##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 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 R No £
 Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act)
 Yes £ No R
 Indicate the number of shares of each of the issuers classes of common stock, as of the latest
practical date:
 As of July 28, 2005, there were 9,241,624 shares of Common Stock, $.01 par value per share,
outstanding, which is the only class of common stock of the Company registered under Section 12(g)
of the Securities Act of 1933.




---



ROCKFORD CORPORATION AND SUBSIDIARIES
 TABLE OF CONTENTS
 Forward Looking StatementsPart I: Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets  June 30, 2005 (Unaudited) and December 31, 2004Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2005 and 2004 (Unaudited)Condensed Consolidated Statements of Cash Flows  Three and Six Months Ended June 30, 2005 and 2004 (Unaudited)Notes to Condensed Unaudited Consolidated Financial Statements  June 30, 2005Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPart II: Other InformationItem 1. Legal ProceedingsItem 4. Submission of matters to a vote of security holdersItem 6. Exhibits and Reports on Form 8-KSignaturesCertificationsExhibit 31.1Exhibit 31.2Exhibit 32




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Forward-Looking Statements




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
  
 (In thousands)
 June 30,
    
    December 31,2005
    
    2004(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances
of $3,115 and $3,504 at June 30, 2005
and December 31, 2004, respectively
    
    
    29,412
    
    
    
    33,195Inventories
    
    
    25,914
    
    
    
    34,005Income taxes receivable
    
    
    901
    
    
    
    940Prepaid expenses and other
    
    
    3,093
    
    
    
    2,953Total current assets
    
    
    59,320
    
    
    
    71,093Property and equipment, net
    
    
    4,785
    
    
    
    6,407Other assets
    
    
    2,626
    
    
    
    2,853Total assets
    
    $
    66,731
    
    
    $
    80,353Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    8,878
    
    
    $
    15,594Accrued salaries and incentives
    
    
    1,972
    
    
    
    1,438Accrued warranty
    
    
    3,030
    
    
    
    2,902Other accrued expenses
    
    
    5,559
    
    
    
    7,693Current portion of long-term debt
    
    
    13,631
    
    
    
    18,204Total current liabilities
    
    
    33,070
    
    
    
    45,831Notes payable, less unaccreted discount of
$473 and $563 at June 30, 2005 and
December 31, 2004, respectively
    
    
    12,027
    
    
    
    11,937Total liabilities
    
    
    45,097
    
    
    
    57,768Shareholders equity:Common stock, $.01 par value 
Authorized shares - 40,000 Issued
shares  9,233 shares at June 30,
2005 and 9,205 at December 31, 2004
    
    
    92
    
    
    
    92Additional paid-in capital
    
    
    37,377
    
    
    
    37,329Retained deficit
    
    
    (16,232
    )
    
    
    (15,321
    )Accumulated other comprehensive income
    
    
    397
    
    
    
    485Total shareholders equity
    
    
    21,634
    
    
    
    22,585Total liabilities and shareholders equity
    
    $
    66,731
    
    
    $
    80,353




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##### Table of Contents



(In thousands, except per share data)
 Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net sales
    
    $
    39,623
    
    
    $
    52,754
    
    
    $
    81,190
    
    
    $
    91,476Cost of goods sold
    
    
    27,169
    
    
    
    38,500
    
    
    
    56,708
    
    
    
    69,615Gross profit
    
    
    12,454
    
    
    
    14,254
    
    
    
    24,482
    
    
    
    21,861Operating expenses:Sales and marketing
    
    
    6,770
    
    
    
    8,932
    
    
    
    13,181
    
    
    
    16,216General and administrative
    
    
    4,134
    
    
    
    4,398
    
    
    
    8,679
    
    
    
    8,972Research and development
    
    
    976
    
    
    
    2,162
    
    
    
    1,895
    
    
    
    4,623Total operating expenses
    
    
    11,880
    
    
    
    15,492
    
    
    
    23,755
    
    
    
    29,811Operating income (loss)
    
    
    574
    
    
    
    (1,238
    )
    
    
    727
    
    
    
    (7,950
    )Interest and other expense, net
    
    
    875
    
    
    
    1,101
    
    
    
    1,620
    
    
    
    1,693Loss from continuing operations before income taxes
    
    
    (301
    )
    
    
    (2,339
    )
    
    
    (893
    )
    
    
    (9,643
    )Income tax expense (benefit)
    
    
    2
    
    
    
    (520
    )
    
    
    18
    
    
    
    (3,358
    )Loss from continuing operations
    
    
    (303
    )
    
    
    (1,819
    )
    
    
    (911
    )
    
    
    (6,285
    )Loss from discontinued operations, net of taxes
    
    
    
    
    
    
    (643
    )
    
    
    
    
    
    
    (1,580
    )Net loss
    
    $
    (303
    )
    
    $
    (2,462
    )
    
    $
    (911
    )
    
    $
    (7,865
    )Net loss per common share:Loss from continuing operationsBasic
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.10
    )
    
    $
    (0.70
    )Diluted
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.10
    )
    
    $
    (0.70
    )Loss from discontinued operationsBasic
    
    $
    0.00
    
    
    $
    (0.07
    )
    
    $
    0.00
    
    
    $
    (0.17
    )Diluted
    
    $
    0.00
    
    
    $
    (0.07
    )
    
    $
    0.00
    
    
    $
    (0.17
    )Net lossBasic
    
    $
    (0.03
    )
    
    $
    (0.27
    )
    
    $
    (0.10
    )
    
    $
    (0.87
    )Diluted
    
    $
    (0.03
    )
    
    $
    (0.27
    )
    
    $
    (0.10
    )
    
    $
    (0.87
    )Weighted average shares:Basic
    
    
    9,233
    
    
    
    9,026
    
    
    
    9,233
    
    
    
    9,020Diluted
    
    
    9,233
    
    
    
    9,026
    
    
    
    9,233
    
    
    
    9,020




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(In thousands)
 Six months ended June 30,2005
    
    2004Cash flow from continuing operating activities:Net loss from continuing operations
    
    $
    (911
    )
    
    $
    (6,285
    )Adjustments to reconcile net loss from continuing operations to
net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    2,330
    
    
    
    2,319Gain on sale of property and equipment
    
    
    (26
    )
    
    
    Provision for doubtful accounts
    
    
    380
    
    
    
    472Provision for inventory
    
    
    409
    
    
    
    461Changes in operating assets and liabilities:Accounts receivable
    
    
    3,404
    
    
    
    (11,853
    )Inventories
    
    
    7,683
    
    
    
    (13,384
    )Prepaid expenses and other
    
    
    (139
    )
    
    
    (1,942
    )Bank overdraft
    
    
    
    
    
    
    635Accounts payable
    
    
    (6,716
    )
    
    
    18,419Accrued salaries and incentives
    
    
    534
    
    
    
    236Accrued warranty
    
    
    128
    
    
    
    1,044Income taxes payable (receivable)
    
    
    38
    
    
    
    (1,936
    )Other accrued expenses
    
    
    (2,135
    )
    
    
    2,816Net cash provided by (used in) operating activities
    
    
    4,979
    
    
    
    (8,999
    )Cash flow from investing activities:Purchases of property and equipment
    
    
    (388
    )
    
    
    (2,444
    )Proceeds from sale of property and equipment
    
    
    104
    
    
    
    (4
    )Increase in other assets
    
    
    (81
    )
    
    
    (2,588
    )Net cash used in investing activities
    
    
    (365
    )
    
    
    (5,036
    )Cash flow from financing activities:Net proceeds from (payments on) notes payable and long-term debt
    
    
    (4,574
    )
    
    
    19,183Payment of short term debt
    
    
    
    
    
    
    (4,000
    )Payments on capital lease obligations
    
    
    
    
    
    
    (1,408
    )Proceeds from employee stock purchase plan
    
    
    48
    
    
    
    Proceeds from exercise of stock options
    
    
    
    
    
    
    60Net cash (used in) provided by financing activities
    
    
    (4,526
    )
    
    
    13,835Effect of exchange rate changes on cash
    
    
    (88
    )
    
    
    (275
    )Net decrease in cash flow from continuing operations
    
    
    
    
    
    
    (475
    )Net decrease in cash flow from discontinued operations
    
    
    
    
    
    
    (241
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    716Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    




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1. Basis of Presentation
 Unaudited Interim Financial Information
    Comprehensive Income (Loss)
  Three months ended
    
    Six months endedJune 30
    
    June 302005
    
    2004
    
    2005
    
    2004(In thousands, except per
    
    (In thousands, except pershare data)
    
    share data)Net loss
    
    $
    (303
    )
    
    $
    (2,462
    )
    
    $
    (911
    )
    
    $
    (7,865
    )Foreign currency translation adjustments
    
    
    (25
    )
    
    
    (48
    )
    
    
    (88
    )
    
    
    (440
    )Total comprehensive loss
    
    $
    (328
    )
    
    $
    (2,510
    )
    
    $
    (999
    )
    
    $
    (8,305
    )
 Stock-based Compensation
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
 New Accounting Standards
 Share-Based Payment, Accounting for Stock Issued to Employees,
 Accounting for Stock-Based Compensation




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##### Table of Contents



Three months ended
    
    Six months endedJune 30
    
    June 302005
    
    2004
    
    2005
    
    2004(In thousands, except per share
    
    (In thousands, except per sharedata)
    
    data)Net loss as reported
    
    $
    (303
    )
    
    $
    (2,462
    )
    
    $
    (911
    )
    
    $
    (7,865
    )Proforma SFAS No. 123 expense
    
    
    (62
    )
    
    
    (77
    )
    
    
    (124
    )
    
    
    (184
    )Proforma net loss
    
    $
    (365
    )
    
    $
    (2,539
    )
    
    $
    (1,035
    )
    
    $
    (8,049
    )Proforma loss per common share:Basic
    
    $
    (0.04
    )
    
    $
    (0.28
    )
    
    $
    (0.11
    )
    
    $
    (0.89
    )Diluted
    
    $
    (0.04
    )
    
    $
    (0.28
    )
    
    $
    (0.11
    )
    
    
    (0.89
    )
  2. Discontinued Operations
 SimpleDevices, Inc.
  Three months
    
    Six monthsended
    
    endedJune 30
    
    June 302004
    
    2004(In thousands, except per share data)Revenues
    
    $
    20
    
    
    $
    172Cost of sales
    
    
    78
    
    
    
    156Operating expenses
    
    
    280
    
    
    
    609Minority interest
    
    
    (96
    )
    
    
    (257
    )Net loss
    
    $
    (242
    )
    
    $
    (336
    )
 MB Quart.




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##### Table of Contents



Three months
    
    Six monthsended
    
    endedJune 30
    
    June 302004
    
    2004(In thousands, except per share data)Revenues
    
    $
    1,912
    
    
    $
    3,208Cost of sales
    
    
    1,166
    
    
    
    2,034Operating expenses
    
    
    1,163
    
    
    
    2,427Interest and other income, net
    
    
    (16
    )
    
    
    (3
    )Income tax benefit
    
    
    
    
    
    
    (6
    )Net loss
    
    $
    (401
    )
    
    $
    (1,244
    )




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##### Table of Contents



3. Inventories
  June 30,
    
    December 31,2005
    
    2004(In thousands)Raw materials
    
    $
    6,238
    
    
    $
    8,269Work-in-progress
    
    
    1,820
    
    
    
    1,796Finished goods
    
    
    17,856
    
    
    
    23,940$
    25,914
    
    
    $
    34,005
 4. Net Loss Per Share
  Three months ended
    
    Six months endedJune 30
    
    June 302005
    
    2004
    
    2005
    
    2004(In thousands, except per share
    
    (In thousands, except per sharedata)
    
    data)Numerator:Loss from continuing operations
    
    $
    (303
    )
    
    $
    (1,819
    )
    
    $
    (911
    )
    
    $
    (6,285
    )Loss from discontinuing operations
    
    
    
    
    
    
    (643
    )
    
    
    
    
    
    
    (1,580
    )Net loss
    
    $
    (303
    )
    
    $
    (2,462
    )
    
    $
    (911
    )
    
    $
    (7,865
    )Denominator:Denominator for basic net loss per share
    
    
    9,233
    
    
    
    9,026
    
    
    
    9,233
    
    
    
    9,020Effect of dilutive securities:Employee stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted net loss per share
    
    
    9,233
    
    
    
    9,026
    
    
    
    9,233
    
    
    
    9,020Loss per common share:Loss from continuing operationsBasic
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.10
    )
    
    $
    (0.70
    )Diluted
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.10
    )
    
    $
    (0.70
    )Loss from discontinued operationsBasic
    
    $
    0.00
    
    
    $
    (0.07
    )
    
    $
    0.00
    
    
    $
    (0.17
    )Diluted
    
    $
    0.00
    
    
    $
    (0.07
    )
    
    $
    0.00
    
    
    $
    (0.17
    )Net lossBasic
    
    $
    (0.03
    )
    
    $
    (0.27
    )
    
    $
    (0.10
    )
    
    $
    (0.87
    )Diluted
    
    $
    (0.03
    )
    
    $
    (0.27
    )
    
    $
    (0.10
    )
    
    $
    (0.87
    )




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##### Table of Contents



5. Notes Payable and Long-Term Debt
  Balance Sheet Classification of
Borrowings Outstanding under Revolving Credit Agreements That Include both a Subjective
Acceleration Clause and a Lock-Box Arrangement
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing
Operations
  Overview




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##### Table of Contents



Results of Operations
  Three months ended
    
    Six months endedJune 30
    
    June 302005
    
    2004
    
    2005
    2004(In thousands, except per share
    
    (In thousands, except per sharedata)
    
    data)Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    68.6
    
    
    
    73.0
    
    
    
    69.8
    
    
    
    76.1Gross profit
    
    
    31.4
    
    
    
    27.0
    
    
    
    30.2
    
    
    
    23.9Operating expenses:Sales and marketing
    
    
    17.1
    
    
    
    16.9
    
    
    
    16.2
    
    
    
    17.7General and administrative
    
    
    10.4
    
    
    
    8.3
    
    
    
    10.8
    
    
    
    9.8Research and development
    
    
    2.5
    
    
    
    4.1
    
    
    
    2.3
    
    
    
    5.1Total operating expenses
    
    
    30.0
    
    
    
    29.3
    
    
    
    29.3
    
    
    
    32.6Operating income (loss)
    
    
    1.4
    
    
    
    (2.3
    )
    
    
    0.9
    
    
    
    (8.7
    )Interest and other expense, net
    
    
    2.2
    
    
    
    2.1
    
    
    
    2.0
    
    
    
    1.9Loss from continuing operations before income tax
    
    
    (0.8
    )
    
    
    (4.4
    )
    
    
    (1.1
    )
    
    
    (10.6
    )Income tax expense (benefit)
    
    
    0.0
    
    
    
    (1.0
    )
    
    
    0.0
    
    
    
    (3.7
    )Loss from continuing operations
    
    
    (0.8
    )
    
    
    (3.4
    )
    
    
    (1.1
    )
    
    
    (6.9
    )Loss from
discontinued operations, net of taxes
    
    
    0.0
    
    
    
    (1.2
    )
    
    
    0.0
    
    
    
    (1.7
    )Net loss
    
    
    (0.8
    )%
    
    
    (4.6
    )%
    
    
    (1.1
    )%
    
    
    (8.6
    )%




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##### Table of Contents



Geographic Distribution of Sales
  Three months ended
    
    Six months endedJune 30
    
    June 302005
    
    2004
    
    2005
    
    2004(In thousands, except per
    
    (In thousands, except pershare data)
    
    share data)Region:(1)United States
    
    $
    32,961
    
    
    $
    44,858
    
    
    $
    67,638
    
    
    $
    78,589Other Americas
    
    
    2,945
    
    
    
    3,345
    
    
    
    5,640
    
    
    
    4,551Europe
    
    
    2,604
    
    
    
    2,831
    
    
    
    5,401
    
    
    
    5,646Asia
    
    
    1,113
    
    
    
    1,720
    
    
    
    2,511
    
    
    
    2,690Total sales
    
    $
    39,623
    
    
    $
    52,754
    
    
    $
    81,190
    
    
    $
    91,476
 
 (1)
    
    Sales are attributed to geographic regions based on the location of customers. No single
foreign country accounted for greater than 10% of sales.




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##### Table of Contents



In the following discussion, certain increases or decreases may differ due to rounding
 Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating
Income (Loss)
 Interest and Other Expense, Net
 Income Tax (Benefit) Expense.




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##### Table of Contents



Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income (Loss)
 Interest and Other Expense, Net
 Income Tax (Benefit) Expense.




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##### Table of Contents



Liquidity and Capital Resources
       
    
    Rockford had no cash and cash equivalents at June 30, 2005 and December 31, 2004. Due to
the daily sweep of cash by Congress, described below, Rockford has reclassified cash and
cash equivalents to net against its current debt balance.
    
    Rockfords net accounts receivable were $29.4 million at June 30, 2005 compared to $33.2
million at December 31, 2004. The decrease in accounts receivable balances is primarily due
to lower sales, more favorable terms and improved collection activities.
    
    Rockfords inventory position decreased from $34.0 million at the end of 2004 to $25.9
million at June 30, 2005. This inventory decrease was due to improved inventory turns and
the reduction of excess and obsolete inventory




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##### Table of Contents




    
    Accounts payable decreased $6.7 million, from $15.6 million at December 31, 2004 to $8.9
million at June 30, 2005. This decrease was primarily due to reestablishing normalized
vendor payment terms compared to the extended vendor payment terms experienced at December
31, 2004.
 Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a
Subjective Acceleration Clause and a Lock-Box Arrangement
  Contractual Obligations as of June 30, 2005
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsCurrent portion of long-term debt
    
    $
    15,358
    
    
    $
    2,073
    
    
    $
    13,285
    
    
    
    
    
    
    
    Long term notes payable
    
    $
    14,752
    
    
    $
    563
    
    
    $
    1,125
    
    
    $
    13,063
    
    
    
    Operating Leases
    
    $
    5,910
    
    
    $
    2,089
    
    
    $
    3,780
    
    
    $
    41
    
    
    
    
   Critical Accounting Policies and Estimates
  Revenue Recognition. Revenue Recognition in Financial Statements.
 
    
    Persuasive evidence of an arrangement exists;
    
    The price to the customer is fixed or determinable; and




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
    
    Collectibility is reasonably assured.
   Intangible Assets. Business Combinations Goodwill and Other Intangible Assets.
 Allowance for Doubtful Accounts.
 Inventory.
 Warranty.
 Income Taxes.
 Inflation.




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New Accounting Standards
 Share-Based Payment, Accounting for Stock Issued to Employees,
 Inventory Costs, an amendment of ARB 43,
Chapter 4.
 Exchanges of Non-monetary Assets, an amendment of
APB No. 29, Accounting for Non-monetary Transactions.
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Material Weaknesses of Disclosure Controls and Procedures
 Preparation of Annual Report for the Year Ended December 31, 2004




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##### Table of Contents



Accounts Payable Reconciliation for the Year Ended December 31, 2003
     
 Part II. Other Information
 
 Item 1. Legal Proceedings.




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Rockfords annual meeting of shareholders was held on May 11, 2005.(b)
    
    At the annual meeting, the Rockfords shareholders re-elected all six Directors for a
one-year term which expires at the annual shareholders meeting in 2006.(c)
    
    At the annual meeting, Rockfords shareholders ratified the appointment of Ernst &
Young L.L.P. as Rockfords auditors for 2005. The holders of 8,792,517 common shares voted
to ratify the appointment, the holders of 4,375 common shares voted against the
ratification, and the holders of 1,100 common shares abstained.The following tabulation represents voting for the Directors
 Name
    
    Votes For
    
    Withheld AuthorityW. Gary Suttle
    
    
    8,673,334
    
    
    
    124,658Nicholas G. Bartol
    
    
    8,665,441
    
    
    
    132,551Ralph B. Godfrey
    
    
    8,764,817
    
    
    
    33,175Jerry E. Goldress
    
    
    8,764,817
    
    
    
    33,175Timothy C. Bartol
    
    
    8,161,051
    
    
    
    636,941John P Lloyd
    
    
    8,686,217
    
    
    
    111,775
 
 Item 6. Exhibits and Reports on Form 8-K




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##### Table of Contents



ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws, as
amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the rights of
the holders of Common Stock.31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for W. Gary Suttle31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200299.9
    
    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 April 15, 2005, with our Annual Report on Form 10-K for the year ended December 31, 2004.  May 13, 2005 Report disclosing on Item 9 that Rockford had issued a news release regarding
Rockfords results of operations for the 1st Quarter, ended March 31, 2005. This
report furnished a copy of the press release under Item 9 of Form 8-K.




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##### Table of Contents



SIGNATURES
  ROCKFORD CORPORATIONDate: July 28, 2005
    By:
    /s/ Richard G. VasekRichard G. VasekVice President of Finance,
Chief Financial Officer and
Secretary
(Principal Financial Officer
and Duly Authorized Officer)