##### 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, 2007
 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, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2). (Check one)
 Large accelerated filer o Accelerated filer o Non-accelerated filer 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 July 31, 2007, there were 9,395,720 shares of Common Stock, $.01 par value per share,
outstanding. This is the Companys only class of common stock.




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##### Table of Contents



ROCKFORD CORPORATION AND SUBSIDIARIES
 TABLE OF CONTENTS
 Forward Looking StatementsPart I: Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets December 31, 2006 and June 30, 2007 (Unaudited)Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2006 and 2007 (Unaudited)Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2006 and 2007 (Unaudited)Notes to Condensed Unaudited Consolidated Financial Statements  June 30, 2007Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPart II: Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 4. Submission of Matters to a Vote of Security HoldersItem 6. Exhibits and Reports on Form 8-KSignaturesCertificationsEX-31.1EX-31.2EX-32
 2




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Forward-Looking Statements
    3




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 (In thousands except share data)
 December 31,
    
    
    June 30,2006
    
    
    2007(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances of $1,267 and $1,249 at December 31, 2006 and
June 30, 2007, respectively
    
    
    19,242
    
    
    
    26,984Inventories
    
    
    19,612
    
    
    
    17,567Prepaid expenses and other current assets
    
    
    1,998
    
    
    
    1,569Total current assets
    
    
    40,852
    
    
    
    46,120Property and equipment, net
    
    
    2,487
    
    
    
    2,054Other assets
    
    
    1,216
    
    
    
    902Total assets
    
    $
    44,555
    
    
    $
    49,076Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    7,094
    
    
    $
    8,974Accrued salaries and incentives
    
    
    1,485
    
    
    
    1,537Accrued warranty and returns
    
    
    2,199
    
    
    
    2,104Other accrued expenses
    
    
    2,193
    
    
    
    2,459Current portion of capital lease and other long-term liabilities
    
    
    1,002
    
    
    
    479Asset-based credit facility
    
    
    10,400
    
    
    
    12,909Total current liabilities
    
    
    24,373
    
    
    
    28,462Notes payable, less unaccreted discount of $222 and $176 at December 31, 2006 and
June 30, 2007, respectively
    
    
    9,278
    
    
    
    9,324Long-term portion of capital lease and other long-term liabilities
    
    
    659
    
    
    
    781Total liabilities
    
    
    34,310
    
    
    
    38,567Shareholders equity:Common stock, $.01 par value  Authorized shares  40,000,000; Issued shares
9,390,970 at December 31, 2006 and 9,395,720 at June 30, 2007
    
    
    94
    
    
    
    94Additional paid-in capital
    
    
    37,995
    
    
    
    38,154Retained deficit
    
    
    (28,255
    )
    
    
    (28,152
    )Accumulated other comprehensive income
    
    
    411
    
    
    
    413Total shareholders equity
    
    
    10,245
    
    
    
    10,509Total liabilities and shareholders equity
    
    $
    44,555
    
    
    $
    49,076
   4




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(In thousands, except per share data)
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Net sales
    
    $
    31,668
    
    
    $
    26,740
    
    
    $
    61,596
    
    
    $
    53,112Cost of goods sold
    
    
    21,295
    
    
    
    18,342
    
    
    
    43,365
    
    
    
    36,834Gross profit
    
    
    10,373
    
    
    
    8,398
    
    
    
    18,231
    
    
    
    16,278Operating expenses:Sales and marketing
    
    
    4,730
    
    
    
    3,889
    
    
    
    9,918
    
    
    
    7,353General and administrative
    
    
    3,574
    
    
    
    2,452
    
    
    
    7,175
    
    
    
    6,588Research and development
    
    
    787
    
    
    
    704
    
    
    
    1,540
    
    
    
    1,512Total operating expenses
    
    
    9,091
    
    
    
    7,045
    
    
    
    18,633
    
    
    
    15,453Operating income (loss)
    
    
    1,282
    
    
    
    1,353
    
    
    
    (402
    )
    
    
    825Interest and other expense, net
    
    
    256
    
    
    
    383
    
    
    
    631
    
    
    
    722Income (loss) from continuing operations before income taxes
    
    
    1,026
    
    
    
    970
    
    
    
    (1,033
    )
    
    
    103Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    1,026
    
    
    
    970
    
    
    
    (1,033
    )
    
    
    103Loss from discontinued operations
    
    
    (114
    )
    
    
    
    
    
    
    (108
    )
    
    
    Net income (loss)
    
    $
    912
    
    
    $
    970
    
    
    $
    (1,141
    )
    
    $
    103Net income (loss) per common share:Income (loss) from continuing operationsBasic
    
    $
    0.11
    
    
    $
    0.10
    
    
    $
    (0.11
    )
    
    $
    0.01Diluted
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    (0.11
    )
    
    $
    0.01Loss from discontinued operationsBasic
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.00Diluted
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.00Net income (loss)Basic
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    (0.12
    )
    
    $
    0.01Diluted
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    (0.12
    )
    
    $
    0.01Weighted average shares:Basic
    
    
    9,386
    
    
    
    9,401
    
    
    
    9,385
    
    
    
    9,399Diluted
    
    
    11,759
    
    
    
    11,499
    
    
    
    9,385
    
    
    
    9,469
  5




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(In thousands)
 Six months endedJune 30,2006
    
    
    2007Cash flow from continuing operating activities:Net income (loss) from continuing operations
    
    $
    (1,033
    )
    
    $
    103Adjustments to reconcile net income (loss) from continuing
operations to net cash used in operating activities:Depreciation and amortization
    
    
    1,311
    
    
    
    852Gain on divestiture of business
    
    
    (41
    )
    
    
    Loss on exit of European leases
    
    
    814
    
    
    
    Loss (gain) on sale of property and equipment
    
    
    85
    
    
    
    (33
    )Share based compensation expense
    
    
    114
    
    
    
    148Provision for doubtful accounts
    
    
    235
    
    
    
    251Provision for inventory
    
    
    304
    
    
    
    708Special charge
    
    
    
    
    
    
    818Changes in operating assets and liabilities:Accounts receivable
    
    
    (3,384
    )
    
    
    (7,994
    )Inventories
    
    
    (3,514
    )
    
    
    1,337Prepaid expenses and other
    
    
    425
    
    
    
    445Accounts payable
    
    
    2,087
    
    
    
    1,879Accrued salaries and incentives
    
    
    (192
    )
    
    
    (451
    )Accrued warranty and returns
    
    
    (67
    )
    
    
    (94
    )Other accrued expenses
    
    
    (197
    )
    
    
    267Net cash used in operating activities
    
    
    (3,053
    )
    
    
    (1,764
    )Cash flow from investing activities:Purchases of property and equipment
    
    
    (407
    )
    
    
    (358
    )Proceeds from sale of property and equipment
    
    
    64
    
    
    
    155Net proceeds from divestiture of businesses
    
    
    804
    
    
    
    200Decrease in other assets
    
    
    281
    
    
    
    16Net cash provided by investing activities
    
    
    742
    
    
    
    13Cash flow from financing activities:Proceeds from line of credit
    
    
    2,312
    
    
    
    2,509Payments on capital lease obligations
    
    
    (19
    )
    
    
    (21
    )Payment on litigation settlement
    
    
    
    
    
    
    (750
    )Proceeds from exercise of stock options
    
    
    5
    
    
    
    11Net cash provided by financing activities
    
    
    2,298
    
    
    
    1,749Effect of exchange rate changes on cash
    
    
    13
    
    
    
    2Net increase in cash flow from continuing operations
    
    
    
    
    
    
    Net increase in cash flow from discontinued operations
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    Cash flow from discontinued operations:Cash flow provided by operating activities
    
    
    19
    
    
    
    Cash flow used in investing activities
    
    
    
    
    
    
    Cash flow used in financing activities
    
    
    (19
    )
    
    
    Net increase in cash flow from discontinued operations
    
    $
    
    
    
    $
    
  6




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Rockford Corporation and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 June 30, 2007
 1. Basis of Presentation
 Unaudited Interim Financial Information
    Comprehensive Income (Loss)
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(In thousands)
    
    
    (In thousands)Net income (loss)
    
    $
    912
    
    
    $
    970
    
    
    $
    (1,141
    )
    
    $
    103Foreign currency translation adjustments
    
    
    6
    
    
    
    1
    
    
    
    13
    
    
    
    2Total comprehensive income (loss)
    
    $
    918
    
    
    $
    971
    
    
    $
    (1,128
    )
    
    $
    105
 2. Share-based Compensation
   7




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at December 31, 2006
    
    
    1,905,951
    
    
    $
    4.13Granted
    
    
    70,000
    
    
    
    2.45Exercised
    
    
    (5,000
    )
    
    
    2.15Terminated/expired
    
    
    (122,787
    )
    
    
    3.34Outstanding at June 30, 2007
    
    
    1,848,164
    
    
    
    4.12
    
    
    
    
    
    
    $
    62,000Exercisable at June 30, 2007
    
    
    1,309,439
    
    
    $
    4.75
    
    
    
    
    
    
    $
    44,000
  3. Discontinued Operations
 Rockford Home Group.
    Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2006(In thousands)
    
    
    (In thousands)Revenues
    
    $
    13
    
    
    $
    30Cost of sales
    
    
    127
    
    
    
    138Net loss
    
    $
    (114
    )
    
    $
    (108
    )
 8




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 4. Inventories
  December 31,
    
    
    June 30,2006
    
    
    2007(In thousands)Raw materials
    
    $
    4,801
    
    
    $
    3,930Work-in-progress
    
    
    563
    
    
    
    610Finished goods
    
    
    14,248
    
    
    
    13,027$
    19,612
    
    
    $
    17,567
 5. Income (Loss) Per Share
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(In thousands, except per
    
    
    (In thousands, except pershare data)
    
    
    share data)Numerator:Income (loss) from continuing operations
    
    $
    1,026
    
    
    $
    970
    
    
    $
    (1,033
    )
    
    $
    103Plus: Income impact of assumed conversion of convertible debt
    
    
    184
    
    
    
    184
    
    
    
    
    
    
    
    Income (loss) from continuing operations available to shareholders
    
    
    1,210
    
    
    
    1,154
    
    
    
    (1,033
    )
    
    
    103Loss from discontinued operations
    
    
    (114
    )
    
    
    
    
    
    
    (108
    )
    
    
    Net income (loss) available to shareholders
    
    $
    1,096
    
    
    $
    1,154
    
    
    $
    (1,141
    )
    
    $
    103Denominator:Denominator for basic net income (loss) per share
    
    
    9,386
    
    
    
    9,401
    
    
    
    9,385
    
    
    
    9,399Effect of dilutive securities:Incremental shares from assumed conversion of convertible debt
    
    
    2,061
    
    
    
    2,061
    
    
    
    
    
    
    
    Employee stock options
    
    
    312
    
    
    
    37
    
    
    
    
    
    
    
    70Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    2,373
    
    
    
    2,098
    
    
    
    
    
    
    
    70Denominator for diluted net income (loss) per share
    
    
    11,759
    
    
    
    11,499
    
    
    
    9,385
    
    
    
    9,469Income (loss) per common share:Income (loss) from continuing operationsBasic
    
    $
    0.11
    
    
    $
    0.10
    
    
    $
    (0.11
    )
    
    $
    0.01Diluted
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    (0.11
    )
    
    $
    0.01Loss from discontinued operationsBasic
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.00Diluted
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.00Net income (loss)Basic
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    (0.12
    )
    
    $
    0.01Diluted
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    (0.12
    )
    
    $
    0.01
  9




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 6. Notes Payable and Long-Term Debt
    7. Disposal Of Assets
 Q-Logic.
 10




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 8. Special Charges
    Six months endedLiability
    
    June 30, 2007
    
    LiabilityDecember 31,
    
    Reserve
    
    
    
    
    
    Adjustments
    
    June 30,2006
    
    Recorded
    
    Payments
    
    To Reserve
    
    2007Post Employment Costs:
    
    $
    615
    
    
    $
    1,174
    
    
    $
    734
    
    
    $
    (26
    )
    
    $
    1,029
 9. Income Taxes
    11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing
Operations
  Overview
     
    
    overall softness in the aftermarket channel;
    
    aggressive pricing and promotional activity by competitors in the aftermarket channel;
    
    product lines that did not meet customer expectations for ease of installation and reliability; and
    
    continuing distribution channel shifts.
  12




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Results of Operations
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2006
    
    2007
    
    2006
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    67.2
    
    
    
    68.6
    
    
    
    70.4
    
    
    
    69.4Gross profit
    
    
    32.8
    
    
    
    31.4
    
    
    
    29.6
    
    
    
    30.6Operating expenses:Sales and marketing
    
    
    14.9
    
    
    
    14.5
    
    
    
    16.1
    
    
    
    13.8General and administrative
    
    
    11.3
    
    
    
    9.2
    
    
    
    11.7
    
    
    
    12.4Research and development
    
    
    2.5
    
    
    
    2.6
    
    
    
    2.5
    
    
    
    2.9Total operating expenses
    
    
    28.7
    
    
    
    26.3
    
    
    
    30.3
    
    
    
    29.1Operating income (loss)
    
    
    4.1
    
    
    
    5.1
    
    
    
    (0.7
    )
    
    
    1.5Interest and other expense, net
    
    
    0.8
    
    
    
    1.3
    
    
    
    1.0
    
    
    
    1.3Income (loss) from continuing operations before income tax
    
    
    3.3
    
    
    
    3.6
    
    
    
    (1.7
    )
    
    
    0.2Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    3.3
    
    
    
    3.6
    
    
    
    (1.7
    )
    
    
    0.2Loss discontinued operations
    
    
    (0.4
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    Net income (loss)
    
    
    2.9
    %
    
    
    3.6
    %
    
    
    (1.9
    )%
    
    
    0.2
    %
     Geographic Distribution of Sales
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(In thousands)
    
    
    (In thousands)Region:(1)United States
    
    $
    26,381
    
    
    $
    21,077
    
    
    $
    52,044
    
    
    $
    43,109Other Americas
    
    
    2,693
    
    
    
    2,430
    
    
    
    4,422
    
    
    
    4,250Europe
    
    
    1,538
    
    
    
    2,042
    
    
    
    3,059
    
    
    
    3,642Asia
    
    
    1,056
    
    
    
    1,191
    
    
    
    2,071
    
    
    
    2,111Total sales
    
    $
    31,668
    
    
    $
    26,740
    
    
    $
    61,596
    
    
    $
    53,112
 
 (1)
    
    Sales are attributed to geographic regions based on the location of customers. No single
foreign country accounted for greater than 10% of sales. 13




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In the following discussion, certain increases or decreases may differ due to rounding
 Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income (loss)
 Interest and Other Expense, Net
 Income Tax Expense.
 14




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Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income (loss)
 Interest and Other Expense, Net
 Income Tax Expense.
 15




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Liquidity and Capital Resources
        
    
    Rockford had no cash and cash equivalents at June 30, 2007 and December 31, 2006. 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 $27.0 million at June 30, 2007 compared to $19.2
million at December 31, 2006. The increase in accounts receivable balances is primarily due
to the increase in net sales in the second quarter of 2007 compared to the fourth quarter of
2006.
    
    Rockfords inventory position decreased from $19.6 million at the end of 2006 to $17.6
million at June 30, 2007. This inventory decrease was primarily due to improved inventory
turns and the reduction of end of life inventory during the first six months of 2007.
 16




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
    
    Accounts payable increased $1.9 million, from $7.1 million at December 31, 2006 to $9.0
million at June 30, 2007. This increase was primarily due to higher inventory purchases
related to Rockfords 2007 new products.
 Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a
Subjective Acceleration Clause and a Lock-Box Arrangement
   Contractual Obligations
  Critical Accounting Policies and Estimates
 Income Taxes.
  Inflation
  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
    Material Weaknesses of Disclosure Controls and Procedures
  18




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Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Rockfords annual meeting of shareholders was held on May 9, 2007.(b)
    
    At the annual meeting, Rockfords shareholders elected five Directors for one-year terms
which expire at the annual shareholders meeting in 2008.(c)
    
    At the annual meeting, Rockfords shareholders ratified the appointment of Ernst & Young
L.L.P. as Rockfords auditors for 2007. The holders of 8,814,797 common shares voted to
ratify the appointment, the holders of 87,425 common shares voted against the ratification,
and the holders of 600 common shares abstained.
  Name
    
    Votes For
    
    Withheld AuthorityJerry E. Goldress
    
    
    8,015,382
    
    
    
    887,440John P. Lloyd
    
    
    8,046,527
    
    
    
    856,295Nicholas G. Bartol
    
    
    8,094,427
    
    
    
    808,395Ralph B. Godfrey
    
    
    8,015,682
    
    
    
    887,140Timothy C. Bartol
    
    
    7,449,978
    
    
    
    1,452,844
 (d)
    
    Not applicable.
 19




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##### Table of Contents



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.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 8, 2007 Report disclosing on Item 9 that Rockford had issued a news release regarding
Rockfords results of operations for the quarter ended March 31, 2007. This report furnished
a copy of the press release under Item 9 of Form 8-K.
    
    May 11, 2007 Report disclosing on Item 9 that Rockford had issued a news release
regarding Rockfords receipt of NASDAQ notification regarding a listing deficiency.
    
    May 31, 2007 Report disclosing on Item 9 that Rockford had issued a news release
regarding Rockfords transfer of its stock listing to the NASDAQ Capital Market.
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##### Table of Contents



SIGNATURES
  ROCKFORD CORPORATIONDate: July 31, 2007
    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.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