##### 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 September 30, 2003

Commission File Number 000-30138

ROCKFORD CORPORATION

(Exact Name of Registrant as Specified in its Charter)


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

(480) 967-3565
(Registrants Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   [X]          No   [   ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)

Yes   [   ]          No   [X]

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

As of September 30, 2003, there were 8,960,304 shares of Common Stock,
$.01 par value per share, outstanding. This is the only class of common stock
of the Company registered under Section 12(g) of the Securities Act of 1933.





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TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                              | Item 4. Controls and Procedures                                                              
|Part II. Other Information   
|                              | Item 1. Legal Proceedings                                                                    
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                   
|EX-31.1                      
|EX-31.2                      
|EX-32                        



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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  September 30, 2003 and December 31, 2002                         |  | 1   
|               |  |                       |  | Condensed
Consolidated Statements of Operations Three and Nine Months Ended September 30, 2003 and 2002 |  | 2   
|               |  |                       |  | Condensed
Consolidated Statements of Cash Flows  Nine Months Ended September 30, 2003 and 2002          |  | 3   
|               |  |                       |  | Notes to Condensed Consolidated Financial Statements  September 30, 2003                                |  | 4   
|               |  | Item 2.               |  | Managements
Discussion and Analysis of Financial Condition and Results of Operations                    |  | 9   
|               |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                               |  | 18  
|               |  | Item 4.               |  | Controls and Procedures                                                                                  |  | 19  
|Part II:       |  | Other Information     |  |                                                                                                         
|               |  | Item 1.               |  | Legal Proceedings                                                                                        |  | 20  
|               |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                         |  | 20  
|Signatures     |  | 21                   
|Certifications |  |                      





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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1. Financial Statements




ROCKFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                       |  |                                                                                                                     |         |                                  |        |              |         |   |        | 
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------- | ------- | -------------------------------- | ------ | ------------ | ------- | - | ------ | 
|                                                       |  |                                                                                                                     |         | September 30,                    |        | December 31,
|                                                       |  |                                                                                                                     |         | 2003                             |        | 2002        
|                                                       |  |                                                                                                                     |         |                                  |        |             
|                                                       |  |                                                                                                                     |         | (Unaudited)                      |        | (Note)      
|                                                       |  |                                                                                                                     |         | (In thousands except share data)
|Assets                                                 |  |                                                                                                                     |         |                                  |        |              |         |  
|Current assets:                                        |  |                                                                                                                     |         |                                  |        |              |         |  
|                                                       |  | Cash and cash equivalents                                                                                           |         | $                                | 1,604  |              |         | $ | 304    | 
|                                                       |  | Accounts receivable, less allowances of $3,356 and $2,996 at
September 30, 2003 and December 31, 2002, respectively |         |                                  | 40,337 |              |         |   | 32,890 | 
|                                                       |  | Inventories, net                                                                                                    |         |                                  | 39,759 |              |         |   | 32,445 | 
|                                                       |  | Deferred income taxes                                                                                               |         |                                  | 5,162  |              |         |   | 5,160  | 
|                                                       |  | Income taxes receivable                                                                                             |         |                                  | 2,141  |              |         |   | 1,844  | 
|                                                       |  | Prepaid expenses and other                                                                                          |         |                                  | 4,526  |              |         |   | 4,395  | 
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |  
|Total current assets                                   |  |                                                                                                                     | 93,529  |                                  |        |              | 77,038  |  
|Property and equipment, net                            |  |                                                                                                                     | 16,165  |                                  |        |              | 15,262  |  
|Deferred income taxes                                  |  |                                                                                                                     | 292     |                                  |        |              | 292     |  
|Goodwill, net                                          |  |                                                                                                                     | 7,070   |                                  |        |              | 6,890   |  
|Other assets                                           |  |                                                                                                                     | 1,719   |                                  |        |              | 1,708   |  
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |   |        | 
|Total assets                                           |  | $                                                                                                                   | 118,775 |                                  |        | $            | 101,190 |  
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |  
|Liabilities and shareholders equity                   |  |                                                                                                                     |         |                                  |        |              |         |  
|Current liabilities:                                   |  |                                                                                                                     |         |                                  |        |              |         |  
|                                                       |  | Accounts payable                                                                                                    |         | $                                | 14,268 |              |         | $ | 10,753 | 
|                                                       |  | Accrued salaries and incentives                                                                                     |         |                                  | 2,029  |              |         |   | 1,978  | 
|                                                       |  | Accrued warranty                                                                                                    |         |                                  | 4,695  |              |         |   | 4,595  | 
|                                                       |  | Other accrued expenses                                                                                              |         |                                  | 7,391  |              |         |   | 6,105  | 
|                                                       |  | Current portion of notes payable, long-term debt and capital
lease obligations                                      |         |                                  | 23,398 |              |         |   | 1,253  | 
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |   |        | 
|Total current liabilities                              |  |                                                                                                                     | 51,781  |                                  |        |              | 24,684  |  
|Notes payable and long-term debt, less current portion |  |                                                                                                                     |        |                                  |        |              | 8,611   |  
|Capital lease obligations, less current portion        |  |                                                                                                                     | 705     |                                  |        |              | 1,416   |  
|Minority Interest                                      |  |                                                                                                                     | 467     |                                  |        |              | 933     |  
|Shareholders equity:                                  |  |                                                                                                                     |         |                                  |        |              |         |  
|                                                       |  | Common stock, $.01 par value  Authorized shares - 40,000,000                                                       |         |                                  |        |              |         |   |        | 
|                                                       |  | Issued shares - 8,960,304 shares at September 30, 2003, and
8,747,197 at December 31, 2002                          |         |                                  | 90     |              |         |   | 87     | 
|                                                       |  | Additional paid-in capital                                                                                          |         |                                  | 35,879 |              |         |   | 35,131 | 
|                                                       |  | Retained earnings                                                                                                   |         |                                  | 27,352 |              |         |   | 29,198 | 
|                                                       |  | Accumulated other comprehensive income                                                                              |         |                                  | 2,501  |              |         |   | 1,130  | 
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |  
|Total shareholders equity                             |  |                                                                                                                     | 65,822  |                                  |        |              | 65,546  |  
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |   |        | 
|Total liabilities and shareholders equity             |  | $                                                                                                                   | 118,775 |                                  |        | $            | 101,190 |  
|                                                       |  |                                                                                                                     |         |                                  |        |              |         |  

Note: The balance sheet at December 31, 2002, has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. See notes to condensed
consolidated financial statements.

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ROCKFORD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |        | 
|-------------------------------------- | -------------------------- | - | ------------------------------------- | ----- | ----------------- | - | ------ | ----- | ---- | - | ------- | ------ | - | - | ------- | ------ | 
|                                       |                            |   | Three months ended                    |       | Nine months ended
|                                       |                            |   | September 30,                         |       | September 30,    
|                                       |                            |   | 2003                                  |       | 2002              |   | 2003   |       | 2002
|                                       |                            |   |                                       |       |                   |   |        |       |     
|                                       |                            |   | (In thousands,
except per share data)
|Revenues                               |                            | $ | 39,496                                |       |                   | $ | 40,583 |       |      | $ | 135,688 |        |   | $ | 135,545 |       
|Cost of goods sold                     |                            |   | 28,816                                |       |                   |   | 26,315 |       |      |   | 91,842  |        |   |   | 84,726  |       
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|Gross profit                           |                            |   | 10,680                                |       |                   |   | 14,268 |       |      |   | 43,846  |        |   |   | 50,819  |       
|Operating expenses:                    |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|                                       | Sales and marketing        |   |                                       | 7,854 |                   |   |        | 6,302 |      |   |         | 24,932 |   |   |         | 21,140 | 
|                                       | General and administrative |   |                                       | 4,915 |                   |   |        | 4,539 |      |   |         | 16,100 |   |   |         | 15,116 | 
|                                       | Research and development   |   |                                       | 2,004 |                   |   |        | 1,805 |      |   |         | 6,351  |   |   |         | 3,928  | 
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|Total operating expenses               |                            |   | 14,773                                |       |                   |   | 12,646 |       |      |   | 47,383  |        |   |   | 40,184  |       
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|Operating (loss) income                |                            |   | (4,093                                | )     |                   |   | 1,622  |       |      |   | (3,537  | )      |   |   | 10,635  |       
|Interest and other expense, net        |                            |   | 544                                   |       |                   |   | 278    |       |      |   | 212     |        |   |   | 126     |       
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|(Loss) income before income tax        |                            |   | (4,637                                | )     |                   |   | 1,344  |       |      |   | (3,749  | )      |   |   | 10,509  |       
|Income tax (benefit) expense           |                            |   | (1,692                                | )     |                   |   | 519    |       |      |   | (1,437  | )      |   |   | 3,919   |       
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|(Loss) income before minority interest |                            |   | (2,945                                | )     |                   |   | 825    |       |      |   | (2,312  | )      |   |   | 6,590   |       
|Minority Interest                      |                            |   | (212                                  | )     |                   |   |       |       |      |   | (466    | )      |   |   |        |       
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|Net (loss) income                      |                            | $ | (2,733                                | )     |                   | $ | 825    |       |      | $ | (1,846  | )      |   | $ | 6,590   |       
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|Net (loss) income per common share:    |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|                                       | Basic                      |   | $                                     | (0.31 | )                 |   | $      | 0.10  |      |   | $       | (0.21  | ) |   | $       | 0.78   | 
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|                                       | Diluted                    |   | $                                     | (0.31 | )                 |   | $      | 0.09  |      |   | $       | (0.21  | ) |   | $       | 0.71   | 
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|Weighted average shares:               |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|                                       | Basic                      |   |                                       | 8,899 |                   |   |        | 8,656 |      |   |         | 8,832  |   |   |         | 8,481  | 
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       
|                                       | Diluted                    |   |                                       | 8,899 |                   |   |        | 9,406 |      |   |         | 8,832  |   |   |         | 9,338  | 
|                                       |                            |   |                                       |       |                   |   |        |       |      |   |         |        |   |   |         |       

See notes to condensed consolidated financial statements.

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ROCKFORD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |   |        |        |  
|-------------------------------------------------------------------------------------------------- |  | ----------------------------------- | --------------------------------------------------- | - | ------------------------------- | ------ | ------ | - | ------ | ------ | -
|                                                                                                   |  |                                     |                                                     |   | Nine months ended September 30,
|                                                                                                   |  |                                     |                                                     |   | 2003                            |        | 2002  
|                                                                                                   |  |                                     |                                                     |   |                                 |        |       
|                                                                                                   |  |                                     |                                                     |   | (In thousands)                 
|Operating activities                                                                               |  |                                     |                                                     |   |                                 |        |        |  
|Net (loss) income                                                                                  |  | $                                   | (1,846                                              | ) |                                 | $      | 6,590  |  
|Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities: |  |                                     |                                                     |   |                                 |        |        |  
|                                                                                                   |  | Depreciation and amortization       |                                                     |   | 3,810                           |        |        |   | 3,540  |       
|                                                                                                   |  | Loss (gain) on sale of fixed assets |                                                     |   | 5                               |        |        |   | (10    | )     
|                                                                                                   |  | Provision for doubtful accounts     |                                                     |   | 608                             |        |        |   | 711    |       
|                                                                                                   |  | Provision for inventory allowances  |                                                     |   | 803                             |        |        |   | 1,013  |       
|                                                                                                   |  | Minority Interest                   |                                                     |   | (466                            | )      |        |   |       |       
|Changes in operating assets and liabilities:                                                       |  |                                     |                                                     |   |                                 |        |        |  
|                                                                                                   |  | Accounts receivable                 |                                                     |   | (8,162                          | )      |        |   | (8,659 | )     
|                                                                                                   |  | Inventories                         |                                                     |   | (8,116                          | )      |        |   | (3,746 | )     
|                                                                                                   |  | Prepaid expenses and other assets   |                                                     |   | (219                            | )      |        |   | 1,152  |       
|                                                                                                   |  | Accounts payable                    |                                                     |   | 3,499                           |        |        |   | (1,167 | )     
|                                                                                                   |  | Accrued salaries and incentives     |                                                     |   | 51                              |        |        |   | 1,296  |       
|                                                                                                   |  | Accrued warranty                    |                                                     |   | 100                             |        |        |   | (342   | )     
|                                                                                                   |  | Income taxes payable                |                                                     |   | (297                            | )      |        |   | 1,143  |       
|                                                                                                   |  | Other accrued expenses              |                                                     |   | 1,233                           |        |        |   | 1,570  |       
|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |  
|                                                                                                   |  |                                     | Net cash (used in) provided by
operating activities |   |                                 | (8,997 | )      |   |        | 3,091  |  
|Investing activities                                                                               |  |                                     |                                                     |   |                                 |        |        |  
|Purchases of property and equipment                                                                |  |                                     | (4,788                                              | ) |                                 |        | (4,646 | )
|Proceeds from disposal of property and equipment                                                   |  |                                     | 21                                                  |   |                                 |        | 10     |  
|Acquisitions of business, net of cash acquired                                                     |  |                                     | 309                                                 |   |                                 |        | 57     |  
|Increase in other assets                                                                           |  |                                     | (190                                                | ) |                                 |        | (721   | )
|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |  
|                                                                                                   |  |                                     | Net cash used in investing activities               |   |                                 | (4,648 | )      |   |        | (5,300 | )
|Financing activities                                                                               |  |                                     |                                                     |   |                                 |        |        |  
|Net proceeds from notes payable, long-term debt                                                    |  |                                     | 13,567                                              |   |                                 |        | 1,581  |  
|Payments on notes payable and long-term debt                                                       |  |                                     |                                                    |   |                                 |        | (3,060 | )
|Payments on capital lease obligations                                                              |  |                                     | (743                                                | ) |                                 |        | (561   | )
|Proceeds from the exercise of stock options and
warrants                                           |  |                                     | 752                                                 |   |                                 |        | 1,168  |  
|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |  
|                                                                                                   |  |                                     | Net cash provided by (used in)
financing activities |   |                                 | 13,576 |        |   |        | (872   | )
|Effect of exchange rate changes on cash                                                            |  |                                     | 1,369                                               |   |                                 |        | 921    |  
|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |  
|Net increase (decrease) in cash and cash equivalents                                               |  |                                     | 1,300                                               |   |                                 |        | (2,160 | )
|Cash and cash equivalents at beginning of period                                                   |  |                                     | 304                                                 |   |                                 |        | 2,411  |  
|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |  
|Cash and cash equivalents at end of period                                                         |  | $                                   | 1,604                                               |   |                                 | $      | 251    |  
|                                                                                                   |  |                                     |                                                     |   |                                 |        |        |  

See notes to condensed consolidated financial statements.

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Rockford Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2003

1.     Basis of Presentation

Unaudited Interim Financial Information

We have prepared our unaudited condensed consolidated financial statements in
accordance with accounting principles generally accepted in the United States
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 accounting principles generally accepted
in the United States 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 and nine-month periods ended September
30, 2003, are not necessarily indicative of the results you may expect for the
year ending December 31, 2003.

For further information, refer to the consolidated financial statements and
footnotes included as part of our Form 10-K for the year ended December 31,
2002, filed with the Securities and Exchange Commission (SEC) on March 7,
2003.

Derivative Financial Instruments

Effective January 1, 2001, Rockford adopted Statement of Financial Accounting
Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging
Activities,as subsequently amended by SFAS No. 137 and SFAS No. 138, which
revises the accounting and disclosure requirements related to derivative
financial instruments. SFAS No. 133 requires all derivatives to be recognized
as assets or liabilities at fair value. During the nine months ended September
30, 2003, Rockford entered into several foreign forward contracts to hedge
foreign denominated assets with foreign denominated liabilities in order to
mitigate the risk of significant changes in earnings due to short-term foreign
exchange fluctuations. Changes in the fair value of derivatives were recognized
through net income. At September 30, 2003, Rockford had outstanding forward
contracts of $400,000 Canadian dollars. As at September 30, 2003, the
Companys fair value of the outstanding forward contracts was less than $4,000.

Stock-based Compensation

Rockford accounts for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees, and has adopted the disclosure-only alternative
of SFAS No. 123, Accounting for Stock-based Compensation, and SFAS No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure.
Rockford grants stock options for a fixed number of shares to employees with an
exercise price equal to the fair value of the shares at date of grant. Fair
value of the underlying shares is determined by the market price at the date of
the grant. Stock option grants to non-employees are charged to expense based
upon the fair value of the options granted.

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The following table represents the effect on net (loss) income and (loss)
income per common share if Rockford had applied the fair value based method and
recognition provisions of SFAS No. 123 to Rockfords stock-based employee
compensation:

|                                            |         |   |                                       |       |                   |   |      |      |      |   |        |       |   |   |       |      | 
|------------------------------------------- | ------- | - | ------------------------------------- | ----- | ----------------- | - | ---- | ---- | ---- | - | ------ | ----- | - | - | ----- | ---- | 
|                                            |         |   | Three months ended                    |       | Nine months ended
|                                            |         |   | September 30,                         |       | September 30,    
|                                            |         |   | 2003                                  |       | 2002              |   | 2003 |      | 2002
|                                            |         |   |                                       |       |                   |   |      |      |     
|                                            |         |   | (In thousands,
except per share data)
|Net (loss) income as reported               |         | $ | (2,733                                | )     |                   | $ | 825  |      |      | $ | (1,846 | )     |   | $ | 6,590 |     
|Proforma SFAS No. 123 expense               |         |   | (108                                  | )     |                   |   | (82  | )    |      |   | (295   | )     |   |   | (246  | )   
|                                            |         |   |                                       |       |                   |   |      |      |      |   |        |       |   |   |       |     
|Proforma net (loss) income                  |         | $ | (2,841                                | )     |                   | $ | 743  |      |      | $ | (2,141 | )     |   | $ | 6,344 |     
|                                            |         |   |                                       |       |                   |   |      |      |      |   |        |       |   |   |       |     
|Proforma net (loss) income per common share |         |   |                                       |       |                   |   |      |      |      |   |        |       |   |   |       |     
|                                            | Basic   |   | $                                     | (0.32 | )                 |   | $    | 0.09 |      |   | $      | (0.24 | ) |   | $     | 0.75 | 
|                                            |         |   |                                       |       |                   |   |      |      |      |   |        |       |   |   |       |     
|                                            | Diluted |   | $                                     | (0.32 | )                 |   | $    | 0.08 |      |   | $      | (0.24 | ) |   | $     | 0.68 | 
|                                            |         |   |                                       |       |                   |   |      |      |      |   |        |       |   |   |       |     

For purposes of proforma disclosures, the estimated fair value of the options
is amortized to expense over the options vesting period.

2.     Inventories

Inventories consist of the following:

|                 |  |                |        |              |  |   |        |  
|---------------- |  | -------------- | ------ | ------------ |  | - | ------ | -
|                 |  | September 30,  |        | December 31,
|                 |  | 2003           |        | 2002        
|                 |  |                |        |             
|                 |  | (In thousands)
|Raw materials    |  | $              | 9,996  |              |  | $ | 9,053  |  
|Work in progress |  |                | 1,556  |              |  |   | 2,330  |  
|Finished goods   |  |                | 31,717 |              |  |   | 24,386 |  
|                 |  |                |        |              |  |   |        |  
|                 |  |                | 43,269 |              |  |   | 35,769 |  
|Less allowances  |  |                | (3,510 | )            |  |   | (3,324 | )
|                 |  |                |        |              |  |   |        |  
|                 |  | $              | 39,759 |              |  | $ | 32,445 |  
|                 |  |                |        |              |  |   |        |  

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3.     (Loss) Income Per Share

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

|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |       |     | 
|------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ---------------------- | ----- | ------------------------------------- | - | ----------------- | ----- | ----- | --- | ---- | ----- | ------ | - | - | ----- | ----- | --- | 
|                                                                                      |                                                                            |                        |       | Three months ended                    |   | Nine months ended
|                                                                                      |                                                                            |                        |       | September 30,                         |   | September 30,    
|                                                                                      |                                                                            |                        |       | 2003                                  |   | 2002              |       | 2003  |     | 2002
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |     
|                                                                                      |                                                                            |                        |       | (In thousands, except per share data)
|Numerator:                                                                            |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|                                                                                      | Numerator for basic and diluted
net (loss) income per share                |                        | $     | (2,733                                | ) |                   | $     | 825   |     |      | $     | (1,846 | ) |   | $     | 6,590 |    
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|Denominator:                                                                          |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|                                                                                      | Denominator for basic net (loss)
income per share,
weighted average shares |                        |       | 8,899                                 |   |                   |       | 8,656 |     |      |       | 8,832  |   |   |       | 8,481 |    
|                                                                                      | Effect of dilutive securities:                                             |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |       |    
|                                                                                      |                                                                            | Employee stock options |       |                                       | 0 |                   |       |       | 743 |      |       |        | 0 |   |       |       | 850 | 
|                                                                                      |                                                                            | Warrants               |       |                                       | 0 |                   |       |       | 7   |      |       |        | 0 |   |       |       | 7   | 
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|                                                                                      | Dilutive potential common shares                                           |                        |       | 0                                     |   |                   |       | 750   |     |      |       | 0      |   |   |       | 857   |    
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|Denominator for diluted net (loss)
income per share,
adjusted weighted average shares |                                                                            |                        | 8,899 |                                       |   |                   | 9,406 |       |     |      | 8,832 |        |   |   | 9,338 |      
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|Basic net (loss) income per share                                                     |                                                                            | $                      | (0.31 | )                                     |   | $                 | 0.10  |       |     | $    | (0.21 | )      |   | $ | 0.78  |      
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      
|Diluted net (loss) income per share                                                   |                                                                            | $                      | (0.31 | )                                     |   | $                 | 0.09  |       |     | $    | (0.21 | )      |   | $ | 0.71  |      
|                                                                                      |                                                                            |                        |       |                                       |   |                   |       |       |     |      |       |        |   |   |       |      

For the three and nine months ended September 30, 2003, options to purchase
approximately 359,000 shares of Rockford common stock were excluded from the
calculation of the diluted net loss per share because they were anti-dilutive.

4.     Restructuring

During the three months ended September 30, 2003, Rockford continued the
restructuring of its MB Quart operations in Germany. The restructuring
increased operating loss by approximately $719,000 for the three months ended
September 30, 2003, primarily due to accrued and incurred severance costs
related to reductions in the number of employees in Germany.

During the nine months ended September 30, 2003, Rockford restructured its
operations in Germany, Arizona and Michigan. Management expects the
restructuring will result in improved efficiencies, better customer service and
cost savings. The restructuring of MB Quarts operations in Germany increased
operating loss for the nine months ended September 30, 2003, by approximately
$1,511,000. The Arizona and Michigan restructuring resulted in severance and
benefit costs of approximately $423,000, which increased selling, general and
administrative expenses for the nine months ended September 30, 2003.

In March 2003, Rockford discontinued its Japanese subsidiarys operations and
began selling products to an independent distributor in Japan to enhance
profitability. The write down of assets and additional closure costs associated
with the shutdown of the Japanese distribution facility resulted in
approximately $1,100,000 of expenses during the nine months ended September 30,
2003. These expenses were partially offset by a reduced tax liability of
$900,000 related to a deduction for the write off of Rockfords investment in
the stock of the Japanese subsidiary

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and the write off of bad debt related to the Japanese subsidiary. The
deduction partially offsets the expense resulting in a net loss of
approximately $200,000 relating to the Japanese subsidiary during the first
quarter of 2003.

The following table shows, for the periods indicated, restructuring charges by
location of operations:

|                            |  |                    |   |                    |  |                    |           |                    |  |   |           |  |  |   |         | 
|--------------------------- |  | ------------------ | - | ------------------ |  | ------------------ | --------- | ------------------ |  | - | --------- |  |  | - | ------- | 
|                            |  |                    |   |                    |  | Expense            |           | Cash expense       |  |   |           | 
|                            |  |                    |   |                    |  | for the            |           | incurred for the   |  |   |           | 
|                            |  | Reserve Balance at |   | nine months ended  |  | nine months ended  |           | Reserve Balance at
|Description                 |  | December 31, 2002  |   | September 30, 2003 |  | September 30, 2003 |           | September 30, 2003
|                            |  |                    |   |                    |  |                    |           |                   
|Germany operations          |  |                    |  |                    |  | $                  | 1,511,000 |                    |  | $ | 861,000   |  |  | $ | 650,000 | 
|United States operations    |  |                    |  |                    |  |                    | 423,000   |                    |  |   | 307,000   |  |  | $ | 116,000 | 
|Japan operations            |  |                    |  |                    |  |                    | 200,000   |                    |  |   | 200,000   |  |  |   |        | 
|                            |  |                    |   |                    |  |                    |           |                    |  |   |           |  |  |   |         | 
|Total restructuring
charges |  |                    |  |                    |  | $                  | 2,134,000 |                    |  | $ | 1,368,000 |  |  | $ | 766,000 | 
|                            |  |                    |   |                    |  |                    |           |                    |  |   |           |  |  |   |         | 

5.     Leases

The $5.0 million capital lease credit facility under which Rockford previously
funded leases expired on June 28, 2003. Rockford used the capital lease credit
facility for the purchase of capital equipment under agreements structured as
three-year capital lease obligations. As at September 30, 2003, the capital
lease credit facility had an outstanding balance of $1.7 million with a
weighted-average interest rate of 5.0% per annum. Expiration of the existing
leases is not accelerated and future minimum payments will continue through the
remaining terms originally established in the agreements. Rockford management
believes additional sources of capital lease credit availability can be
obtained to replace the expired facility.

6.     Defaults of Amended Credit Facility

Because of restructuring expenses and excess capital investment relating to
SimpleDevices, for the three months ended September 30, 2003, Rockford was out
of compliance with its quarterly financial covenants in its bank line of
credit, relating to the minimum required consolidated fixed charge coverage
ratio and the consolidated total leverage ratio and rolling 3-month EBITDA. In
October 2003, Rockford obtained a waiver through September 30, 2003 for this
non-compliance from the bank. The entire $22.1 million credit facility balance
has been classified as a current liability at September 30, 2003, as the credit
facility expires in July 2004.

On October 24, 2003, Rockford received a commitment from Bank of America, N.A.,
to amend its existing revolving credit facility and increase its line of credit
from $30.0 million to $45.0 million. The amended line will be collateralized
by substantially all the assets of Rockford Corporation and its U.S.
subsidiaries. Rockford expects to finalize the amendment in November 2003.
This amendment is expected to remove a number of the current financial
covenants to which Rockford is subject and to extend the maturity date. When
the amendment closes, Rockford expects to be able to again classify all
long-term portions of the credit facility as a long-term liability.

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7.     Comprehensive Income

The components of comprehensive (loss) income for the three and nine months
ending September 30, 2003 and 2002 are as follows:

|                             |  |                                       |        |                   |  |      |     |      |  |   |        |   |  |   |       | 
|---------------------------- |  | ------------------------------------- | ------ | ----------------- |  | ---- | --- | ---- |  | - | ------ | - |  | - | ----- | 
|                             |  | Three months ended                    |        | Nine months ended
|                             |  | September 30,                         |        | September 30,    
|                             |  | 2003                                  |        | 2002              |  | 2003 |     | 2002
|                             |  |                                       |        |                   |  |      |     |     
|                             |  | (In thousands,
except per share data)
|Net (loss) income            |  | $                                     | (2,733 | )                 |  | $    | 825 |      |  | $ | (1,846 | ) |  | $ | 6,590 | 
|Foreign currency translation |  |                                       | 402    |                   |  |      | 171 |      |  |   | 1,372  |   |  |   | 916   | 
|                             |  |                                       |        |                   |  |      |     |      |  |   |        |   |  |   |       | 
|Comprehensive income         |  | $                                     | (2,331 | )                 |  | $    | 996 |      |  | $ | (474   | ) |  | $ | 7,506 | 
|                             |  |                                       |        |                   |  |      |     |      |  |   |        |   |  |   |       | 

Accumulated comprehensive (loss) income consists exclusively of foreign
currency translation adjustments.

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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 10-K for the year 2002,
filed with the SEC on March 7, 2003.

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. Our statements may contain projections of results of operations or
of financial condition. 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 may
differ materially from those described in our forward-looking statements. We
disclaim any obligation or undertaking to update our forward-looking statements
to reflect changes in our expectations or changes in events, conditions, or
circumstances on which our expectations are based.

Consumer spending in the mobile audio industry was down substantially during
the first three quarters of 2003. Unfortunately, the signs of general economic
recovery during the second and third quarters did not improve the current
employment outlook in the United States. Because many of our core consumers are
younger men, high gasoline prices and the difficult employment environment tend
to have a disproportionate impact on the amount they are able to spend on large
consumer purchases. As a result of the continuing economic uncertainties and
difficult employment outlook, we are in a period in which our core consumers
may even further reduce their spending (particularly on discretionary products
such as ours), retailers in our industry may seek to reduce their inventories,
and our competitors may reduce their prices or otherwise increase the level of
competition. These or other events could reduce our sales or earnings below our
expectations.

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 2002, filed with the SEC on March 7,
2003, and in Exhibit 99.9 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 99.9 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

Rockford designs, manufactures and distributes high-performance audio systems
for the mobile, professional and home theater audio markets. Our mobile audio
products are sold primarily in the worldwide mobile audio aftermarket to
consumers who want to improve the audio systems in their cars, trucks, boats
and airplanes. We market our mobile audio products under the Rockford Fosgate,
Lightning Audio, Q-Logic, MB Quart and OmniFi

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brands, selling products that include digital and analog amplifiers, speakers,
radio and CD source units, CD changers, accessories and wireless digital media
management systems. Based on dollar sales in 2002 of all our brands, we rank
first in U.S. market share for mobile audio amplifiers and second for mobile
audio speakers.

We sell home theater products under the MB Quart, Fosgate Audionics, NHT and
OmniFi brands. We also sell professional audio products under the MB Quart,
NHT, and Hafler brands. Additionally we have invested in SimpleDevices Inc.,
which licenses its standards-based SimpleWare and SimpleMedia Services software
to consumer electronics, PC, automotive and network equipment OEMs. We began
shipping licensed SimpleDevices products for home and mobile applications under
the OmniFi brand during the three months ended September 30, 2003. We own 51%
of SimpleDevices stock on a fully diluted basis, but we are sole owners of the
OmniFi brand.

We manufacture amplifiers, signal processors and various accessories at our
facilities in Tempe, Arizona, and mid-range speakers, woofers and subwoofers at
our facility in Grand Rapids, Michigan. We manufacture Q-Logic enclosure and
kick panel products at our facilities in Stillwater, Oklahoma. We manufacture
most of our MB Quart speakers, and have begun to manufacture some Rockford
Fosgate speakers, at our facility in Obrigheim, Germany. We also source some of
our amplifiers, speakers, accessories and digital media systems from outside
suppliers.

We generated over 93% of our sales in the quarter ended September 30, 2003, and
over 98% of our sales in the quarter ended September 30, 2002, from our mobile
audio products.

In the U.S., we sell almost all of our mobile audio products using commissioned
independent sales representative firms who are supported by our employee
regional managers. Internationally, we sell products in 59 countries. In
Germany we sell through wholly owned subsidiaries using commissioned
independent sales representatives. In Canada, Austria, Switzerland and Italy we
sell through commissioned independent sales representatives. In other
countries, we sell our products to independent distributors who resell them to
retailers. During 2003, we closed our Japanese subsidiary and started selling
our products to an independent distributor who sells them to Japanese
retailers.

Sales of our mobile audio products to Best Buy accounted for 24.1% of our sales
for the nine months ended
September 30, 2003, and 16.7% of our sales for the nine months ended September
30, 2002. No other customer accounted for more than 10% of our sales during
these periods. Our business plans contemplate that Best Buy will continue to
account for a significant portion of our sales for the foreseeable future.

For our specialty and audio-video dealers, our peak-selling season is in the
spring and summer and our slowest season is typically in the fourth quarter. We
believe we experience this seasonality because our core consumers tend to buy
mobile audio products during the spring and summer when many of them are on
semester breaks and when generally more favorable weather facilitates
installation of our products. We believe this seasonal pattern is moderating
somewhat as we increase sales to Best Buy and other big box retailers, and as
we increase our home theater sales, because sales to our big box customers
and home theater sales are not as concentrated among our core consumers and are
also strong in the fourth quarter.

Best Buy is not obligated to any long-term purchases of our products and has
considerable discretion to reduce, change or terminate purchases of our
products. The loss of this customer or significant reductions in its purchases
of our products would materially reduce our sales.

During the three months ended September 30, 2003, we continued the
restructuring of our MB Quart operations in

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Germany. The restructuring increased operating loss by approximately $1,511,000
for the nine months ended September 30, 2003 primarily due to accrued and
incurred severance costs related to reductions in the number of employees in
Germany. We expect these restructuring efforts will result in improved
efficiencies and better customer service as well as cost savings.

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 |      | Nine months ended
|                                           |                            |  | September 30,      |      | September 30,    
|                                           |                            |  | 2003               |      | 2002              |  | 2003  |      | 2002
|                                           |                            |  |                    |      |                   |  |       |      |     
|Net sales                                  |                            |  | 100.0              | %    |                   |  | 100.0 | %    |      |  | 100.0 | %    |  |  | 100.0 | %   
|Cost of goods sold                         |                            |  | 73.0               |      |                   |  | 64.8  |      |      |  | 67.7  |      |  |  | 62.5  |     
|                                           |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     
|Gross profit                               |                            |  | 27.0               |      |                   |  | 35.2  |      |      |  | 32.3  |      |  |  | 37.5  |     
|Operating expenses:                        |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     
|                                           | Sales and marketing        |  |                    | 19.9 |                   |  |       | 15.5 |      |  |       | 18.4 |  |  |       | 15.6 | 
|                                           | General and administrative |  |                    | 12.4 |                   |  |       | 11.2 |      |  |       | 11.9 |  |  |       | 11.2 | 
|                                           | Research and development   |  |                    | 5.1  |                   |  |       | 4.5  |      |  |       | 4.6  |  |  |       | 2.9  | 
|                                           |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     
|Sales, general and administrative expenses |                            |  | 37.4               |      |                   |  | 31.2  |      |      |  | 34.9  |      |  |  | 29.7  |     
|                                           |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     
|Operating (loss) income                    |                            |  | (10.4              | )    |                   |  | 4.0   |      |      |  | (2.6  | )    |  |  | 7.8   |     
|Interest and other expense, net            |                            |  | 1.4                |      |                   |  | 0.7   |      |      |  | 0.2   |      |  |  | 0.0   |     
|                                           |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     
|(Loss) Income before tax                   |                            |  | (11.8              | )    |                   |  | 3.3   |      |      |  | (2.8  | )    |  |  | 7.8   |     
|Income tax (benefit) expense               |                            |  | (4.3               | )    |                   |  | 1.3   |      |      |  | (1.1  | )    |  |  | 2.9   |     
|Minority interest                          |                            |  | (0.6               | )    |                   |  |      |      |      |  | (0.3  | )    |  |  |      |     
|                                           |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     
|Net (loss) income                          |                            |  | (6.9               | %)   |                   |  | 2.0   | %    |      |  | (1.4  | %)   |  |  | 4.9   | %   
|                                           |                            |  |                    |      |                   |  |       |      |      |  |       |      |  |  |       |     

Cost of goods sold primarily consists of raw materials, direct labor and
manufacturing costs associated with production of our products as well as
warranty, in-bound freight, 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 and legal costs related to our
intellectual property.

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Geographic Distribution of Sales

Our sales by geographic region were as follows:

|               |                 |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |         | 
|-------------- | --------------- | - | ------------------ | ------ | ----------------- | - | ------ | ------ | ---- | - | ------- | ------- |  | - | ------- | ------- | 
|               |                 |   | Three months ended |        | Nine months ended
|               |                 |   | September 30,      |        | September 30,    
|               |                 |   | 2003               |        | 2002              |   | 2003   |        | 2002
|               |                 |   |                    |        |                   |   |        |        |     
|               |                 |   | (In thousands)     |        | (In thousands)   
|REGION:        |                 |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|United States  |                 | $ | 30,540             |        |                   | $ | 31,590 |        |      | $ | 109,279 |         |  | $ | 109,946 |        
|Other Americas |                 |   | 2,729              |        |                   |   | 1,744  |        |      |   | 7,718   |         |  |   | 6,607   |        
|Europe         |                 |   | 4,281              |        |                   |   | 4,654  |        |      |   | 14,383  |         |  |   | 13,386  |        
|Asia           |                 |   | 1,946              |        |                   |   | 2,595  |        |      |   | 4,308   |         |  |   | 5,606   |        
|               |                 |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|               | Total sales (1) |   | $                  | 39,496 |                   |   | $      | 40,583 |      |   | $       | 135,688 |  |   | $       | 135,545 | 
|               |                 |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        



---

|(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.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

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

Three Months Ended September 30, 2003, Compared to Three Months Ended September
30, 2002

Net Sales. Sales decreased by $1.1 million, or 2.7%, to $39.5 million for the
three months ended September 30, 2003, from $40.6 million for the three months
ended September 30, 2002. The decrease in sales was primarily the result of the
declines in sales to our domestic specialty dealer and audio video dealer
channels as a result of continued slowness in the mobile audio market, which
were only partially offset by increases in sales to our big box retail
distribution channel and to international markets and by revenues from our
recent NHT and SimpleDevices acquisitions.

U.S. sales decreased by $1.1 million, or 3.5%, to $30.5 million for the three
months ended September 30, 2003, from $31.6 million for the three months ended
September 30, 2002. The $1.1 million decrease in U.S. sales was the result of
continuing softness in the specialty dealer and audio video markets which were
not fully offset by increases in sales to our big box customers.
International sales decreased by $0.1 million, or less than one percent, to
$8.9 million for the three months ended September 30, 2003,
from $9.0 million
for the three months ended September 30, 2002.

Cost of Goods Sold. Cost of goods sold increased by $2.5 million, or 9.5%, to
$28.8 million for the three months ended September 30, 2003, from $26.3 million
for the three months ended September 30, 2002. As a percent of sales, cost of
goods sold increased to 73.0% for the three months ended September 30, 2003,
from 64.8% for the three months ended September 30, 2002. The primary reasons
for this increase were higher levels of markdown required to clear end-of-life
inventory in a difficult market, a higher percentage of sales to big box
retailers at lower margins and approximately $0.5 million of restructuring
costs associated with our German operations.

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Sales and Marketing Expenses. Sales and marketing expenses increased by $1.6
million, or 24.6%, to $7.9 million for the three months ended September 30,
2003, from $6.3 million for the three months ended September 30, 2002. As a
percent of sales, sales and marketing expenses increased to 19.9% for the three
months ended September 30, 2003, from 15.5% for the three months ended
September 30, 2002. The increase as a percent of sales was primarily due to
additional cost related to the acquisitions of NHT and SimpleDevices.

General and Administrative Expenses. General and administrative expenses
increased by $0.4 million, or 8.3%, to $4.9 million for the three months ended
September 30, 2003, from $4.5 million for the three months ended September 30,
2002. As a percent of sales, general and administrative expenses increased to
12.4% for the three months ended September 30, 2003, from 11.2% for the three
months ended September 30, 2002. The increase was primarily attributable to
restructuring costs associated with our German operations and additional costs
related to the acquisitions of NHT and SimpleDevices, which were partially
offset by the restructuring savings

Research and Development Expenses. Research and development expenses increased
by $0.2 million, or 11.0%, to $2.0 million for the three months ended September
30, 2003, from $1.8 million for the three months ended September 30, 2002. As
a percent of sales, these expenses increased to 5.1% for the three months ended
September 30, 2003, from 4.5% for the three months ended September 30, 2002.
The increase is primarily due to OmniFi product development and to increased
personnel and product development costs relating to development of new products
for our core brands in anticipation of next years new product releases. In
addition, a portion of the increase was attributable to development costs
related to the acquisitions of NHT and SimpleDevices.

Operating (Loss) Income. Operating (loss) income decreased by $5.7 million, or
352.3%, to a $(4.1) million loss for the three months ended September 30, 2003,
from $1.6 million income for the three months ended September 30, 2002. As a
percent of sales, operating (loss) income decreased to a (10.4)% loss for the
three months ended September 30, 2003, from 4.0% income for the three months
ended September 30, 2002. This decrease is primarily attributable to a decline
in specialty dealer sales, our failure to begin realizing significant revenue
on sales of our OmniFi products that was planned for the 2003 period,
restructuring costs, and additional costs related to the acquisitions of NHT
and SimpleDevices.

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, increased by $0.2 million to result in expense of $0.5 million
for the three months ended September 30, 2003, compared to expense of $0.3
million for the three months ended September 30, 2002. The increase was
primarily due to foreign currency fluctuations and increased interest expense
due to the increased balance of our line of credit.

Income Tax (Benefit) Expense. Income tax (benefit) expense decreased by $2.2
million, or 425.6%, to $(1.7) million benefit for the three months ended
September 30, 2003, from $0.5 million expense for the three months ended
September 30, 2002. The effective income tax rates were 38.2% for the three
months ended September 30, 2003, and 38.6% for the three months ended September
30, 2002.

Nine Months Ended September 30, 2003, Compared to Nine Months Ended September
30, 2002

Net Sales. Sales increased by $0.1 million, or less than 1.0%, to $135.7
million for the nine months ended September 30, 2003, from $135.5 million for
the nine months ended September 30, 2002. The flatness in sales was primarily
the result of continued difficulties and slowness in the mobile audio market.
We also failed to secure

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expected sales of our OmniFi brand products because of delays in their release.

U.S. sales decreased by $0.6 million, or less than (1.0%), to $109.3 million
for the nine months ended September 30, 2003, from $109.9 million for the nine
months ended September 30, 2002. The $0.6 million decrease in U.S. sales was
the result of continuing softness in the specialty dealer markets, which were
not fully offset by increases in sales to our big box customers.
International sales increased by $0.8 million, or 3.1%, to $26.5 million for
the nine months ended September 30, 2003, from $25.6 million for the nine
months ended September 30, 2002. International sales increased in part because
of the popularity of our 2 Fast 2 Furiousproducts in Europe.

Cost of Goods Sold. Cost of goods sold increased by $7.1 million, or 8.4%, to
$91.8 million for the nine months ended September 30, 2003, from $84.7 million
for the nine months ended September 30, 2002. As a percent of sales, cost of
goods sold increased to 67.7% for the nine months ended September 30, 2003,
from 62.5% for the nine months ended September 30, 2002. The primary reasons
for this increase were a heavier mix of lower-margined product, higher levels
of markdown required to clear end-of-life inventory in a difficult market, an
increase in in-bound freight expenses associated with our accelerated delivery
of products to Wal-Mart and new product development delays, and restructuring
costs related to our German operations.

Sales and Marketing Expenses. Sales and marketing expenses increased by $3.8
million, or 18.0%, to $24.9 million for the nine months ended September 30,
2003, from $21.1 million for the nine months ended September 30, 2002. As a
percent of sales, sales and marketing expenses increased to 18.4% for the nine
months ended September 30, 2003, from 15.6% for the nine months ended September
30, 2002. The increase as a percent of sales was primarily due to costs
associated with Universal Studios licensing fees for our 2 Fast 2 Furious
products, additional cost related to the acquisitions of NHT and SimpleDevices,
restructuring costs and increased out-bound freight expenses.

General and Administrative Expenses. General and administrative expenses
increased by $1.0 million, or 6.6%, to $16.1 million for the nine months ended
September 30, 2003, from $15.1 million for the nine months ended September 30,
2002. As a percent of sales, general and administrative expenses increased to
11.9% for the nine months ended September 30, 2003, from 11.2% for the nine
months ended September 30, 2002. The increase as a percent of sales was driven
primarily by $0.9 million of abandoned acquisition costs, costs associated with
the closing of Rockfords Japanese subsidiary, restructuring costs and
additional costs related to the acquisitions of NHT and SimpleDevices.

Research and Development Expenses. Research and development expenses increased
by $2.4 million, or 61.5%, to $6.4 million for the nine months ended September
30, 2003, from $3.9 million for the nine months ended September 30, 2002. As a
percent of sales, these expenses increased to 4.6% for the nine months ended
September 30, 2003, from 2.9% for the nine months ended September 30, 2002.
The increase is primarily due to OmniFi product development and to increased
personnel and product development costs relating to development of new products
for our core brands in anticipation of next years new product releases. In
addition, some of the increase was attributable to development costs related to
the acquisitions of NHT and SimpleDevices and an increase in legal costs
associated with the defense of the Fiori patent matter.

Operating (Loss) Income. Operating (loss) income decreased by $14.2 million,
or 133.3%, to a $(3.5) million loss for the nine months ended September 30,
2003, from $10.6 million income for the nine months ended September 30, 2002.
Operating (loss) income decreased to (2.6)% as a percent of sales for the nine
months ended September 30, 2003, from 7.8% for the nine months ended September
30, 2002. This decrease is primarily attributable to a decline in specialty
dealer sales, our failure to begin realizing significant revenue on sales of
our OmniFi products that was

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planned for the 2003 period, restructuring costs, abandoned acquisition costs,
legal costs and additional costs related to the acquisitions of NHT and
SimpleDevices.

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, increased by $0.1 million to result in expense of $0.2 million
for the nine months ended September 30, 2003, compared to expense of $0.1
million for the nine months ended September 30, 2002. The increase was
primarily due to foreign currency fluctuations and increased interest expense
due to the increased balance of our line of credit.

Income Tax (Benefit) Expense. Income tax (benefit) expense decreased by $5.4
million, or 136.6%, to $(1.4) million benefit for the nine months ended
September 30, 2003, from $3.9 million expense for the nine months ended
September 30, 2002. The effective income tax rates were 43.7% for the nine
months ended September 30, 2003, and 37.3% for the nine months ended September
30, 2002.

Liquidity and Capital Resources

We have financed our business primarily using existing working capital, cash
flows from operations, the proceeds from our initial public offering, and bank
borrowings. On June 28, 2001, we entered into a $30.0 million revolving credit
facility with Bank of America, N.A. and Bank One, Arizona, N.A. We had working
capital of $41.7 million at September 30, 2003, compared to $52.4 million at
December 31, 2002. The treatment of our credit facility as a current liability
reduced our working capital by the entire $22.1 million balance of that
facility. At September 30, 2003, we maintained $ 1.6 million of cash and cash
equivalent balances.

As at September 30, 2003, we had a balance of $22.1 million on our $30.0
million bank credit facility, which is collateralized by substantially all of
our assets and consists of a swing line of credit and a revolving line of
credit. The swing line of credit has a blended variable interest rate per
annum of Prime plus 100 basis points. The revolving line of credit has a
blended variable interest rate of LIBOR plus 300 basis points. As at September
30, 2003, the bank credit facility had a weighted average interest rate of
4.18% per annum. The bank credit facility is scheduled to mature on July 5,
2004. The bank credit facility contains provisions that, among other things,
require that we maintain certain minimum levels of EBITDA, total leverage
ratio, fixed charge coverage ratio, net worth and also limit the amount of
total debt incurred and annual capital expenditures.

We were not in compliance with several of these debt covenants as at September
30, 2003. Because of restructuring expenses and excess capital investment
relating to SimpleDevices, we were out of compliance at September 30, 2003,
with the financial covenants relating to the minimum required consolidated
fixed charge coverage ratio, the consolidated total leverage ratio, and 3-month

rolling EBITDA. Our banks agreed during October 2003 to waive this
non-compliance through September 30, 2003. Because the current facility
expires on July 5, 2004 and because of the covenant violations, the entire
$22.1 million credit facility balance is classified as a current liability as
at September 30, 2003.

We have received a commitment letter from Bank of America to amend our credit
facility so that it will become an asset-based credit line of $45.0 million and
will not expire for 3 years. This amendment is expected to remove a number of
the current financial covenants to which we are subject and to increase our
financing availability compared to our existing $30.0 million credit line. We
expect to close on this amended facility in mid-November. When the amendment
closes, we expect that we will be able to again classify the bulk of our credit
facility as a long-term liability and increase our working capital as a result.

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The $5.0 million capital lease credit facility under which we previously funded
leases expired on June 28, 2003. We used the capital lease credit facility for
the purchase of capital equipment under agreements structured as three-year
capital lease obligations. As at September 30, 2003, the capital lease credit
facility had an outstanding balance of $1.7 million with a weighted-average
interest rate of 5.0% per annum. Expiration of the existing leases is not
accelerated and future minimum payments will continue through the remaining
terms originally established in the agreements. We believe additional sources
of capital lease credit availability can be obtained to replace the expired
facility.

Net cash (used in) provided by operating activities was $(9.0) million for the
nine months ended September 30, 2003, and $3.1 million for the nine months
ended September 30, 2002. Cash used in operating activities during 2003 was
greater than net loss due to the effect of increasing accounts receivables and
inventories, which was partially offset by an increase in accounts payable and
other accrued expenses. Similarly, cash provided by operating activities
during 2002 was less than net income due to the same factors.

Net cash used in investing activities was $(4.6) million for the nine months
ended September 30, 2003, and $(5.3) million for the nine months ended
September 30, 2002. Net cash used in investing activities was primarily related
to purchases of property and equipment.

Net cash provided by (used in) financing activities was $13.6 million for the
nine months ended September 30, 2003, and $(0.9) million for the nine months
ended September 30, 2002. Net cash provided by financing activities during the
nine months ended September 30, 2003, was primarily a result of increased
borrowings on our bank credit facility, which were partially offset by payments
on capital leases.

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our accounting policies
have a significant impact on the results we report in our consolidated
condensed financial statements. We evaluate our estimates and judgments on an
on-going basis. We base our estimates on historical experience and assumptions
that we believe to be reasonable under the circumstances. Our experience and
assumptions form the basis for our judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual
results may vary from what we anticipate and different assumptions or estimates
about the future could change our reported results. We believe the following
accounting policies are the most critical to us, in that they are important to
the portrayal of our financial statements and they require our most difficult,
subjective or complex judgments in the preparation of our consolidated
financial statements:

Revenue Recognition.We recognize revenue pursuant to Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements. Accordingly, we recognize
revenue and record sales, net of related discounts, when all of the following
criteria are met:



| |  |  | Persuasive evidence of an arrangement exists;          
| | - |  | -------------------------------------------------------
|
| |  |  | Ownership has transferred to the customer;             
|
| |  |  | The price to the customer is fixed or determinable; and
|
| |  |  | Collectibility is reasonably assured.                  

We sell almost all of our products F.O.B. our facility, so that upon shipment
of products, the above criteria are met and revenue is recognized.

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Our SimpleDevices business involves the development and sale of software. We
recognize revenue from the sale of software in accordance with SOP 97-2,
Software Revenue Recognition.Revenue is recorded from packaged software and
license fees when persuasive evidence of an arrangement exists, the software
product has been shipped, the fees are fixed and determinable, collectibility
is reasonably assured and vendor-specific objective evidence of fair value
exists for any undeliverable products or services (elements) of the
arrangement. Certain sales of SimpleDevices software also involve providing
professional services to customize the software products sold. Professional
service revenues are separately priced and are typically not essential to the
functionality of the software products. Revenue from these services is
recognized separately from the license fee because the arrangements qualify as
service transactions defined by SOP 97-2. Generally, revenue from time and
materials consulting contracts are recognized as services are performed.
Contract accounting is utilized for services revenues from fixed price
contracts and those requiring significant software modification, development or
customization. In such instances, the arrangement fee is accounted for in
accordance with SOP 81-1, whereby the arrangement fee is recognized, generally
using the percentage of completion method. Service revenues from software
maintenance, support and update fees are recognized ratably over the contract
period, which in most instances is one year.

We also record reductions to revenue for estimated customer returns and
additional sales incentive offerings such as growth and volume incentive
rebates and prompt pay discounts based on historical rates. Should a greater
proportion of customers return product or redeem incentives than we estimate,
we may need to make additional reductions to revenue.

Intangible Assets.On January 1, 2002, we adopted SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. When we
account for acquired businesses as purchases, we allocate purchase prices to
the assets, definite-lived intangible assets, and liabilities acquired based on
the estimated fair values on the respective acquisition dates. Based on these
values, any excess purchase price over the fair value of the net assets
acquired is allocated to goodwill

Prior to January 1, 2002, we amortized goodwill over the useful life of the
underlying asset, not to exceed 15 years. On January 1, 2002, we began
accounting for goodwill under the provisions of SFAS Nos. 141 and 142. As at
September 30, 2003, we had gross goodwill of $7,444,000 and accumulated
amortization of $374,000. For the three months and nine months ended September
30, 2003 and 2002, we did not recognize amortization expense related to
goodwill. We completed two acquisitions in the third quarter of 2001 and two
acquisitions in the fourth quarter of 2002 and have not recorded any
amortization for these acquisitions on amounts allocated to goodwill in
accordance with SFAS No. 141.

In assessing the recoverability of our goodwill and other intangibles, we must
make assumptions about estimated future cash flows and other factors to
determine the fair value of the respective assets. If these estimates or their
related assumptions change in the future, we may be required to record
impairment charges for these assets not previously recorded. Some factors we
consider important which could trigger an impairment review include the
following:



| |  |  | Significant underperformance relative to expected historical or projected future operating results;          
| | - |  | -------------------------------------------------------------------------------------------------------------
|
| |  |  | Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
|
| |  |  | Our market capitalization relative to net book value; and                                                    
|
| |  |  | Significant negative industry or economic trends.                                                            

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We have tested goodwill for impairment using the two-step process prescribed in
SFAS No. 142. The first step is a screen for potential impairment, while the
second step measures the amount of the impairment, if any. We performed the
first of the required impairment tests for goodwill as at December 31, 2002,
and determined that our goodwill is not impaired and it is not necessary to
undertake the second step in the two-step process. During the three months and
nine months ended September 30, 2003 and 2002, we did not record any impairment
losses related to goodwill and other intangible assets.

Allowance for Doubtful Accounts.We maintain an allowance for doubtful
accounts, based on historical rates, for estimated losses resulting from the
inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances might be required.

Excess and Obsolete Inventory.We maintain a reserve for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual future demand or market conditions are less
favorable than those we project, additional inventory write-downs might be
required. Any change to the reserve arising from forecast revisions is
reflected in cost of sales in the period the revision is made.

Warranty.We maintain a warranty reserve, based on historical rates, for costs
associated with the repair or replacement of product that fails to meet our
standard warranty against defects in material and workmanship. Should actual
product failure rates differ significantly from our estimates, revisions to our
estimated accruals would be required.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk exposures are in the areas of interest rate risk and
foreign currency exchange rate risk. Our holdings of cash equivalents are
subject to interest rate fluctuations, but we believe this risk is immaterial
due to the short-term nature of these investments and the relatively small cash
balances we carry.

The value of the U.S. dollar affects our financial results. Changes in exchange
rates may positively or negatively affect our revenues, gross margins,
operating expenses and shareholders equity as expressed in U.S. dollars.
Historically, our exposure to currency exchange rate fluctuations was modest
due to the fact that we sold our products primarily in U.S. dollars and held
only a small percentage of our assets outside the U.S. However, we conduct a
growing portion of our business in foreign currency and are increasing our
billings in local currencies in Canada and Europe.

Historically, we had not engaged in any significant foreign currency hedging
activities, but instead had attempted to minimize currency exposure risk
through natural hedges, which balance foreign denominated assets with foreign
denominated liabilities. There can be no assurance that such an approach will
be successful, especially if a significant and sudden decline occurs in the
value of local currencies. During the first quarter of 2003, our Board of
Directors approved and we began to implement a new foreign currency hedging
policy. During the third quarter of 2003, we entered into several foreign
currency forward contracts on a limited basis; and, at September 30, 2003, had
outstanding forward contracts of $400,000 Canadian dollars. We anticipate an
increase in the volume of our foreign currency hedging as we fully implement
our hedging program. The goal of our hedging program is to provide stability
to the U.S. dollar values of non-function currency cash flows. Although it is
impossible to eliminate all

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currency risk, implementation of this program should mitigate the risk of
significant changes in our earnings due to short-term foreign exchange
fluctuations.




Item 4. Controls and Procedures

Our principal executive officer and principal accounting officer are
responsible for establishing and maintaining adequate internal control over our
financial reporting. They have reviewed our disclosure controls and procedures
as at September 30, 2003, the end of our 3rd Quarter, in order to comply with
the SECs requirements for certification of this Form 10-Q.

Since we became public we have maintained a disclosure policy committee, which
currently includes our CEO, CFO, Director of Finance, Treasurer, Director of
Investor Relations, and General Counsel. Our officers, directors, and
employees are responsible to inform the committee about material developments
in our business so that the committee can decide when we need to make new
filings with the SEC or make disclosures to the public markets about
developments in our business. Our principal executive officer and principal
accounting officer reviewed our processes to confirm that they give reasonable
assurance that our controls will meet their objectives and concluded that they
do so. They did not identify, and are not aware of, any material weaknesses in
our internal controls.

The disclosure policy committee, other senior managers, and our finance staff
are responsible for preparation of our periodic reports. Our finance staff and
senior managers:



| |  |  | monitor our operations and financial performance on a regular basis,
| | - |  | --------------------------------------------------------------------
|
| |  |  | evaluate how our performance may affect our reports to the SEC, and 
|
| |  |  | schedule preparation of our periodic reports.                       

We use our Oracle information system to develop the financial information used
in our reports beginning shortly after the end of each reporting period.
Members of our finance staff and our senior managers compile this information,
as well as reports about our business from our officers, directors, and
employees, and use the compiled information to prepare our reports to the SEC.
Our procedures have allowed us to file our reports within the times that the
SECs rules require.

We are currently evaluating what changes will be needed to meet the accelerated
time frames the SEC recently adopted and to satisfy the enhanced reporting
relating to internal controls required by the Sarbanes Oxley Act and subsequent
SEC regulations. We do not anticipate material changes in our internal
procedures to address the accelerated reporting requirements (when they begin
to apply to us), other than slightly accelerated internal deadlines for
compilation of information and preparation of initial drafts. We are currently
in the process of establishing an enhanced internal control process, including
an additional internal auditor, to further enhance our internal controls. We
did not make any substantial changes in our internal review of our financial
reporting during the third quarter of 2003.

Based on their review of our disclosure controls and policies, our principal
executive officer and principal accounting officer concluded that our
disclosure controls and procedures are effective and that they allow us to
comply with our periodic reporting obligations. We believe the reports we have
filed are in compliance with the SECs requirements.

We have not made significant changes to our internal controls, and are not
aware of changes in other factors that could significantly affect these
controls, during the third quarter of 2003 or since the end of that quarter.

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Part II. Other Information




Item 1.      Legal Proceedings.

Since the date of our Annual Report for the year 2002, filed with the SEC
on March 7, 2003, there have been no additional material developments in
connection with the patent claim described in the Legal Proceedings section of
our Annual Report.

We are and may continue to be a party to various lawsuits and arbitrations
from time to time. As at September 30, 2003, we were not a party to any legal
proceedings that we believe are material, other than the effect of the expenses
associated with the Fiori patent matter described in our Annual Report for the
year 2002.




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+                                                                                                                                                         
|        |  |                                                                                                                                                                                                                       
|3.7     |  | Amendment to Articles of Incorporation filed on July 1,
1999+                                                                                                                                                         
|        |  |                                                                                                                                                                                                                       
|4.1     |  | Specimen Common Stock Certificate+                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                       
|4.2     |  | Reference is made to the Articles of Incorporation, as
amended, and the Restated Bylaws, as amended, filed as
Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description
of the rights of the holders of Common Stock.
|        |  |                                                                                                                                                                                                                       
|31.1    |  | Certification Required by Section 302 of the Sarbanes-Oxley Act                                                                                                                                                       
|        |  |                                                                                                                                                                                                                       
|31.2    |  | Certification Required by Section 302 of the Sarbanes Oxley Act                                                                                                                                                       
|        |  |                                                                                                                                                                                                                       
|32      |  | Certification Required by Section 906 of the Sarbanes Oxley Act                                                                                                                                                       
|        |  |                                                                                                                                                                                                                       
|99.1    |  | Risk Factors That May Affect Rockfords Operating Results,
Business Prospects and Stock Price+++                                                                                                                      

|    |  |                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------
|+   |  | 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 7, 2003, with our Annual Report on Form 10-K
for the year ended December 31,                            

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|    |  |                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------
|    |  | 2002.                                                                                                             
|    |  |                                                                                                                   
|(b) |  | During the period from July 1, 2003, through September 30, 2003, Rockford
filed the following reports on Form 8-K:



| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | July 31, 2003       Report disclosing on Item 12 that Rockford had issued a
news release regarding Rockfords results of operations for the 2nd Quarter
of 2003 and for the first half of 2003. This report furnished a copy of
the press release as Exhibit 99.1 to the Form 8-K.




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: November 13, 2003 |  | By:                  |  | /s/ James M. Thomson                 
|                        |  |                      |  |                                      
|                        |  |                      |  | James M. Thomson                     
|                        |  |                      |  | Vice President of Finance,           
|                        |  |                      |  | Chief Financial Officer and Secretary
|                        |  |                      |  | (Principal Financial Officer         
|                        |  |                      |  | and Duly Authorized Officer)         

21