted
    
    $
    0.09
    
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.04
    Three Months ended June 30,
    
    Six Months ended June 30,2008
    
    2009
    
    2008
    
    2009Outstanding options
    
    
    1,654
    
    
    
    1,495
    
    
    
    1,654
    
    
    
    1,495Average exercise price
    
    $
    4.18
    
    
    $
    2.98
    
    
    $
    4.18
    
    
    $
    2.98
 8




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 4. Notes Payable and Long-Term Debt
  Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a
Subjective Acceleration Clause and a Lock-Box Arrangement
   5. Income Taxes
   9




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 6. Special Charges
   Six months endedJune 30, 2009Liability at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Liability atDecember 31,
    
    Reserve
    
    
    
    
    
    Adjustments
    
    June 30,2008
    
    Recorded
    
    Payments
    
    To Reserve
    
    2009Post employment costs:
    
    $
    740
    
    
    $
    
    
    
    $
    527
    
    
    $
    
    
    
    $
    213
 7. Stock Purchase Program
  8. Subsequent Events
  10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing
Operations
  Overview
       11




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Results of Operations
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2009
    
    2008
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    65.0
    
    
    
    68.2
    
    
    
    65.2
    
    
    
    68.8Gross profit
    
    
    35.0
    
    
    
    31.8
    
    
    
    34.8
    
    
    
    31.2Operating expenses:Sales and marketing
    
    
    15.7
    
    
    
    13.4
    
    
    
    16.4
    
    
    
    14.5General and administrative
    
    
    14.9
    
    
    
    12.9
    
    
    
    14.1
    
    
    
    13.4Research and development
    
    
    3.3
    
    
    
    2.9
    
    
    
    3.4
    
    
    
    3.1Total operating expenses
    
    
    33.9
    
    
    
    29.2
    
    
    
    33.9
    
    
    
    31.0Operating income
    
    
    1.1
    
    
    
    2.6
    
    
    
    0.9
    
    
    
    0.2Interest and other expense (income), net
    
    
    (2.7
    )
    
    
    0.5
    
    
    
    (1.0
    )
    
    
    (1.0
    )Income before income tax
    
    
    3.8
    
    
    
    2.1
    
    
    
    1.9
    
    
    
    1.2Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    3.8
    %
    
    
    2.1
    %
    
    
    1.9
    %
    
    
    1.2
    %
     Geographic Distribution of Sales
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(In thousands)
    
    
    (In thousands)Region:(1)United States
    
    $
    17,642
    
    
    $
    13,093
    
    
    $
    32,796
    
    
    $
    25,661Other Americas
    
    
    2,044
    
    
    
    837
    
    
    
    3,480
    
    
    
    1,804Europe
    
    
    1,472
    
    
    
    647
    
    
    
    2,521
    
    
    
    1,077Asia
    
    
    628
    
    
    
    871
    
    
    
    1,433
    
    
    
    1,372Total sales
    
    $
    21,786
    
    
    $
    15,448
    
    
    $
    40,230
    
    
    $
    29,914
 
 (1)
    
    Sales are attributed to geographic regions based on the location of customers. No single
foreign country accounted for greater than 10% of sales. 12




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In the following discussion, certain increases or decreases may differ due to rounding.
 Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income
 Interest and Other Expense (Income), Net
 Income Tax Expense.
 13




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Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income
 Interest and Other Expense (Income), Net
 14




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Income Tax Expense.
 Liquidity and Capital Resources
        15




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
    
    The nature and limited extent of the trading in Rockfords common stock as well as the
market value that the public markets are currently applying to Rockford;
    
    The costs, both direct and indirect, associated with the preparation and filing of
Rockfords periodic reports with the SECRockford estimates it will save approximately $0.5
million on an annualized basis by delisting and deregistering;
    
    The costs associated with complying with the Sarbanes-Oxley Act of 2002;
    
    The fact that Rockfords stock price has reached very low levels and that delisting
proceedings involving additional expense and distraction are almost certain;
    
    The expiration of Rockfords contractual obligation to maintain its NASDAQ listing. This
obligation to the holders of its convertible notes expired on June 10, 2009;
    
    The fact that many other typical advantages of being a public company are not currently
available to Rockford, including enhanced access to capital and the ability to use equity
securities to acquire other businesses; and
    
    The current level of analyst coverage and minimal liquidity for Rockfords common stock
under current and reasonably foreseeable market conditions.
   
    
    Rockford had no cash and cash equivalents at June 30, 2009 and December 31, 2008. Due to
the daily sweep of cash by Wachovia Capital, described below, Rockford has reclassified cash
and cash equivalents to net against its current debt balance.
    
    Rockfords net accounts receivable were $15.7 million at June 30, 2009 compared to $12.9
million at December 31, 2008. The increase in accounts receivable balances is primarily due
to increased sales late in the second quarter of 2009.
    
    Rockfords inventory position decreased from $13.0 million at the end of 2008 to $6.2
million at June 30, 2009. This inventory decrease was primarily due to outsourcing, reduced
inventory purchases, the reduction of end of life inventory, and improved inventory
management resulting in increased inventory turns.
    
    Accounts payable increased $2.2 million, from $4.0 million at December 31, 2008 to $6.2
million at June 30, 2009. This increase was primarily due to higher inventory purchases late
in the second quarter of 2009.
  16




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Balance
Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both
a Subjective Acceleration Clause and a Lock-Box Arrangement
   Inflation.
 Contractual Obligations
  Critical Accounting Policies and Estimates
  New Accounting Standards
  17




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
     
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
  18




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Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Rockfords annual meeting of shareholders was held on May 28, 2009.(b)
    
    At the meeting, Rockfords shareholders elected six Directors for one-year terms which
expire at the annual shareholders meeting in 2010. The following tabulation represents
voting for the Directors
 Name
    
    Votes For
    
    Withheld AuthorityNicholas G. Bartol
    
    
    7,702,979
    
    
    
    101,205Timothy C. Bartol
    
    
    6,923,012
    
    
    
    881,172Ralph B. Godfrey
    
    
    6,827,185
    
    
    
    976,999Jerry E. Goldress
    
    
    7,445,055
    
    
    
    359,129William R. Jackson
    
    
    7,701,751
    
    
    
    102,433John P. Lloyd
    
    
    7,611,383
    
    
    
    192,801
 (c)
    
    At the annual meeting, Rockfords shareholders ratified the appointment of Ernst & Young
L.L.P. as Rockfords auditors for 2009. The holders of 7,783,116 common shares voted to
ratify the appointment, the holders of 20,568 common shares voted against the ratification,
and 500 common shares abstained.(d)
    
    At the meeting, Rockfords shareholders also approved the proposal to amend Rockfords
1997, 2002, 2005, and 2008 stock option plans, authorize an option exchange program for
options granted under the plans, and reapprove the plans as amended. The holders of
4,478,517 common shares voted in favor of the proposal, the holders of 2,602,718 common
shares voted against the Plan, the holders of 480 common shares abstained and the holders of
722,469 common shares did not vote.(e)
    
    Not applicable.
 19




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Item 6. Exhibits and Reports on Form 8-K
  ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws,
as amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the
rights of the holders of Common Stock.10.84
    
    Ninth Amendment to Loan and Security Agreement, dated August 3, 2009, among Rockford and Wachovia Capital
Finance Corporation (Western)31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for William R. Jackson.31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 +
    
    Previously filed with our registration statement on Form S-1, which the SEC declared effective on April 19, 2000 and/or
amendments++
    
    Previously filed on August 11, 2000 with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.  
    
    May 1, 2009 report disclosing on Item 9 that Rockford had issued a news release regarding
Rockfords results of Operations for the Quarter ended March 31, 2009. This report furnished
a copy of the press release under Item 9 of Form 8-K.
 20




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##### Table of Contents



SIGNATURES
  ROCKFORD CORPORATIONDate: August 6, 2009
    By:
    /s/ Richard G. VasekRichard G. VasekVice President of Finance,
Chief Financial Officer and Secretary
(Principal Financial Officer and Duly Authorized Officer) 21




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws, as
amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the rights
of the holders of Common Stock.10.84
    
    Ninth Amendment to Loan and Security Agreement, dated August 3, 2009, among Rockford and
Wachovia Capital Finance Corporation (Western)31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for William R. Jackson.31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 +
    
    Previously filed with our registration statement on Form S-1, which the SEC declared effective on April 19, 2000 and/or
amendments++
    
    Previously filed on August 11, 2000 with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. 22