##### 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, 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, 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 o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 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, 2008, there were 8,581,208 shares of Common Stock, $.01 par value per share,
outstanding, which is the only class of common stock of the Company registered under Section 12(g)
of the Securities Act of 1933.




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##### 



ROCKFORD CORPORATION AND SUBSIDIARIES
 TABLE OF CONTENTS
 Forward Looking Statements
    
    
    3Part I: Financial InformationItem 1. Financial Statements
    
    
    4Condensed 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
    
    
    17Item 4. Controls and Procedures
    
    
    17Part II: Other InformationItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 6. Exhibits and Reports on Form 8-K
    
    
    20Signatures
    
    
    21CertificationsEx  31.1Ex  31.2Ex  32EX-10.81EX-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 30,2007
    
    
    2008(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances of $929 and $445 at December 31, 2007 and
June 30, 2008, respectively
    
    
    15,885
    
    
    
    20,574Inventories
    
    
    14,352
    
    
    
    10,616Prepaid expenses and other current assets
    
    
    1,224
    
    
    
    666Total current assets
    
    
    31,461
    
    
    
    31,856Property and equipment, net
    
    
    1,905
    
    
    
    1,943Other assets
    
    
    646
    
    
    
    443Total assets
    
    $
    34,012
    
    
    $
    34,242Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    5,794
    
    
    $
    7,881Accrued salaries and incentives
    
    
    1,415
    
    
    
    1,604Accrued warranty and returns
    
    
    1,267
    
    
    
    888Other accrued expenses
    
    
    1,640
    
    
    
    1,800Current portion of capital lease and other long-term liabilities
    
    
    760
    
    
    
    581Notes payable, less unaccreted discount of $66 at June 30, 2008
    
    
    
    
    
    
    7,434Asset-based credit facility
    
    
    3,475
    
    
    
    3,445Total current liabilities
    
    
    14,351
    
    
    
    23,633Notes payable, less unaccreted discount of $130 at December 31, 2007
    
    
    9,582
    
    
    
    158Long-term portion of capital lease and other long-term liabilities
    
    
    133
    
    
    
    75Total liabilities
    
    
    24,066
    
    
    
    23,866Shareholders 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 June 30, 2008
    
    
    94
    
    
    
    94Additional paid-in capital
    
    
    38,319
    
    
    
    38,414Accumulated deficit
    
    
    (27,569
    )
    
    
    (26,821
    )Less: Treasury stock, at cost (449,700 and 814,512 shares at December 31, 2007 and June 30, 2008,
respectively)
    
    
    (898
    )
    
    
    (1,311
    )Total shareholders equity
    
    
    9,946
    
    
    
    10,376Total liabilities and shareholders equity
    
    $
    34,012
    
    
    $
    34,242
   4




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(In thousands, except per share data)
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Net sales
    
    $
    26,740
    
    
    $
    21,786
    
    
    $
    53,112
    
    
    $
    40,230Cost of goods sold
    
    
    18,342
    
    
    
    14,163
    
    
    
    36,834
    
    
    
    26,251Gross profit
    
    
    8,398
    
    
    
    7,623
    
    
    
    16,278
    
    
    
    13,979Operating expenses:Sales and marketing
    
    
    3,889
    
    
    
    3,410
    
    
    
    7,353
    
    
    
    6,605General and administrative
    
    
    2,452
    
    
    
    3,255
    
    
    
    6,588
    
    
    
    5,660Research and development
    
    
    704
    
    
    
    716
    
    
    
    1,512
    
    
    
    1,356Total operating expenses
    
    
    7,045
    
    
    
    7,381
    
    
    
    15,453
    
    
    
    13,621Operating income
    
    
    1,353
    
    
    
    242
    
    
    
    825
    
    
    
    358Interest and other expense (income), net
    
    
    383
    
    
    
    (597
    )
    
    
    722
    
    
    
    (390
    )Income from operations before income taxes
    
    
    970
    
    
    
    839
    
    
    
    103
    
    
    
    748Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    970
    
    
    $
    839
    
    
    $
    103
    
    
    $
    748Net income per common share:Basic
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.01
    
    
    $
    0.08Diluted
    
    $
    0.10
    
    
    $
    0.09
    
    
    $
    0.01
    
    
    $
    0.08Weighted average shares:Basic
    
    
    9,401
    
    
    
    8,744
    
    
    
    9,399
    
    
    
    8,813Diluted
    
    
    11,499
    
    
    
    10,576
    
    
    
    9,469
    
    
    
    8,813
  5




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(In thousands)
 Six months endedJune 30,2007
    
    
    2008Cash flow from operating activities:Net income
    
    $
    103
    
    
    $
    748Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    852
    
    
    
    806Gain on sale of property and equipment
    
    
    (33
    )
    
    
    (29
    )Share based compensation expense
    
    
    148
    
    
    
    95Provision for doubtful accounts
    
    
    251
    
    
    
    336Provision for inventory
    
    
    708
    
    
    
    213Loss on legal settlement and special charges
    
    
    818
    
    
    
    Impairment of other assets
    
    
    
    
    
    
    188Net gain on buyback of notes
    
    
    
    
    
    
    (812
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (7,994
    )
    
    
    (5,026
    )Inventories
    
    
    1,337
    
    
    
    3,524Prepaid expenses and other current assets
    
    
    445
    
    
    
    270Accounts payable
    
    
    1,879
    
    
    
    2,088Accrued salaries and incentives
    
    
    (451
    )
    
    
    142Accrued warranty and returns
    
    
    (94
    )
    
    
    (379
    )Other accrued expenses
    
    
    267
    
    
    
    133Net cash provided by (used in) in operating activities
    
    
    (1,764
    )
    
    
    2,297Cash flow from investing activities:Purchases of property and equipment
    
    
    (358
    )
    
    
    (574
    )Proceeds from sale of property and equipment
    
    
    155
    
    
    
    34Net proceeds from divestiture of businesses
    
    
    200
    
    
    
    100Decrease in other assets
    
    
    16
    
    
    
    45Net cash (used in) provided by investing activities
    
    
    13
    
    
    
    (395
    )Cash flow from financing activities:Proceeds from line of credit
    
    
    48,221
    
    
    
    34,700Payments on line of credit
    
    
    45,712
    
    
    
    (34,730
    )Payments on notes payable
    
    
    
    
    
    
    (1,253
    )Payments on capital lease obligations
    
    
    (21
    )
    
    
    (23
    )Payment on other debt
    
    
    (750
    )
    
    
    (184
    )Purchase of treasury stock
    
    
    
    
    
    
    (412
    )Proceeds from exercise of stock options
    
    
    11
    
    
    
    Net cash (used in) provided by financing activities
    
    
    1,749
    
    
    
    (1,902
    )Effect of exchange rate changes on cash
    
    
    2
    
    
    
    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, 2008
 1. Basis of Presentation and Accounting Policy
 Unaudited Interim Financial Information
    Accounting Policy
  2. Inventories
  December 31,
    
    
    June 30,2007
    
    
    2008(In thousands)Raw materials
    
    $
    3,564
    
    
    $
    2,113Work-in-progress
    
    
    246
    
    
    
    300Finished goods
    
    
    10,542
    
    
    
    8,203$
    14,352
    
    
    $
    10,616
 7




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 3. Earnings Per Share
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2008
    
    
    2007
    
    
    2008(In thousands, except per
    
    
    (In thousands, except pershare data)
    
    
    share data)Numerator:Net income
    
    $
    970
    
    
    $
    839
    
    
    $
    103
    
    
    $
    748Plus:Income impact of assumed conversion of convertible debt
    
    
    184
    
    
    
    163
    
    
    
    
    
    
    
    Diluted net income available to shareholders
    
    $
    1,154
    
    
    $
    1,002
    
    
    $
    103
    
    
    $
    748Denominator:Denominator for basic net income per share
    
    
    9,401
    
    
    
    8,744
    
    
    
    9,399
    
    
    
    8,813Effect of dilutive securities:Incremental shares from assumed conversion of convertible debt
    
    
    2,061
    
    
    
    1,832
    
    
    
    
    
    
    
    Employee stock options
    
    
    37
    
    
    
    
    
    
    
    70
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    2,098
    
    
    
    1,832
    
    
    
    70
    
    
    
    Denominator for diluted net income per share
    
    
    11,499
    
    
    
    10,576
    
    
    
    9,469
    
    
    
    8,813Income per common share:Net incomeBasic
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.01
    
    
    $
    0.08Diluted
    
    $
    0.10
    
    
    $
    0.09
    
    
    $
    0.01
    
    
    $
    0.08
    Three Months ended June 30,
    
    Six Months ended June 30,2007
    
    2008
    
    2007
    
    2008Outstanding options
    
    
    1,221

    
    
    1,654

    
    
    1,221

    
    
    1,654Average exercise price
    
    $
    5.08

    
    $
    4.18

    
    $
    5.08
    

    $
    
    4.18
 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
    Six months endedJune 30, 2008Liability at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Liability atDecember 31,
    
    Reserve
    
    
    
    
    
    Adjustments
    
    June 30,2007
    
    Recorded
    
    Payments
    
    To Reserve
    
    2008Post Employment Costs:
    
    $
    584
    
    
    $
    473
    
    
    $
    (282
    )
    
    $
    23
    
    
    $
    798
 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
      11




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Results of Operations
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2007
    
    2008
    
    2007
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    68.6
    
    
    
    65.0
    
    
    
    69.4
    
    
    
    65.3Gross profit
    
    
    31.4
    
    
    
    35.0
    
    
    
    30.6
    
    
    
    34.8Operating expenses:Sales and marketing
    
    
    14.5
    
    
    
    15.7
    
    
    
    13.8
    
    
    
    16.4General and administrative
    
    
    9.2
    
    
    
    14.9
    
    
    
    12.4
    
    
    
    14.1Research and development
    
    
    2.6
    
    
    
    3.3
    
    
    
    2.9
    
    
    
    3.4Total operating expenses
    
    
    26.3
    
    
    
    33.9
    
    
    
    29.1
    
    
    
    33.9Operating income
    
    
    5.1
    
    
    
    1.1
    
    
    
    1.5
    
    
    
    0.9Interest and other expense (income), net
    
    
    1.3
    
    
    
    (2.7
    )
    
    
    1.3
    
    
    
    (1.0
    )Income before income tax
    
    
    3.6
    
    
    
    3.8
    
    
    
    0.2
    
    
    
    1.9Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    3.6
    %
    
    
    3.8
    %
    
    
    0.2
    %
    
    
    1.9
    %
     Geographic Distribution of Sales
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2008
    
    
    2007
    
    
    2008(In thousands)
    
    
    (In thousands)Region:(1)United States
    
    $
    21,077
    
    
    $
    17,641
    
    
    $
    43,109
    
    
    $
    32,796Other Americas
    
    
    2,430
    
    
    
    2,044
    
    
    
    4,250
    
    
    
    3,480Europe
    
    
    2,042
    
    
    
    1,472
    
    
    
    3,642
    
    
    
    2,521Asia
    
    
    1,191
    
    
    
    628
    
    
    
    2,111
    
    
    
    1,433Total sales
    
    $
    26,740
    
    
    $
    21,785
    
    
    $
    53,112
    
    
    $
    40,230
 
 (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, 2008 Compared to Three Months Ended June 30, 2007
 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, 2008 Compared to Six Months Ended June 30, 2007
 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.
 14




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Liquidity and Capital Resources
         
    
    Rockford had no cash and cash equivalents at June 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.
 15




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
    
    Rockfords net accounts receivable were $20.6 million at June 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 first half of 2008 and higher royalty receivables compared to
the fourth quarter of 2007.
    
    Rockfords inventory position decreased from $14.4 million at the end of 2007 to $10.6
million at June 30, 2008. This inventory decrease was primarily due to outsourcing, improved
inventory turns, and the reduction of end of life inventory.
    
    Accounts payable increased $2.1 million, from $5.8 million at December 31, 2007 to $7.9
million at June 30, 2008. This increase was primarily due to the timing of inventory
purchases resulting from increased sales late in the first half of 2008 compared to the
fourth quarter of 2007.
    
    At June 30, 2008, $7.5 million outstanding convertible notes were classified as current
liabilities due to a maturing date within the next 12 months. This had an unfavorable
impact on 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.
 Inflation.
 16




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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
  17




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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 programsApril 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    305,488May 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    305,488June 2008
    
    
    200,000
    
    
    $
    1.08
    
    
    
    200,000
    
    
    
    105,488Total for six months
ended June 30, 2008
    
    
    364,812
    
    
    $
    1.13
    
    
    
    364,812
  18




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Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Rockfords annual meeting of shareholders was held on May 8, 2008.(b)
    
    At the meeting, Rockfords shareholders elected six Directors for one-year terms which
expire at the annual shareholders meeting in 2009. The following tabulation represents
voting for the Directors
 WithheldName
    
    Votes For
    
    AuthorityNicholas G. Bartol
    
    
    7,992,748
    
    
    
    148,402Timothy C. Bartol
    
    
    7,224,824
    
    
    
    916,326Ralph B. Godfrey
    
    
    7,799,730
    
    
    
    341,420Jerry E. Goldress
    
    
    7,799,930
    
    
    
    341,220William R. Jackson
    
    
    7,992,948
    
    
    
    148,202John P. Lloyd
    
    
    7,992,118
    
    
    
    149,032
 (c)
    
    At the meeting, Rockfords shareholders also approved the Rockford Corporation 2008 Stock
Option Plan (the Plan). Under the Plan, which was adopted by the Board of Directors on
March 12, 2008, incentive stock options and non-qualified stock options may be granted to
Rockfords directors, officers and employees. The holders of 4,005,953 common shares voted
in favor of the Plan, the holders of 1,824,645 common shares voted against the Plan, the
holders of 1,688 common shares abstained and the holders of 2,308,864 common shares did not
vote.(d)
    
    At the annual meeting, Rockfords shareholders ratified the appointment of Ernst & Young
L.L.P. as Rockfords auditors for 2008. The holders of 8,049,530 common shares voted to
ratify the appointment, the holders of 91,620 common shares voted against the ratification.(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.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 2002.10.81
    
    Eighth Amendment to Loan and Security Agreement, dated July 30, 2008, among Rockford and
Wachovia Capital Finance Corporation (Western). 
 +
    
    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.
  
    
    April 28, 2008, report disclosing on Item 9 that Rockford had issued a news release
regarding Rockfords results of operations for the quarter ended March 31, 2008. This report
furnished a copy of the press release under Item 9 of Form 8-K.
    
    May 13, 2008, report disclosing on Item 9 that Rockford had issued a news release
regarding Rockfords repurchase of a portion of outstanding convertible notes and warrants.
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: July 31, 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.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 2002.10.81
    
    Eighth Amendment to Loan and Security Agreement, dated July 30, 2008, among Rockford
and Wachovia Capital Finance Corporation (Western).
 
 +
    
    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