##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

Commission File Number 000-30138

ROCKFORD CORPORATION
(Exact Name of Registrant as Specified in its Charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|ARIZONA                                  |  | 86-0394353         
|                                        
|                                        
|                                        
|                                        
|(State or Other Jurisdiction of          |  | (I.R.S. Employer   
|                                        
|                                        
|                                        
|                                        
|Incorporation or Organization)           |  | Identification No.)
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
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|600 South Rockford Drive                 |  | 85281              
|                                        
|                                        
|                                        
|                                        
|Tempe, Arizona                           |  | (Zip Code)         
|                                        
|                                        
|                                        
|                                        
|(Address of Principal Executive
Offices)

(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    X                No

Indicate the number of shares of each of the issuers classes of common stock,
as of the latest practical date:

As of March 31, 2001, there were 8,033,172 shares of Common Stock, $.01
par value per share, outstanding.





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TABLE OF CONTENTS



|                               |                                                                                                    |  |  |  |  |  |  | 
|------------------------------ | -------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I.  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                      
|                               | Condensed Consolidated Balance Sheets  March 31, 2001 and December 31, 2000                      
|                               | Condensed Consolidated Income Statements  Three Months Ended March 31, 2001 and 2000             
|                               | Condensed Consolidated Statements of Cash Flows  Three Months Ended March 31, 2001 and 2000      
|                               | Notes to Condensed Consolidated Financial Statements  March 31, 2001                             
|                               | Item 2. Management's Discussion and Analysis of Financial Condition and
     Results of Operations
|Part II.  Other Information   
|                               | Item 1. Legal Proceedings.                                                                        
|                               | Item 6. Exhibits and Reports on Form 8-K                                                          
|SIGNATURES                    



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##### Table of Contents



ROCKFORD CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|           |  |                                                                                              |  |      |    | 
|---------- |  | -------------------------------------------------------------------------------------------- |  | ---- | -- | 
|           |  |                                                                                              |  | Page |   
|           |  |                                                                                              |  |      |   
|Part I:    |  | Financial Information                                                                       
|          
|          
|          
|          
|          
|Item 1.    |  | Financial Statements (Unaudited)                                                            
|          
|          
|          
|          
|          
|           |  | Condensed Consolidated Balance Sheets 
March 31, 2001 and December 31, 2000                 |  |      | 1  | 
|          
|          
|          
|          
|          
|           |  | Condensed Consolidated Income Statements 
Three Months Ended March 31, 2001 and 2000        |  |      | 2  | 
|          
|          
|          
|          
|          
|           |  | Condensed Consolidated Statements of Cash Flows 
Three Months Ended March 31, 2001 and 2000 |  |      | 3  | 
|          
|          
|          
|          
|          
|           |  | Notes to Condensed Consolidated Financial Statements March 31, 2001                         |  |      | 4  | 
|          
|          
|          
|          
|          
|Item 2.    |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations        |  |      | 6  | 
|          
|          
|          
|          
|          
|Part II:   |  | Other Information                                                                           
|          
|          
|          
|          
|          
|Item 1.    |  | Legal Proceedings                                                                            |  |      | 12 | 
|          
|          
|          
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|          
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                             |  |      | 12 | 
|          
|          
|          
|          
|          
|Signatures |  |                                                                                              |  |      | 15 | 





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##### Table of Contents









PART I. FINANCIAL INFORMATION







Item 1. Financial Statements







ROCKFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                |  |                                                                                                                        |        |                |        |   |              |   |        | 
|----------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- | ------ | -------------- | ------ | - | ------------ | - | ------ | 
|                                                |  |                                                                                                                        |        | March 31,      |        |   | December 31, |  
|                                                |  |                                                                                                                        |        | 2001           |        |   | 2000         |  
|                                                |  |                                                                                                                        |        |                |        |   |              |  
|                                                |  |                                                                                                                        |        | (Unaudited)    |        |   | (Note)       |  
|                                                |  |                                                                                                                        |        | (In thousands) |        |   |              |  
|Assets                                         
|                                               
|                                               
|                                               
|                                               
|Current assets:                                
|                                               
|                                               
|                                               
|                                               
|                                                |  | Cash                                                                                                                   |        | $              | 1,938  |   |              | $ | 2,750  | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Accounts receivable, less allowances of $1,601,000 and
$1,427,000at March 31, 2001 and December 31, 2000,
respectively |        |                | 33,286 |   |              |   | 28,488 | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Inventories, net                                                                                                       |        |                | 20,279 |   |              |   | 20,406 | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Deferred income taxes                                                                                                  |        |                | 3,596  |   |              |   | 3,596  | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Prepaid expenses and other                                                                                             |        |                | 4,075  |   |              |   | 2,091  | 
|                                                |  |                                                                                                                        |        |                |        |  
|Total current assets                            |  |                                                                                                                        | 63,174 |                |        |   | 57,331       |  
|                                               
|Property and equipment, net                     |  |                                                                                                                        | 6,603  |                |        |   | 5,996        |  
|                                               
|                                               
|                                               
|                                               
|Deferred income taxes                           |  |                                                                                                                        | 605    |                |        |   | 605          |  
|                                               
|                                               
|                                               
|                                               
|Goodwill, net                                   |  |                                                                                                                        | 2,233  |                |        |   | 2,275        |  
|                                               
|                                               
|                                               
|                                               
|Other assets                                    |  |                                                                                                                        | 2,105  |                |        |   | 711          |  
|                                                |  |                                                                                                                        |        |                |        |  
|                                               
|                                               
|                                               
|                                               
|Total Assets                                    |  | $                                                                                                                      | 74,720 |                |        | $ | 66,918       |  
|                                                |  |                                                                                                                        |        |                |        |  
|Liabilities and shareholders equity           
|                                               
|                                               
|                                               
|                                               
|Current liabilities:                           
|                                               
|                                               
|                                               
|                                               
|                                                |  | Accounts payable                                                                                                       |        | $              | 10,893 |   |              | $ | 7,118  | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Accrued salaries and incentives                                                                                        |        |                | 1,251  |   |              |   | 2,561  | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Accrued warranty                                                                                                       |        |                | 4,789  |   |              |   | 4,621  | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Income taxes payable                                                                                                   |        |                | 1,617  |   |              |   | 449    | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Other accrued expenses                                                                                                 |        |                | 6,672  |   |              |   | 4,468  | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Current portion of notes payable, long-term debt and ital
lease obligations                                            |        |                | 802    |   |              |   | 935    | 
|                                                |  |                                                                                                                        |        |                |        |  
|Total current liabilities                       |  |                                                                                                                        | 26,024 |                |        |   | 20,152       |  
|                                               
|Capital lease obligations, less current portion |  |                                                                                                                        | 355    |                |        |   | 434          |  
|                                               
|Shareholders equity:                          
|                                               
|                                               
|                                               
|                                               
|                                                |  | Common stock, $.01 par value  Authorized shares - 40,000,000                                                         
|                                               
|                                               
|                                               
|                                               
|                                                |  | Issued shares - 8,033,172 shares at March 31, 2001, and
7,997,529 at December 31, 2000                                 |        |                | 81     |   |              |   | 80     | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Additional paid-in capital                                                                                             |        |                | 29,630 |   |              |   | 29,504 | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Retained earnings                                                                                                      |        |                | 18,687 |   |              |   | 16,695 | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Accumulated other comprehensive income (loss)                                                                          |        |                | (51    | ) |              |   | 53     | 
|                                               
|                                               
|                                               
|                                               
|                                                |  | Treasury stock  832 shares                                                                                            |        |                | (6     | ) |              |   | 0      | 
|                                                |  |                                                                                                                        |        |                |        |  
|Total shareholders equity                      |  |                                                                                                                        | 48,341 |                |        |   | 46,332       |  
|                                                |  |                                                                                                                        |        |                |        |  
|Total  and shareholders equity                 |  | $                                                                                                                      | 74,720 |                |        | $ | 66,918       |  
|                                                |  |                                                                                                                        |        |                |        |  

Note:  The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.

1



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##### Table of Contents



ROCKFORD CORPORATION AND SUBSIDIARIES







CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

|                                |                            |   |                                       |       |  |      |        |       | 
|------------------------------- | -------------------------- | - | ------------------------------------- | ----- |  | ---- | ------ | ----- | 
|                                |                            |   | Three months ended                    |      
|                                |                            |   | March 31,                             |      
|                                |                            |   |                                       |      
|                                |                            |   | 2001                                  |       |  | 2000 |       
|                                |                            |   |                                       |       |  |      |       
|                                |                            |   | (In
thousands, except per share data) |      
|Net sales                       |                            | $ | 37,363                                |       |  | $    | 34,588 |      
|                               
|                               
|                               
|                               
|Cost of goods sold              |                            |   | 24,083                                |       |  |      | 21,113 |      
|                                |                            |   |                                       |       |  |     
|Gross profit                    |                            |   | 13,280                                |       |  |      | 13,475 |      
|                               
|                               
|                               
|                               
|
|
|
|Operating expenses:            
|                               
|                               
|                               
|                               
|                                | Sales and marketing        |   |                                       | 5,780 |  |      |        | 5,716 | 
|                               
|                               
|                               
|                               
|                                | General and administrative |   |                                       | 3,374 |  |      |        | 3,465 | 
|                               
|                               
|                               
|                               
|                                | Research and development   |   |                                       | 770   |  |      |        | 711   | 
|                                |                            |   |                                       |       |  |     
|Total operating expenses        |                            |   | 9,924                                 |       |  |      | 9,892  |      
|                                |                            |   |                                       |       |  |     
|Operating income                |                            |   | 3,356                                 |       |  |      | 3,583  |      
|                               
|                               
|                               
|                               
|Interest and other expense, net |                            |   | 204                                   |       |  |      | 461    |      
|                                |                            |   |                                       |       |  |      |       
|Income before income taxes      |                            |   | 3,152                                 |       |  |      | 3,122  |      
|                               
|                               
|                               
|                               
|Income tax expense              |                            |   | 1,160                                 |       |  |      | 1,195  |      
|                                |                            |   |                                       |       |  |     
|Net income                      |                            | $ | 1,992                                 |       |  | $    | 1,927  |      
|                                |                            |   |                                       |       |  |     
|Net income per common share:   
|                               
|                               
|                               
|                               
|                                | Basic                      |   | $                                     | .25   |  |      | $      | 0.40  | 
|                                |                            |   |                                       |       |  |     
|                                | Diluted                    |   | $                                     | .23   |  |      | $      | 0.31  | 
|                                |                            |   |                                       |       |  |     
|Weighted average shares:       
|                               
|                               
|                               
|                               
|                                | Basic                      |   |                                       | 8,007 |  |      |        | 4,798 | 
|                                |                            |   |                                       |       |  |     
|                                | Diluted                    |   |                                       | 8,834 |  |      |        | 6,283 | 
|                                |                            |   |                                       |       |  |     

See notes to condensed consolidated financial statements.

2



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##### Table of Contents



ROCKFORD CORPORATION AND SUBSIDIARIES







CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                                                            |                                             |                                                     |        |                              |        |   |       |        |       |  
|------------------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ------ | ---------------------------- | ------ | - | ----- | ------ | ----- | -
|                                                                                            |                                             |                                                     |        | Three
months ended March 31, |       
|                                                                                            |                                             |                                                     |        |                              |       
|                                                                                            |                                             |                                                     |        | 2001                         |        |   | 2000  |       
|                                                                                            |                                             |                                                     |        |                              |        |   |       |       
|                                                                                            |                                             |                                                     |        | (In
thousands)               |       
|Operating activities                                                                       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Net income                                                                                  |                                             | $                                                   | 1,992  |                              |        | $ | 1,927 |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Depreciation and amortization               |                                                     |        | 854                          |        |   |       | 1,041  |      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Gain on disposals of property and equipment |                                                     |        | (3                           | )      |   |       | (3     | )    
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Allowance for doubtful accounts             |                                                     |        | 146                          |        |   |       | 133    |      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Allowances for inventory                    |                                                     |        | 309                          |        |   |       | 300    |      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Changes in operating assets and liabilities:                                               
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Accounts receivable                         |                                                     |        | (4,944                       | )      |   |       | (4,233 | )    
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Inventories                                 |                                                     |        | (182                         | )      |   |       | (1,263 | )    
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Prepaid expenses and other assets           |                                                     |        | (3,650                       | )      |   |       | (779   | )    
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Accounts payable                            |                                                     |        | 3,775                        |        |   |       | 3,765  |      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Accrued salaries and incentives             |                                                     |        | (1,310                       | )      |   |       | (3,214 | )    
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Accrued warranty                            |                                                     |        | 168                          |        |   |       | 568    |      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Income taxes payable                        |                                                     |        | 1,168                        |        |   |       | 1,216  |      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Other accrued expenses                      |                                                     |        | 2,203                        |        |   |       | 2,223  |      
|                                                                                            |                                             |                                                     |        |                              |        |  
|                                                                                            |                                             | Net cash provided by operating
activities           |        |                              | 526    |   |       |        | 1,681 |  
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Investing
activities                                                                       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Acquisitions of property and equipment                                                      |                                             |                                                     | (1,460 | )                            |        |   | (936  | )     
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Proceeds from disposals of property and equipment                                           |                                             |                                                     | 3      |                              |        |   | 3     |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Decrease
(Increase) in other assets                                                         |                                             |                                                     | 320    |                              |        |   | (33   | )     
|                                                                                            |                                             |                                                     |        |                              |        |  
|                                                                                            |                                             | Net cash used in investing activities               |        |                              | (1,137 | ) |       |        | (966  | )
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Financing activities                                                                       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Payments on notes payable                                                                   |                                             |                                                     | 0      |                              |        |   | (53   | )     
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Proceeds from (payments on) other long-term debt                                            |                                             |                                                     | (18    | )                            |        |   | 337   |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Payments on capital lease obligations                                                       |                                             |                                                     | (200   | )                            |        |   | (134  | )     
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Proceeds from the exercise of stock options and
warrants                                    |                                             |                                                     | 127    |                              |        |   | 44    |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Treasury shares purchased                                                                   |                                             |                                                     | (6     | )                            |        |   | 0     |       
|                                                                                            |                                             |                                                     |        |                              |        |  
|                                                                                            |                                             | Net cash provided by (used in)
financing activities |        |                              | (97    | ) |       |        | 194   |  
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Effect of exchange rate changes on cash                                                     |                                             |                                                     | (104   | )                            |        |   | (81   | )     
|                                                                                            |                                             |                                                     |        |                              |        |  
|Net increase (decrease) in cash                                                             |                                             |                                                     | (812   | )                            |        |   | 828   |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Cash
and cash equivalents at beginning of period                                            |                                             |                                                     | 2,750  |                              |        |   | 917   |       
|                                                                                            |                                             |                                                     |        |                              |        |  
|Cash
and cash equivalents at end of period                                                  |                                             | $                                                   | 1,938  |                              |        | $ | 1,745 |       
|                                                                                            |                                             |                                                     |        |                              |        |  

See notes to condensed consolidated financial statements.

3



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##### Table of Contents



Rockford Corporation and Subsidiaries







Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2001

1. Basis of Presentation

We have prepared our unaudited condensed consolidated financial statements in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, we have made all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation.

Operating results for the three month period ended March 31, 2001 are not
necessarily indicative of the results you may expect for the year ending
December 31, 2001.

For further information, refer to the consolidated financial statements and
footnotes for the year ended December 31, 2000 included in our Form
10-K filed for the year 2000, filed with the SEC on March 13, 2001.

2. Inventories

Inventories consist of the following:

|                 |  |                |        |   |              |   |        |  
|---------------- |  | -------------- | ------ | - | ------------ | - | ------ | -
|                 |  | March 31,      |        |   | December 31, |  
|                 |  | 2001           |        |   | 2000         |  
|                 |  |                |        |   |              |  
|                 |  | (In
thousands) |       
|                
|                
|                
|                
|                
|Raw materials    |  | $              | 6,848  |   |              | $ | 7,330  |  
|                
|                
|                
|                
|Work-in-progress |  |                | 967    |   |              |   | 863    |  
|                
|                
|                
|                
|Finished goods   |  |                | 14,066 |   |              |   | 13,659 |  
|                 |  |                |        |   |              |  
|                
|                
|                
|                
|                 |  |                | 21,881 |   |              |   | 21,852 |  
|                
|                
|                
|                
|Less allowances  |  |                | (1,602 | ) |              |   | (1,446 | )
|                 |  |                |        |   |              |  
|                 |  | $              | 20,279 |   |              | $ | 20,406 |  
|                 |  |                |        |   |              |  

4



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##### Table of Contents



Rockford Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

3. Earnings Per Share

The following table sets forth the computation of basic and diluted net income
per share:

|                                                                                                              |                                                                         |                        |       |                                       |     |   |       |       |       | 
|------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ---------------------- | ----- | ------------------------------------- | --- | - | ----- | ----- | ----- | 
|                                                                                                              |                                                                         |                        |       | Three months ended                    |    
|                                                                                                              |                                                                         |                        |       | March 31,                             |    
|                                                                                                              |                                                                         |                        |       |                                       |    
|                                                                                                              |                                                                         |                        |       | 2001                                  |     |   | 2000  |      
|                                                                                                              |                                                                         |                        |       |                                       |     |   |       |      
|                                                                                                              |                                                                         |                        |       | (In
thousands, except per share data) |    
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Numerator:                                                                                                   
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              | Net income                                                              |                        | $     | 1,992                                 |     |   | $     | 1,927 |      
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              | Effect of dilutive securities
interest impact of convertible
debentures |                        |       | 0                                     |     |   |       | 13    |      
|                                                                                                              |                                                                         |                        |       |                                       |     |  
|Numerator for diluted net income
per share, income available to
common shareholders after assumed
conversions |                                                                         | $                      | 1,992 |                                       |     | $ | 1,940 |      
|                                                                                                              |                                                                         |                        |       |                                       |     |  
|Denominator:                                                                                                 
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              | Denominator for basic net
income per share, weighted
average shares     |                        |       | 8,007                                 |     |   |       | 4,798 |      
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              | Effect of dilutive securities:                                         
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              |                                                                         | Employee stock options |       |                                       | 822 |   |       |       | 1,055 | 
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              |                                                                         | Warrants               |       |                                       | 5   |   |       |       | 29    | 
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              |                                                                         | Convertible debentures |       |                                       | 0   |   |       |       | 401   | 
|                                                                                                              |                                                                         |                        |       |                                       |     |  
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                              | Dilutive potential common shares                                        |                        |       | 827                                   |     |   |       | 1,485 |      
|                                                                                                              |                                                                         |                        |       |                                       |     |  
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Denominator for diluted net income
per share, adjusted weighted
average shares and assumed
conversions        |                                                                         |                        | 8,834 |                                       |     |   | 6,283 |      
|                                                                                                              |                                                                         |                        |       |                                       |     |  
|Basic net income per share                                                                                    |                                                                         | $                      | 0.25  |                                       |     | $ | 0.40  |      
|                                                                                                              |                                                                         |                        |       |                                       |     |  
|Diluted net income per share                                                                                  |                                                                         | $                      | 0.23  |                                       |     | $ | 0.31  |      
|                                                                                                              |                                                                         |                        |       |                                       |     |  

5



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##### Table of Contents









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

You should read this discussion and analysis of financial condition and results
of operations in conjunction with our unaudited condensed consolidated
financial statements and the related disclosures included elsewhere in this
report, and Managements Discussion and Analysis of Financial Condition and
Results of Operations included as part of our Form 10K for the year 2000, filed
with the SEC on March 13, 2001.

Forward-Looking Statements

We make forward-looking statements in this report including, without
limitation, statements concerning the future of our industry, product
development, business strategy (including the possibility of future
acquisitions), continued acceptance and growth of our products, dependence on
significant customers and suppliers, and the adequacy of our available cash
resources. You may identify these statements by our use of forward-looking
terminology such as may, will, believe, expect, anticipate,
estimate, continue or other similar words.

Forward-looking statements are subject to many risks and uncertainties. We
caution you not to place undue reliance on our forward-looking statements,
which speak only as at the date on which they are made. Our actual results
will almost certainly differ materially from those described in our
forward-looking statements. We disclaim any obligation or undertaking to
update or revise our forward-looking statements to reflect changes in our
expectations or changes in events, conditions, or circumstances on which our
expectations are based.

Our forward-looking statements discuss future expectations. They may contain
projections of results of operations or of financial condition or state other
forward-looking information. When considering our forward-looking statements,
you should keep in mind the risk factors and other cautionary statements
identified in this report, in our Annual Report on Form 10-K for the year 2000,
filed with the SEC on March 13, 2001, and in Exhibit 99.1 to our Annual Report,
Risk Factors that may Affect Rockfords Operating Results, Business Prospects
and Stock Price. The risk factors noted throughout this report and our Annual
Report, particularly in the discussion in Exhibit 99.1 to our Annual Report,
and other risk factors that we have not anticipated or discussed, could cause
our actual results to differ significantly from those anticipated in our
forward-looking statements.

Overview

History

Rockford is a designer, manufacturer and distributor of high performance car
audio systems under the Rockford Fosgate and Lightning Audio brands for the
worldwide car audio aftermarket. We also sell professional audio products
under the Hafler brand. We began selling home theater products under the
Fosgate Audionics brand in April 2001. Our corporate headquarters and
electronics manufacturing facilities are located in Tempe, Arizona. We
manufacture speakers at our facility in Grand Rapids, Michigan. We use
warehouses strategically located in the U.S., Canada, Japan, Singapore and
Germany that enhance our ability to serve our markets faster and, we believe,
more cost effectively than many of our competitors.

6



---



##### Table of Contents



Business

We generated over 98% of our sales in the quarters ended March 31, 2001 and
2000 from our car audio products.

In the U.S., we sell our car audio products using commissioned independent
sales representative firms who are supported by our employee regional managers.
Internationally, we sell products in over 60 countries. In most of these countries, we maintain relationships with independent
distributors who purchase our products and resell them to retailers. As part of
our efforts to convert selected foreign markets to a one-step distribution
system, we sell through wholly owned subsidiaries using commissioned
independent sales representatives in Germany (since 1999), Austria (since early 2000) and Japan (starting in 2001). We sell through commissioned
independent sales representatives in Canada (since 1999).

In March 1999, we began selling to Best Buy. Best Buy accounted for 17.8% of
our sales for the three months ended March 31, 2001 and 18.2% for the three
months ended March 31, 2000. Our growth plan contemplates that Best Buy will
continue to account for a significant portion of our sales for the foreseeable
future.

In June 1999, we acquired Lightning Audio, a manufacturer and distributor of
car audio accessories. In addition to continuing to market accessories under
this brand, we acquired Lightning Audio with a view toward marketing a
complementary line of car audio products under the Lightning Audio brand. In
January 2000, at the Consumer Electronics Show, we introduced amplifiers and
subwoofers under the new Lightning Audio brand, Strike. In January 2001, at the
Consumer Electronics Show, we expanded the product offering under the Strike
brand by introducing a new line of full-range speakers. Additionally, we
introduced new lines of amplifiers and subwoofers under two new Lightning Audio
brands, Bolt and Storm. The products under these three Lighting Audio brands
are more moderately priced than our Rockford Fosgate products.

Results of Operations

The following table shows, for the periods indicated, selected consolidated
statements of operations data expressed as a percentage of net sales:

|                                |                            |  |       |                    |  |  |       |      |  | 
|------------------------------- | -------------------------- |  | ----- | ------------------ |  |  | ----- | ---- |  | 
|                                |                            |  |       | Three months ended | 
|                                |                            |  |       | March 31,          | 
|                                |                            |  |       |                    | 
|                                |                            |  |       | 2001               |  |  | 2000  |     
|                                |                            |  |       |                    |  |  |       |     
|                               
|                               
|                               
|                               
|                               
|Net sales                       |                            |  | 100.0 | %                  |  |  | 100.0 | %   
|                               
|                               
|                               
|                               
|Cost of goods sold              |                            |  | 64.5  |                    |  |  | 61.0  |     
|                                |                            |  |       |                    |  | 
|Gross profit                    |                            |  | 35.5  |                    |  |  | 39.0  |     
|                               
|                               
|                               
|                               
|Operating expenses:            
|                               
|                               
|                               
|                               
|                                | Sales and marketing        |  |       | 15.4               |  |  |       | 16.5 | 
|                               
|                               
|                               
|                               
|                                | General and administrative |  |       | 9.0                |  |  |       | 10.0 | 
|                               
|                               
|                               
|                               
|                                | Research and development   |  |       | 2.1                |  |  |       | 2.1  | 
|                                |                            |  |       |                    |  | 
|Total operating expenses        |                            |  | 26.5  |                    |  |  | 28.6  |     
|                                |                            |  |       |                    |  | 
|Operating income                |                            |  | 9.0   |                    |  |  | 10.4  |     
|                               
|                               
|                               
|                               
|Interest and other expense, net |                            |  | .6    |                    |  |  | 1.3   |     
|                                |                            |  |       |                    |  | 
|Income before income taxes      |                            |  | 8.4   |                    |  |  | 9.1   |     
|                               
|                               
|                               
|                               
|Income tax expense              |                            |  | 3.1   |                    |  |  | 3.5   |     
|                                |                            |  |       |                    |  | 
|Net income                      |                            |  | 5.3   | %                  |  |  | 5.6   | %   
|                                |                            |  |       |                    |  | 

7



---



##### Table of Contents



Cost of goods sold primarily consists of raw materials, direct labor and
manufacturing costs associated with production of our products as well as
warranty, warehousing and customer service expenses.

Sales and marketing expenses primarily consist of salaries, sales commissions
and costs of advertising, trade shows, distributor and sales representative
conferences and freight.

General and administrative expenses primarily consist of salaries, facilities
and other costs of our accounting, finance, management information systems,
administrative and executive departments, as well as legal, accounting and
other professional fees and expenses associated with our business.

Research and development expenses primarily consist of salaries associated with
our research and development personnel.

Geographic Distribution of Sales

Our sales by geographic region were as follows:

|               |             |   |                    |        |  |      |        |        | 
|-------------- | ----------- | - | ------------------ | ------ |  | ---- | ------ | ------ | 
|               |             |   | Three months ended |       
|               |             |   | March 31,          |       
|               |             |   |                    |       
|               |             |   | 2001               |        |  | 2000 |       
|               |             |   |                    |        |  |      |       
|               |             |   | (In
thousands)     |       
|              
|              
|              
|              
|              
|Region:(1)    
|              
|              
|              
|              
|United States  |             | $ | 31,435             |        |  | $    | 29,563 |       
|              
|              
|              
|              
|Other Americas |             |   | 1,885              |        |  |      | 1,549  |       
|              
|              
|              
|              
|Europe         |             |   | 1,891              |        |  |      | 1,660  |       
|              
|              
|              
|              
|Asia           |             |   | 2,152              |        |  |      | 1,816  |       
|               |             |   |                    |        |  |     
|               | Total sales |   | $                  | 37,363 |  |      | $      | 34,588 | 
|               |             |   |                    |        |  |     



---

|(1) |  | Sales are attributed to geographic regions based on the location of
customers. No single foreign country accounted for greater than 10% of
our sales.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

In the following discussion, certain increases or decreases may differ due to rounding.

Net Sales. Sales increased by $2.8 million, or 8.0%, to $37.4 million for the
three months ended March 31, 2001 from $34.6 million for the three months ended
March 31, 2000. The increase in sales primarily was attributable to growth in
Lightning Audio sales due to the launch of a new line of full-range speakers
and the introduction of new brand line amplifiers and subwoofers. In addition,
Best Buy accounted for $6.6 million, or 17.8% of our sales, for the three
months ended March 31, 2001 compared to $6.3 million, or 18.2% of our sales,
for the three months ended March 31, 2000.

8



---



##### Table of Contents



U.S. sales increased by $1.8 million, or 6.3%, to $31.4 million for the three
months ended March 31, 2001 from $29.6 million for the three months ended March
31, 2000. International sales increased by $0.9 million, or 18.0%, to $5.9
million for the three months ended March 31, 2001 from $5.0 million for the
three months ended March 31, 2000.

Cost of Goods Sold. Cost of goods sold increased by $3.0 million, or 14.1%, to
$24.1 million for the three months ended March 31, 2001 from $21.1 million for
the three months ended March 31, 2000. Substantially all of the increase was
due to increased sales. As a percent of sales, cost of goods sold increased to
64.5% for the three months ended March 31, 2001 from 61.0% for the three months
ended March 31, 2000. The primary reasons for the increase as a percent of
sales included end-of-life discounts on source units, a mix shift toward lower
margined products and a more aggressive stance on pricing and promotional
programs to increase market share.

Sales and Marketing Expenses. Sales and marketing expenses increased by $0.1
million, or 1.1%, to
$5.8 million for the three months ended March 31, 2001 from $5.7 million
for the three months ended March 31, 2000. As a percent of sales, sales and
marketing expenses decreased to 15.4% for the three months ended March 31, 2001
from 16.5% for the three months ended March 31, 2000. The decrease as a
percent of sales primarily was because some expenses in this category are fixed
and do not fluctuate with sales.

General and Administrative Expenses. General and administrative expenses
decreased by $0.1 million, or 2.6%, to $3.4 million for the three months ended
March 31, 2001 from $3.5 million for the three months ended March 31, 2000
reflecting our focus on controlled operational spending. As a percent of sales,
general and administrative expenses decreased to 9.0% for the three months
ended March 31, 2001 from 10.0% for the three months ended March 31, 2000. The
decrease as a percent of sales primarily was because some expenses in this
category are fixed and do not fluctuate with sales.

Research and Development Expenses. Research and development expenses increased
by $0.1 million, or 8.3%, to $0.8 million for the three months ended March 31,
2001 from $0.7 million for the three months ended March 31, 2000. As a percent
of sales, these expenses remained flat at 2.1 % for the three months ended
March 31, 2001 and for the three months ended March 31, 2000.

Operating Income. Operating income decreased by $0.2 million, or 6.3%, to $3.4
million for the three months ended March 31, 2001 from $3.6 million for the
three months ended March 31, 2000. As a percent of sales, operating income
decreased to 9.0% for the three months ended March 31, 2001 from 10.4% for the
three months ended March 31, 2000. This decrease primarily was attributable to
end-of-life discounts on source units, a mix shift toward lower margined
products and a higher level of incentive programs for dealers.

Interest and Other Expense, Net. Interest and other expense, net, primarily
consists of interest expense and currency gains and losses. Interest and other
expense, net, decreased by $0.3 million, or 55.7%, to $0.2 million for the
three months ended March 31, 2001 from $0.5 million for the three months ended
March 31, 2000. The decrease in interest expense was primarily due to the
repayment of our line of credit with proceeds from our initial public offering
on April 20, 2000, which was partially offset by losses resulting from foreign
currency exchange rate changes on certain international sales.

9



---



##### Table of Contents



Income Tax Expense. Income tax expense remained flat at $1.2 million for the
three months ended March 31, 2001 and for the three months ended March 31,
2000. The effective income tax rates were 36.8% for the three months ended
March 31, 2001 and 38.2% for the three months ended March 31, 2000. The
decrease in the effective rate was primarily due to the permanent lowering of
state income tax rates.

Liquidity and Capital Resources

Since 1995, we have financed our business primarily using cash flows from
operations, bank borrowings and borrowings from shareholders. In the second
quarter of 2000 we added the proceeds of our initial public offering to this
financing. We had working capital of $37.2 million at March 31, 2001, compared
to $37.3 million at December 31, 2000. At March 31, 2001, we maintained $1.9
million of cash and cash equivalent balances.

As at March 31, 2001, we had a balance of less than $1.0 thousand on our $20.0
million bank credit facility, which is collateralized by substantially all of
our assets and consists of a revolving line-of-credit, a term loan and an
equipment financing arrangement. We paid off this bank credit facility on April
26, 2000, using the proceeds from our April 20, 2000, initial public offering.
The revolving line-of-credit has a blended variable interest rate per annum of
LIBOR plus 300 basis points or prime plus 75 basis points. The term loan has a
fixed interest rate of 10.67% per annum. The equipment financing arrangement
has, at our option three days prior to the time used, a fixed interest rate per
annum based on five-year U.S. Treasury notes plus 425 basis points or a
variable interest rate per annum based on the banks base rate plus 125 basis
points. To date, we have not used this equipment financing arrangement. As at
March 31, 2001, the bank credit facility had a weighted-average interest rate
of 10.25% per annum. The bank credit facility is scheduled to mature on June
19, 2001. The bank credit facility contains provisions that, among other
things, require Rockford to maintain certain minimum levels of EBITDA and debt
service coverage and also limit the amount of debt incurred and capital
expenditures annually.

As at March 31, 2001, we had $0.3 million invested in a Dreyfus money market
investment account with an average interest rate of 5.17%. This account is an
overnight investment, allowing us to invest according to our daily cash flow
needs.

We also have a $5.0 million capital lease credit facility under which we can
fund leases until June 1, 2001, at which time the availability to enter into
additional leases expires. We use the capital lease credit facility for the
purchase of capital equipment under agreements structured as three-year capital
lease obligations. As at March 31, 2001, the capital lease credit facility had
an outstanding balance of $0.9 million with a weighted-average interest rate of
8.14% per annum.

Net cash provided by operating activities was $0.5 million for the three months
ended March 31, 2001, and $1.7 million for the three months ended March 31,
2000. Cash provided by operating activities is less than net income due to the
effect of increasing accounts receivables and prepaid expenses, which was
partially offset by the increase in accounts payable and other accrued
expenses.

Net cash used in investing activities was $1.1 million for the three months
ended March 31, 2001, and $1.0 million for the three months ended March 31,
2000. Net cash used in investing activities was primarily related to purchases
of property and equipment.

10



---



##### Table of Contents



Net cash used by financing activities was $0.1 million for the three months
ended March 31, 2001, and net cash provided by financing activities was $0.2
million for the three months ended March 31, 2000. Net cash used by financing
activities was primarily a result of the repayments of capital lease
obligations, which was partially offset by proceeds from the exercise of stock
options.

We may pursue acquisitions of businesses, products or technologies that could
complement or expand our business and product offerings. Any material
acquisition could result in an increase in working capital requirements
depending on the amount, timing and nature of the consideration we agree to
pay.

We believe our existing resources and anticipated cash flows from operations
will be sufficient to meet our cash needs for the next twelve months. However,
should we pursue an acquisition larger than our existing resources can support,
we may need to pursue additional debt or equity resources.

11



---



##### Table of Contents









Part II. Other Information







Item 1. Legal Proceedings.

Since the date of our Annual Report for the year 2000, filed with the SEC
on March 13, 2001, there have been no further material developments in
connection with the patent claim described in the Legal Proceedings section of
our Annual Report. There are no new material proceedings known to us.







Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|        |  |                                                                                                                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |  | Description of Document                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                       
|3.1     |  | 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+                                                                                                                                                         
|       
|       
|       
|       
|3.6     |  | Amendments to Bylaws adopted by the board of directors on
May 14, 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 3.6 for a description
of the rights of the holders of Common Stock.
|       
|       
|       
|       
|10.1    |  | 1994 Stock Option Plan+                                                                                                                                                                                               
|       
|       
|       
|       
|10.2    |  | 1997 Stock Option Plan+                                                                                                                                                                                               
|       
|       
|       
|       
|10.3    |  | 1999 Employee Stock Purchase Plan as amended and restated+                                                                                                                                                            
|       
|       
|       
|       
|10.4    |  | Employment Agreement of W. Gary Suttle+                                                                                                                                                                               
|       
|       
|       
|       
|10.5    |  | Indemnity Agreement of W. Gary Suttle+                                                                                                                                                                                
|       
|       
|       
|       
|10.6    |  | Letter Agreement by and between Rockford Corporation and
Best Buy Corporation**+                                                                                                                                      
|       
|       
|       
|       
|10.7    |  | Joint Development and Supply Agreement by and between
Rockford Corporation and Hyundai Electronics Industries Co.,
Ltd.**+                                                                                            
|       
|       
|       
|       
|10.8    |  | Form of Dealership Agreements+                                                                                                                                                                                        
|       
|       
|       
|       
|10.9    |  | Standard Industrial Commercial Multi-Tenant Lease  Gross
American Industrial Real Estate Association Lease, and
amendments and addendum thereto, by and between Rockford
River LLC and Rockford Corporation+         
|       
|       
|       
|       
|10.9.1  |  | Amendment to Standard Industrial Commercial Multi-Tenant
Lease  Gross American Industrial Real Estate Association
Lease, by and between Rockford River LLC and Rockford
Corporation+                                 
|       
|       
|       
|       
|10.10   |  | Standard Industrial Lease  Gross, and amendments and
addendum thereto, by and between Cloyce Clark and Rockford
Corporation+                                                                                         
|       
|       
|       
|       
|10.10.1 |  | Amendment to Standard Industrial Lease  Gross by and
between Cloyce Clark and Rockford Corporation+                                                                                                                  

12



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|       
|       
|       
|10.11   |  | Lease Agreement, and addenda thereto, by and between
Carbonneau Industries, Inc. and Rockford Corporation+                                                                                                                                                              
|       
|       
|       
|       
|10.11.1 |  | Amendment to Lease Agreement by and between Carbonneau
Industries, Inc. and Rockford Corporation+                                                                                                                                                                       
|       
|       
|       
|       
|10.12   |  | Master Lease Agreement and amendments thereto, by and
between Banc One Leasing Corporation and Rockford
Corporation+                                                                                                                                                    
|       
|       
|       
|       
|10.13   |  | Loan and Security Agreement by and between Rockford
Corporation and FINOVA Capital Corporation+                                                                                                                                                                         
|       
|       
|       
|       
|10.13.1 |  | Amendment No. 1 to Loan and Security Agreement by and
between FINOVA Capital Corporation and Rockford Corporation+                                                                                                                                                      
|       
|       
|       
|       
|10.13.2 |  | Amendment No. 2 to Loan and Security Agreement by and
between FINOVA Capital Corporation and Rockford Corporation+                                                                                                                                                      
|       
|       
|       
|       
|10.14   |  | Employee 401(k) Deferred Compensation Plan and amendments
thereto,+                                                                                                                                                                                                     
|       
|       
|       
|       
|10.15   |  | Manufacturing and Distribution Agreement by and between Path
Group, Inc. and Rockford Corporation**+                                                                                                                                                                    
|       
|       
|       
|       
|10.15.1 |  | Addendum to the Manufacturing and Distribution Agreement by
and between Path Group, Inc. and Rockford Corporation.**+                                                                                                                                                   
|       
|       
|       
|       
|10.15.2 |  | Addendum to the Manufacturing and Distribution Agreement by
and between Path Group, Inc. and Rockford Corporation**+                                                                                                                                                    
|       
|       
|       
|       
|10.16   |  | Product Sales Agreement by and between Rockford Corporation
and Avnet Electronics Marketing**+                                                                                                                                                                          
|       
|       
|       
|       
|10.17   |  | Convertible Subordinated Debenture Amendment Agreement and
Agreement to Rename as Senior Notes+                                                                                                                                                                         
|       
|       
|       
|       
|10.18   |  | Form of Senior Note due February 3, 1999 and Warrant+                                                                                                                                                                                                                   
|       
|       
|       
|       
|10.19   |  | Schedule for Senior Notes and Warrants+                                                                                                                                                                                                                                 
|       
|       
|       
|       
|10.20   |  | Convertible Subordinated Debenture Purchase Agreement+                                                                                                                                                                                                                  
|       
|       
|       
|       
|10.21   |  | Form of 8.5% Convertible Subordinated Debenture due May 1,
2002+                                                                                                                                                                                                        
|       
|       
|       
|       
|10.22   |  | Schedule for 8.5% Convertible Subordinated Debentures+                                                                                                                                                                                                                  
|       
|       
|       
|       
|10.23   |  | Warrant issued to the Vrolyk Partnership 97-A to expire June
1, 2007+                                                                                                                                                                                                   
|       
|       
|       
|       
|10.24   |  | Services and Option Agreement by and between W. Gary Suttle,
Caroline S. Bartol, individually and as representative of
the estate of John G. Bartol and Rockford Corporation+                                                                                           
|       
|       
|       
|       
|10.25   |  | Amendment of Services and Option Agreement by and between W.
Gary Suttle, Monument Investors Limited Partnership as
successor to Caroline S. Bartol and the estate of John G.
Bartol and Rockford Corporation+                                                          
|       
|       
|       
|       
|10.26   |  | Amendment of Services and Option Contract by and between W.
Gary Suttle, Monument Investors Limited Partnership as
successor to Caroline S. Bartol and the estate of John G.
Bartol and Rockford Corporation+                                                           
|       
|       
|       
|       
|10.27   |  | Consulting and Option Contract by and between Rockford
Corporation and Grisanti, Galef & Goldress, Inc.+                                                                                                                                                                
|       
|       
|       
|       
|10.28   |  | Amendment and Renewal of Consulting and Option Contract by
and between Rockford Corporation and Grisanti, Galef &
Goldress, Inc.+                                                                                                                                       
|       
|       
|       
|       
|10.29   |  | Amendment of Consulting and Option Contract by and between
Rockford Corporation and Grisanti, Galef & Goldress, Inc.+                                                                                                                                                   
|       
|       
|       
|       
|10.30   |  | Letter from Timothy Bartol, General Partner for the Boulder
Investors Partnership exercising rights under Bridge Loan
Conversion and Extension Agreement by and between Rockford
Corporation and Boulder Investors Ltd. Partnership, as
successor to Caroline S. Bartol+
|       
|       
|       
|       
|10.31   |  | Fifth Amendment to Bridge Loan Conversion and Extension
Agreement by and between Rockford Corporation and Boulder
Investors Ltd. Partnership, as successor to Caroline S.                                                                                               

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##### Table of Contents



|        |  |                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------
|       
|       
|       
|       
|        |  | Bartol+                                                                                                      
|       
|       
|       
|       
|10.32   |  | Bridge Loan Conversion and Extension Agreement by and
between Rockford Corporation and Caroline S. Bartol+   
|       
|       
|       
|       
|10.33   |  | Bridge Loan Agreement by and between Rockford Corporation
and Caroline S. Bartol+                            
|       
|       
|       
|       
|10.34   |  | 1990 Restricted Stock Grant and Tax Loan Agreement and
Promissory Note+                                      
|       
|       
|       
|       
|10.35   |  | Form of Indemnification Agreement+                                                                           
|       
|       
|       
|       
|10.35.1 |  | Schedule for Indemnification Agreement+                                                                      
|       
|       
|       
|       
|10.36   |  | FINOVA  Schedule of Loan and Security Agreement+                                                            
|       
|       
|       
|       
|10.39   |  | Financing Lease Schedule No. 1000100950 by and between Banc
One Leasing Corporation and Rockford Corporation+
|       
|       
|       
|       
|10.40   |  | Sublease Agreement by and between Cerprobe Corporation and
Rockford Corporation+++                           
|       
|       
|       
|       
|10.41   |  | Sublease Agreement by and between Vans Delivery Service, Inc.
and Rockford Acoustic Designs, Inc.+++        
|       
|       
|       
|       
|10.42   |  | Asset Purchase Agreement among James and Norma Fosgate and
Rockford Corporation**+++                         
|       
|       
|       
|       
|21      |  | List of Subsidiaries of Rockford Corporation+                                                                
|       
|       
|       
|       
|99.1    |  | Risk Factors That May Affect Rockfords Operating Results,
Business Prospects and Stock Price+++             

---

|**  |  | Portions of the document have been omitted and filed separately with the
Commission under a request for confidential treatment.   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|+   |  | 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.                   
|   
|   
|   
|   
|+++ |  | Previously filed on March 13, 2001 with our Annual Report on Form 10-K
for the year ended December 31, 2000.                      

(b) Rockford did not file any reports on Form 8-K during the quarter for
which this report is filed.

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##### Table of Contents









SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |              |  |  |  |  |     |                      |                                       |  |  | 
|----- | ------------ |  |  |  |  | --- | -------------------- | ------------------------------------- |  |  | 
|      |              |  |  |  |  |     | ROCKFORD CORPORATION
|     
|     
|     
|     
|Date: | May 15, 2001 |  |  |  |  | By: |                     
|      |              |  |  |  |  |     |                      |                                      
|      |              |  |  |  |  |     |                      | James M. Thomson                     
|     
|     
|     
|     
|      |              |  |  |  |  |     |                      | Vice President of Finance,           
|     
|     
|     
|     
|      |              |  |  |  |  |     |                      | Chief Financial Officer and Secretary
|     
|     
|     
|     
|      |              |  |  |  |  |     |                      | (Principal Financial Officer         
|     
|     
|     
|     
|      |              |  |  |  |  |     |                      | and Duly Authorized Officer)         

15