##### 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 September 30, 2008
 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. (Check one):
 Large accelerated filer
o
    
    Accelerated filer o
    
    Non-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 October 30, 2008, 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 StatementsPart I: Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets (Unaudited)
    
    
    4Condensed Consolidated Statements of Operations (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (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 InformationItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 6. Exhibits and Reports on Form 8-K
    
    
    20Signatures
    
    
    21CertificationsEx  31.1Ex  31.2Ex  32EX-10.82EX-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,
    
    
    September 30,2007
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances of $929 and $531 at December 31, 2007 and
September 30, 2008, respectively
    
    
    15,885
    
    
    
    19,796Inventories
    
    
    14,352
    
    
    
    13,273Prepaid expenses and other current assets
    
    
    1,224
    
    
    
    661Total current assets
    
    
    31,461
    
    
    
    33,730Property and equipment, net
    
    
    1,905
    
    
    
    1,928Other assets
    
    
    646
    
    
    
    389Total assets
    
    $
    34,012
    
    
    $
    36,047Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    5,794
    
    
    $
    9,283Accrued salaries and incentives
    
    
    1,415
    
    
    
    1,713Accrued warranty and returns
    
    
    1,267
    
    
    
    843Other accrued expenses
    
    
    1,640
    
    
    
    1,646Current portion of capital lease and other long-term liabilities
    
    
    760
    
    
    
    368Notes payable, less unaccreted discount of $48 at September 30, 2008
    
    
    
    
    
    
    7,452Asset-based credit facility
    
    
    3,475
    
    
    
    5,017Total current liabilities
    
    
    14,351
    
    
    
    26,322Notes payable, less unaccreted discount of $130 at December 31, 2007
    
    
    9,582
    
    
    
    130Long-term portion of capital lease and other long-term liabilities
    
    
    133
    
    
    
    13Total liabilities
    
    
    24,066
    
    
    
    26,465Shareholders equity:Common stock, $.01 par value  Authorized shares  40,000,000 Issued shares 9,395,720 at
December 31, 2007 and 9,395,720 shares at September 30, 2008
    
    
    94
    
    
    
    94Additional paid-in capital
    
    
    38,319
    
    
    
    38,503Accumulated deficit
    
    
    (27,569
    )
    
    
    (27,704
    )Less: Treasury stock, at cost (449,700 and 814,512 shares at December 31, 2007 and
September 30, 2008, respectively)
    
    
    (898
    )
    
    
    (1,311
    )Total shareholders equity
    
    
    9,946
    
    
    
    9,582Total liabilities and shareholders equity
    
    $
    34,012
    
    
    $
    36,047
   4




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##### Table of Contents



(In thousands, except per share data)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Net sales
    
    $
    18,695
    
    
    $
    18,187
    
    
    $
    71,807
    
    
    $
    58,418Cost of goods sold
    
    
    12,417
    
    
    
    13,110
    
    
    
    49,251
    
    
    
    39,361Gross profit
    
    
    6,278
    
    
    
    5,077
    
    
    
    22,556
    
    
    
    19,057Operating expenses:Sales and marketing
    
    
    3,114
    
    
    
    2,950
    
    
    
    10,467
    
    
    
    9,555General and administrative
    
    
    2,039
    
    
    
    2,159
    
    
    
    8,627
    
    
    
    7,819Research and development
    
    
    688
    
    
    
    646
    
    
    
    2,200
    
    
    
    2,003Total operating expenses
    
    
    5,841
    
    
    
    5,755
    
    
    
    21,294
    
    
    
    19,377Operating income (loss)
    
    
    437
    
    
    
    (678
    )
    
    
    1,262
    
    
    
    (320
    )Interest and other expense (income), net
    
    
    346
    
    
    
    206
    
    
    
    1,068
    
    
    
    (185
    )Income (loss) from operations before income taxes
    
    
    91
    
    
    
    (884
    )
    
    
    194
    
    
    
    (135
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    91
    
    
    $
    (884
    )
    
    $
    194
    
    
    $
    (135
    )Net income (loss) per common share:Basic
    
    $
    0.01
    
    
    $
    (0.10
    )
    
    $
    0.02
    
    
    $
    (0.02
    )Diluted
    
    $
    0.01
    
    
    $
    (0.10
    )
    
    $
    0.02
    
    
    $
    (0.02
    )Weighted average shares:Basic
    
    
    9,401
    
    
    
    8,581
    
    
    
    9,400
    
    
    
    8,735Diluted
    
    
    9,401
    
    
    
    8,581
    
    
    
    9,434
    
    
    
    8,735
  5




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##### Table of Contents



(In thousands)
 Nine months endedSeptember 30,2007
    
    
    2008Cash flow from operating activities:Net income (loss)
    
    $
    194
    
    
    $
    (135
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    1,262
    
    
    
    1,175Gain on sale of property and equipment
    
    
    (33
    )
    
    
    (55
    )Share based compensation expense
    
    
    223
    
    
    
    184Provision for doubtful accounts
    
    
    195
    
    
    
    505Provision for inventory
    
    
    726
    
    
    
    386Loss on legal settlement and special charges
    
    
    681
    
    
    
    Impairment of other assets
    
    
    
    
    
    
    188Net gain on buyback of notes
    
    
    
    
    
    
    (812
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    295
    
    
    
    (4,416
    )Inventories
    
    
    3,535
    
    
    
    693Prepaid expenses and other current assets
    
    
    690
    
    
    
    275Accounts payable
    
    
    (1,687
    )
    
    
    3,490Accrued salaries and incentives
    
    
    (398
    )
    
    
    242Accrued warranty and returns
    
    
    (374
    )
    
    
    (424
    )Other accrued expenses
    
    
    (284
    )
    
    
    (18
    )Net cash provided by operating activities
    
    
    5,025
    
    
    
    1,278Cash flow from investing activities:Purchases of property and equipment
    
    
    (418
    )
    
    
    (863
    )Proceeds from sale of property and equipment
    
    
    156
    
    
    
    66Net proceeds from divestiture of businesses
    
    
    300
    
    
    
    100Decrease in other assets
    
    
    (22
    )
    
    
    52Net cash provided by (used in) investing activities
    
    
    16
    
    
    
    (645
    )Cash flow from financing activities:Proceeds from line of credit
    
    
    68,409
    
    
    
    55,871Payments on line of credit
    
    
    (72,475
    )
    
    
    (54,329
    )Payments on notes payable
    
    
    
    
    
    
    (1,727
    )Payments on capital lease obligations
    
    
    (32
    )
    
    
    (35
    )Payment on other debt
    
    
    (976
    )
    
    
    Purchase of treasury stock
    
    
    
    
    
    
    (413
    )Proceeds from exercise of stock options
    
    
    11
    
    
    
    Net cash used in financing activities
    
    
    (5,063
    )
    
    
    (633
    )Effect of exchange rate changes on cash
    
    
    22
    
    
    
    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)
 September 30, 2008
 1. Basis of Presentation and Accounting Policy
 Unaudited Interim Financial Information
    Accounting Policy
 Product Warranty Cost and Service Returns
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008(In thousands)Balance at the beginning of period
    
    $
    2,104
    
    
    $
    888
    
    
    $
    2,199
    
    
    $
    1,267Provision for warranties and returns
    
    
    562
    
    
    
    1,000
    
    
    
    3,006
    
    
    
    2,949Net settlements made during the period
    
    
    (1,140
    )
    
    
    (1,045
    )
    
    
    (3,379
    )
    
    
    (3,373
    )Balance at the end of the period
    
    $
    1,826
    
    
    $
    843
    
    
    $
    1,826
    
    
    $
    843
 2. Inventories
  December 31,
    
    
    September 30,2007
    
    
    2008(In thousands)Raw materials
    
    $
    3,564
    
    
    $
    1,466Work-in-progress
    
    
    246
    
    
    
    199Finished goods
    
    
    10,542
    
    
    
    11,608$
    14,352
    
    
    $
    13,273
 7




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##### Table of Contents



Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 3. Earnings Per Share
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008(In thousands, except per
    
    
    (In thousands, except pershare data)
    
    
    share data)Numerator:Net income (loss)
    
    $
    91
    
    
    $
    (884
    )
    
    $
    194
    
    
    $
    (135
    )Plus:Income impact of assumed conversion of convertible debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted net income (loss) available to shareholders
    
    $
    91
    
    
    $
    (884
    )
    
    $
    194
    
    
    $
    (135
    )Denominator:Denominator for basic net income (loss) per share
    
    
    9,401
    
    
    
    8,581
    
    
    
    9,400
    
    
    
    8,735Effect of dilutive securities:Incremental shares from assumed conversion of convertible debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee stock options
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    Denominator for diluted net income (loss) per share
    
    
    9,401
    
    
    
    8,581
    
    
    
    9,434
    
    
    
    8,735Net income (loss) per common share:Basic
    
    $
    0.01
    
    
    $
    (0.10
    )
    
    $
    0.02
    
    
    $
    (0.02
    )Diluted
    
    $
    0.01
    
    
    $
    (0.10
    )
    
    $
    0.02
    
    
    $
    (0.02
    )
     Three Months ended September 30,
    
    Nine Months ended September 30,2007
    
    2008
    
    2007
    
    2008Outstanding options
    
    
    1,823
    
    
    
    1,632
    
    
    
    1,205
    
    
    
    1,632Average exercise price
    
    $
    4.13
    
    
    $
    4.20
    
    
    $
    5.10
    
    
    $
    4.20
 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
   9




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 5. Income Taxes
   6. Special Charges
    Nine months endedLiability at
    
    September 30, 2008
    
    Liability atDecember 31,
    
    Reserve
    
    
    
    
    
    Adjustments
    
    September 30,2007
    
    Recorded
    
    Payments
    
    To Reserve
    
    2008Post Employment Costs:
    
    $
    584
    
    
    $
    764
    
    
    $
    (478
    )
    
    $
    21
    
    
    $
    891
 7.  Stock Purchase Program
  10




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




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Results of Operations
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2008
    
    2007
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    66.4
    
    
    
    72.1
    
    
    
    68.6
    
    
    
    67.4Gross profit
    
    
    33.6
    
    
    
    27.9
    
    
    
    31.4
    
    
    
    32.6Operating expenses:Sales and marketing
    
    
    16.6
    
    
    
    16.2
    
    
    
    14.6
    
    
    
    16.4General and administrative
    
    
    10.9
    
    
    
    11.9
    
    
    
    12.0
    
    
    
    13.4Research and development
    
    
    3.7
    
    
    
    3.5
    
    
    
    3.0
    
    
    
    3.4Total operating expenses
    
    
    31.2
    
    
    
    31.6
    
    
    
    29.6
    
    
    
    33.2Operating income (loss)
    
    
    2.4
    
    
    
    (3.7
    )
    
    
    1.8
    
    
    
    (0.6
    )Interest and other expense (income), net
    
    
    1.8
    
    
    
    1.1
    
    
    
    1.5
    
    
    
    (0.4
    )Income (loss) before income tax
    
    
    0.5
    
    
    
    (4.8
    )
    
    
    0.3
    
    
    
    (0.2
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    0.5
    %
    
    
    (4.8
    )%
    
    
    0.3
    %
    
    
    (0.2
    )%
     Geographic Distribution of Sales
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008(In thousands)
    
    
    (In thousands)Region:(1)United States
    
    $
    14,990
    
    
    $
    13,931
    
    
    $
    58,097
    
    
    $
    46,731Other Americas
    
    
    1,634
    
    
    
    1,727
    
    
    
    5,872
    
    
    
    5,204Europe
    
    
    1,208
    
    
    
    1,650
    
    
    
    4,856
    
    
    
    4,171Asia
    
    
    863
    
    
    
    879
    
    
    
    2,982
    
    
    
    2,312Total sales
    
    $
    18,695
    
    
    $
    18,187
    
    
    $
    71,807
    
    
    $
    58,418
 
 (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 September 30, 2008 Compared to Three Months Ended September 30, 2007
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income (Loss)
 Interest and Other Expense (Income), Net
 13




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Income Tax Expense.
 Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income (Loss)
 14




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##### Table of Contents



Interest and Other Expense (Income), Net
 Income Tax Expense.
 Liquidity and Capital Resources
        15




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##### Table of Contents



rd rd
  
    
    Rockford had no cash and cash equivalents at September 30, 2008 and December 31, 2007.
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 $19.8 million at September 30, 2008 compared to
$15.9 million at December 31, 2007. The increase in accounts receivable balances is
primarily due to increased sales late in the third quarter of 2008 and higher royalty
receivables compared to the end of the fourth quarter of 2007.
    
    Rockfords inventory position decreased from $14.4 million at December 31, 2007 to $13.3
million at September 30, 2008. This inventory decrease was primarily due to outsourcing,
improved inventory turns, and the reduction of end of life inventory.
    
    Accounts payable increased $3.5 million, from $5.8 million at December 31, 2007 to $9.3
million at September 30, 2008. This increase was primarily due to the timing of inventory
purchases resulting from increased sales late in the third quarter of 2008 compared to the
end of the fourth quarter of 2007.
    
    At September 30, 2008, $7.5 million outstanding convertible notes were classified as
current liabilities due to a maturity date within the next 12 months. This reduced working
capital compared to December 31, 2007.
 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.
 16




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New Accounting Standards.
 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
  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
 Issuer Purchases of Equity Securities
 Total number ofshares purchased aspart of publicly
    
    Maximum number of sharesTotal number of
    
    Average price paid
    
    announced plans or
    
    that may yet be purchasedPeriod
    
    shares purchased
    
    per share
    
    programs*
    
    under the plans or programsJuly 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,488August 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,488September 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    105,488Total for nine months
    
    
    364,812
    
    
    $
    1.13
    
    
    
    364,812ended September 30, 2008
  19




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##### Table of Contents



Item 6. Exhibits
 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.10.82
    
    Extension No. 1 to lease between Rockford Corporation and 600 Rockford LLC, dated October 11, 2008.31.1
    
    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 September 30, 2000. 20




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##### Table of Contents



SIGNATURES
  ROCKFORD CORPORATIONDate: October 30, 2008
    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.10.82
    
    Extension No. 1 to lease between Rockford Corporation and 600 Rockford LLC, dated October 11, 2008.31.1
    
    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 September 30, 2000. 22