##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 Commission File Number 000-30138
 ROCKFORD CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 ARIZONA
    
    86-0394353(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)600 South Rockford Drive
    
    85281Tempe, Arizona
    
    (Zip Code)(Address of Principal Executive Offices)
 (480) 967-3565
(Registrants Telephone Number, Including Area Code)
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2). (Check one)
 Large accelerated filero
    
    Accelerated filero
    
    Non-accelerated filerþ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
 Indicate the number of shares of each of the issuers classes of common stock, as of the
latest practical date:
 As of August 3, 2006, there were 9,385,970 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, 2006 (Unaudited) and December 31, 2005Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2006 and 2005 (Unaudited)Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2006 and 2005 (Unaudited)Notes to Condensed Unaudited Consolidated Financial Statements  June 30, 2006Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPart II: Other InformationItem 1. Legal ProceedingsItem 1A. Rick FactorsItem 4. Submission of Matters to a Vote of Security HoldersItem 6. Exhibits and Reports on Form 8-KSignaturesCertificationsEX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



Forward-Looking Statements
    3




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
  
  (In thousands except per share data)
 June 30,
    
    
    December 31,2006
    
    
    2005(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances of $2,076 and $2,307 at June 30, 2006 and
December 31, 2005, respectively
    
    
    26,414
    
    
    
    24,721Inventories
    
    
    20,994
    
    
    
    18,618Income taxes receivable
    
    
    80
    
    
    
    168Prepaid expenses and other current assets
    
    
    3,837
    
    
    
    3,901Current assets of discontinued operations
    
    
    97
    
    
    
    289Total current assets
    
    
    51,422
    
    
    
    47,697Property and equipment, net
    
    
    2,560
    
    
    
    3,104Other assets
    
    
    1,448
    
    
    
    1,497Total assets
    
    $
    55,430
    
    
    $
    52,298Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    11,628
    
    
    $
    10,182Accrued salaries and incentives
    
    
    1,125
    
    
    
    1,317Accrued warranty
    
    
    1,900
    
    
    
    1,982Other accrued expenses
    
    
    4,591
    
    
    
    4,890Current portion of capital lease and other long-term liabilities
    
    
    807
    
    
    
    Asset-based credit facility
    
    
    8,403
    
    
    
    6,109Total current liabilities
    
    
    28,454
    
    
    
    24,480Notes payable, less unaccreted discount of $268 and $313 at June 30, 2006 and
December 31, 2005, respectively
    
    
    9,232
    
    
    
    9,187Long-term portion of capital lease and other long-term liabilities
    
    
    122
    
    
    
    Total liabilities
    
    
    37,808
    
    
    
    33,667Shareholders equity:Common stock, $.01 par value  Authorized shares  40,000 Issued shares 
9,386 shares at June 30, 2006 and 9,384 shares at December 31, 2005
    
    
    94
    
    
    
    94Additional paid-in capital
    
    
    37,667
    
    
    
    37,548Retained deficit
    
    
    (20,549
    )
    
    
    (19,408
    )Accumulated other comprehensive income
    
    
    410
    
    
    
    397Total shareholders equity
    
    
    17,622
    
    
    
    18,631Total liabilities and shareholders equity
    
    $
    55,430
    
    
    $
    52,298
   4




---



##### Table of Contents



(In thousands, except per share data)
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    31,668
    
    
    $
    37,917
    
    
    $
    61,596
    
    
    $
    77,533Cost of goods sold
    
    
    21,295
    
    
    
    26,188
    
    
    
    43,365
    
    
    
    54,481Gross profit
    
    
    10,373
    
    
    
    11,729
    
    
    
    18,231
    
    
    
    23,052Operating expenses:Sales and marketing
    
    
    4,550
    
    
    
    6,316
    
    
    
    9,490
    
    
    
    12,144General and administrative
    
    
    3,470
    
    
    
    3,995
    
    
    
    7,130
    
    
    
    8,408Research and development
    
    
    967
    
    
    
    822
    
    
    
    1,968
    
    
    
    1,633Total operating expenses
    
    
    8,987
    
    
    
    11,133
    
    
    
    18,588
    
    
    
    22,185Operating income (loss)
    
    
    1,386
    
    
    
    596
    
    
    
    (357
    )
    
    
    867Interest and other expense, net
    
    
    360
    
    
    
    870
    
    
    
    676
    
    
    
    1,616Income (loss) from continuing operations before income taxes
    
    
    1,026
    
    
    
    (274
    )
    
    
    (1,033
    )
    
    
    (749
    )Income tax expense
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    19Income (loss) from continuing operations
    
    
    1,026
    
    
    
    (277
    )
    
    
    (1,033
    )
    
    
    (768
    )Loss from discontinued operations
    
    
    (114
    )
    
    
    (26
    )
    
    
    (108
    )
    
    
    (143
    )Net income (loss)
    
    $
    912
    
    
    $
    (303
    )
    
    $
    (1,141
    )
    
    $
    (911
    )Net income (loss) per common share:Income (loss) from continuing operationsBasic
    
    $
    0.10
    
    
    $
    (0.03
    )
    
    $
    (0.11
    )
    
    $
    (0.08
    )Diluted
    
    $
    0.10
    
    
    $
    (0.03
    )
    
    $
    (0.11
    )
    
    $
    (0.08
    )Loss from discontinued operationsBasic
    
    $
    (0.01
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )Diluted
    
    $
    (0.01
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )Net income (loss)Basic
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    (0.12
    )
    
    $
    (0.10
    )Diluted
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    (0.12
    )
    
    $
    (0.10
    )Weighted average shares:Basic
    
    
    11,447
    
    
    
    9,233
    
    
    
    9,385
    
    
    
    9,233Diluted
    
    
    11,654
    
    
    
    9,233
    
    
    
    9,385
    
    
    
    9,233
  5




---



##### Table of Contents



(In thousands)
 Six months endedJune 30,2006
    
    
    2005Cash flow from continuing operating activities:Net loss from continuing operations
    
    $
    (1,033
    )
    
    $
    (768
    )Adjustments to reconcile net loss from continuing operations to
net cash (used in) provided by in operating activities:Depreciation and amortization
    
    
    1,311
    
    
    
    2,242Gain on divestiture of business
    
    
    (41
    )
    
    
    Loss on exit of European leases
    
    
    814
    
    
    
    Loss (gain) on sale of property and equipment
    
    
    85
    
    
    
    (26
    )Share based compensation expense
    
    
    114
    
    
    
    Provision for doubtful accounts
    
    
    235
    
    
    
    359Provision for inventory
    
    
    304
    
    
    
    409Changes in operating assets and liabilities:Accounts receivable
    
    
    (3,384
    )
    
    
    2,984Inventories
    
    
    (3,514
    )
    
    
    7,817Prepaid expenses and other current assets
    
    
    425
    
    
    
    (354
    )Accounts payable
    
    
    1,999
    
    
    
    (6,310
    )Accrued salaries and incentives
    
    
    (192
    )
    
    
    521Accrued warranty
    
    
    (67
    )
    
    
    148Income taxes receivable
    
    
    88
    
    
    
    38Other accrued expenses and liabilities
    
    
    (197
    )
    
    
    (2,135
    )Net cash (used in) provided by operating activities
    
    
    (3,053
    )
    
    
    4,925Cash flow from investing activities:Purchases of property and equipment
    
    
    (407
    )
    
    
    (334
    )Proceeds from sale of property and equipment
    
    
    64
    
    
    
    104Net proceeds from divestiture of businesses
    
    
    804
    
    
    
    (Increase) decrease in other assets
    
    
    281
    
    
    
    (81
    )Net cash provided by (used in) investing activities
    
    
    742
    
    
    
    (311
    )Cash flow from financing activities:Net proceeds from (payments on) bank debt and short term notes
    
    
    2,312
    
    
    
    (4,574
    )Payments on capital lease obligations
    
    
    (19
    )
    
    
    Proceeds from employee stock purchase plan
    
    
    
    
    
    
    48Proceeds from exercise of stock options
    
    
    5
    
    
    
    Net cash provided by (used in) financing activities
    
    
    2,298
    
    
    
    (4,526
    )Effect of exchange rate changes on cash
    
    
    13
    
    
    
    (88
    )Net increase in cash flow from continuing operations
    
    
    
    
    
    
    Net increase in cash flow from discontinued operations
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    Cash flow from discontinued operations:Cash flow provided by operating activities
    
    
    19
    
    
    
    54Cash flow used in investing activities
    
    
    
    
    
    
    (54
    )Cash flow used in financing activities
    
    
    (19
    )
    
    
    Net increase in cash flow from discontinued operations
    
    $
    
    
    
    $
    
  6




---



##### Table of Contents



1. Basis of Presentation
 Unaudited Interim Financial Information
    Comprehensive Loss
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)
    
    
    (In thousands)Net income (loss)
    
    $
    912
    
    
    $
    (303
    )
    
    $
    (1,141
    )
    
    $
    (911
    )Foreign currency translation adjustments
    
    
    6
    
    
    
    (25
    )
    
    
    13
    
    
    
    (88
    )Total comprehensive income (loss)
    
    $
    918
    
    
    $
    (328
    )
    
    $
    (1,128
    )
    
    $
    (999
    )
 2. Share-based Compensation
   7




---



##### Table of Contents



WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueBalance at December 31, 2005
    
    
    1,582,264
    
    
    $
    4.70Granted
    
    
    50,000
    
    
    $
    3.47Exercised
    
    
    (1,750
    )
    
    $
    2.69Terminated/expired
    
    
    (51,350
    )
    
    $
    4.13Balance at June 30, 2006
    
    
    1,579,164
    
    
    $
    4.68
    
    
    6.3 years
    
    $
    1,155,000
   Six months endedJune 30,2006
    
    2005Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected stock price volatility
    
    
    .46
    
    
    
    .46Risk-free interest rate
    
    
    4.7
    %
    
    
    3.4
    %Expected life of options
    
    5 years
        
    5 years
   8




---



##### Table of Contents



Three months
    
    
    Six monthsended
    
    
    endedJune 30,
    
    
    June 30,2005
    
    
    2005(In thousands,
    
    
    (In thousands,except per
    
    
    except pershare data)
    
    
    share data)Net loss as reported
    
    $
    (303
    )
    
    $
    (911
    )Proforma SFAS No. 123 expense
    
    
    (62
    )
    
    
    (124
    )Proforma net loss
    
    $
    (365
    )
    
    $
    (1,035
    )Proforma loss per common share:Basic
    
    $
    (0.04
    )
    
    $
    (0.11
    )Diluted
    
    $
    (0.04
    )
    
    $
    (0.11
    )
  3. Discontinued Operations
 Rockford Home Group.
    Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)
    
    
    (In thousands)Revenues
    
    $
    13
    
    
    $
    1,706
    
    
    $
    30
    
    
    $
    3,657Cost of sales
    
    
    127
    
    
    
    980
    
    
    
    138
    
    
    
    2,226Operating expenses
    
    
    
    
    
    
    748
    
    
    
    
    
    
    
    1,571Interest and other (income) expense, net
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    3Net loss
    
    $
    (114
    )
    
    $
    (26
    )
    
    $
    (108
    )
    
    $
    (143
    )
 9




---



##### Table of Contents



4. Inventories
  June 30,
    
    
    December 31,2006
    
    
    2005(In thousands)Raw materials
    
    $
    8,930
    
    
    $
    6,126Work-in-progress
    
    
    886
    
    
    
    1,494Finished goods
    
    
    11,178
    
    
    
    10,998$
    20,994
    
    
    $
    18,618
 5. Income (Loss) Per Share
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands, except per
    
    
    (In thousands, except pershare data)
    
    
    share data)Numerator:Income (loss) from continuing operations
    
    $
    1,026
    
    
    $
    (277
    )
    
    $
    (1,033
    )
    
    $
    (768
    )Plus: Income impact of assumed conversion of
convertible debt
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
available to shareholders
    
    
    1,133
    
    
    
    (277
    )
    
    
    (1,033
    )
    
    
    (768
    )Loss from discontinued operations
    
    
    (114
    )
    
    
    (26
    )
    
    
    (108
    )
    
    
    (143
    )Net income (loss)
    
    $
    1,019
    
    
    $
    (303
    )
    
    $
    (1,141
    )
    
    $
    (911
    )Denominator:Denominator for basic net loss per share
    
    
    11,447
    
    
    
    9,233
    
    
    
    9,385
    
    
    
    9,233Effect of dilutive securities:Employee stock options
    
    
    207
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    207
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted net income (loss) per share
    
    
    11,654
    
    
    
    9,233
    
    
    
    9,385
    
    
    
    9,233Income (loss) per common share:Income (loss) from continuing operationsBasic
    
    $
    0.10
    
    
    $
    (0.03
    )
    
    $
    (0.11
    )
    
    $
    (0.08
    )Diluted
    
    $
    0.10
    
    
    $
    (0.03
    )
    
    $
    (0.11
    )
    
    $
    (0.08
    )Income (loss) from discontinued operationsBasic
    
    $
    (0.01
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )Diluted
    
    $
    (0.01
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )Net income (loss)Basic
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    (0.12
    )
    
    $
    (0.10
    )Diluted
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    (0.12
    )
    
    $
    (0.10
    )
  10




---



##### Table of Contents



6. 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
  7. Disposal Of Assets
 Q-Logic.
 8. Restructuring
  11




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations
  Overview
    Adoption of SFAS No. 123R
  12




---



##### Table of Contents



Results of Operations
  Three months ended
    
    
    Six months endedMarch 31,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    67.2
    
    
    
    69.1
    
    
    
    70.4
    
    
    
    70.3Gross profit
    
    
    32.8
    
    
    
    30.9
    
    
    
    29.6
    
    
    
    29.7Operating expenses:Sales and marketing
    
    
    14.4
    
    
    
    16.6
    
    
    
    15.4
    
    
    
    15.7General and administrative
    
    
    11.0
    
    
    
    10.5
    
    
    
    11.6
    
    
    
    10.8Research and development
    
    
    3.0
    
    
    
    2.2
    
    
    
    3.2
    
    
    
    2.1Total operating expenses
    
    
    28.4
    
    
    
    29.3
    
    
    
    30.2
    
    
    
    28.6Operating income (loss)
    
    
    4.4
    
    
    
    1.6
    
    
    
    (0.6
    )
    
    
    1.1Interest and other expense, net
    
    
    1.1
    
    
    
    2.3
    
    
    
    1.1
    
    
    
    2.1Income (loss) from continuing operations before income tax
    
    
    3.3
    
    
    
    (0.7
    )
    
    
    (1.7
    )
    
    
    (1.0
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    3.3
    
    
    
    (0.7
    )
    
    
    (1.7
    )
    
    
    (1.0
    )Loss from discontinued operations
    
    
    (0.4
    )
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    (0.2
    )Net income (loss)
    
    
    2.9
    %
    
    
    (0.8
    )%
    
    
    (1.9
    )%
    
    
    (1.2
    )%
 13




---



##### Table of Contents



Geographic Distribution of Sales
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)
    
    
    (In thousands)Region:(1)United States
    
    $
    26,381
    
    
    $
    31,552
    
    
    $
    52,044
    
    
    $
    64,588Other Americas
    
    
    2,693
    
    
    
    2,642
    
    
    
    4,422
    
    
    
    5,027Europe
    
    
    1,538
    
    
    
    2,610
    
    
    
    3,059
    
    
    
    5,407Asia
    
    
    1,056
    
    
    
    1,113
    
    
    
    2,071
    
    
    
    2,511Total sales
    
    $
    31,668
    
    
    $
    37,917
    
    
    $
    61,596
    
    
    $
    77,533
 
 (1)
    
    Sales are attributed to geographic regions based on the location of customers. No single
foreign country accounted for greater than 10% of sales. In the following discussion, certain increases or decreases may differ due to rounding
 Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 14




---



##### Table of Contents



General and Administrative Expenses.
 Research and Development Expenses
 Operating Income
 Interest and Other Expense, Net
 Income Tax Expense.
 Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 15




---



##### Table of Contents



Research and Development Expenses
 Operating Income (Loss)
 Interest and Other Expense, Net
 Income Tax Expense.
 Liquidity and Capital Resources
     16




---



##### Table of Contents




    
    Rockford had no cash and cash equivalents at June 30, 2006 and December 31, 2005. Due to
the daily sweep of cash by Wachovia Capital, described below, Rockford has reclassified cash
and cash equivalents to net against its current debt balance.
    
    Rockfords net accounts receivable were $26.4 million at June 30, 2006 compared to $24.7
million at December 31, 2005. The increase in the accounts receivable balance is primarily
due to the increase in net sales in the second quarter of 2006 compared to the fourth
quarter of 2005 partially offset by the reduction of trade receivables related to the
divestiture of Rockfords Q-Logic enclosure business.
    
    Rockfords inventory position increased from $18.6 million at the end of 2005 to $21.0
million at June 30, 2006. This inventory increase was primarily due to a higher level of
component parts due to Rockfords 2006 product introductions partially offset by the
divestiture of the Q-Logic enclosure business.
    
    Accounts payable increased $1.4 million, from $10.2 million at December 31, 2005 to $11.6
million at June 30, 2006. This increase was primarily due to higher inventory levels.
 Balance
Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both
a Subjective Acceleration Clause and a Lock-Box Arrangement
   17




---



##### Table of Contents



Contractual Obligations as of June 30, 2006
  Payments due by periodLess than
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsAsset-based credit facility
    
    $
    9,726
    
    
    $
    756
    
    
    $
    8,970
    
    
    
    
    
    
    
    Notes payable
    
    $
    10,996
    
    
    $
    428
    
    
    $
    855
    
    
    $
    9,713
    
    
    
    Capital leases and other long-term liabilities
    
    $
    163
    
    
    $
    41
    
    
    $
    95
    
    
    $
    27
    
    
    $
    69Operating Leases
    
    $
    4,909
    
    
    $
    2,070
    
    
    $
    2,580
    
    
    $
    259
    
    
    
    
   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
    
    Collectibility is reasonably assured
   Share-Based Compensation.
 18




---



##### Table of Contents



Intangible Assets. Business
Combinations Goodwill and Other Intangible Assets.
 Allowance for Doubtful Accounts.
 Inventory.
 Warranty.
 Income Taxes.
 Inflation
  New Accounting Standards
 Accounting for Servicing of Financial Assets Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities
 19




---



##### Table of Contents



20




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
     
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Material Weaknesses of Disclosure Controls and Procedures
  21




---



##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Rockfords annual meeting of shareholders was held on May 10, 2006.(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 2007.(c)
    
    At the annual meeting, Rockfords shareholders ratified the appointment of Ernst &
Young L.L.P. as Rockfords auditors for 2006. The holders of 9,034,356 common shares voted
to ratify the appointment, the holders of 46,925 common shares voted against the
ratification, and the holders of 4,318 common shares abstained.The following tabulation represents voting for the Directors
 Name
    
    Votes For
    
    Withheld AuthorityW. Gary Suttle
    
    
    8,897,620
    
    
    
    187,979Nicholas G. Bartol
    
    
    8,877,580
    
    
    
    208,019Ralph B. Godfrey
    
    
    8,882,338
    
    
    
    203,631Jerry E. Goldress
    
    
    8,882,738
    
    
    
    202,861Timothy C. Bartol
    
    
    8,277,901
    
    
    
    807,698John P Lloyd
    
    
    8,897,656
    
    
    
    187,943
 At the meeting, Rockfords shareholders also approved the Rockford Corporation 2005 Stock
Option Plan (the Plan). Under the Plan, which was adopted by the Board of Directors on
November 1, 2005, incentive stock options and non-qualified stock options may be granted to
Rockfords directors, officers and employees. The holders of 5,873,751 common shares voted in
favor of the Plan, the holders of 947,291 common shares voted against the Plan, the holders
of 29,562 common shares abstained and the holders of 2,234,990 common shares did not vote.(d)
    
    Not applicable.
 22




---



##### Table of Contents



Item 6. Exhibits and Reports on Form 8-K
  ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws,
as amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the
rights of the holders of Common Stock.31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for W. Gary Suttle.31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 +
    
    Previously filed with our registration statement on Form S-1, which the SEC declared effective on April 19, 2000 and/or
amendments++
    
    Previously filed on August 11, 2000 with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (b)
    
    During the period from April 1, 2006, through June 30, 2006, Rockford filed the following
reports on Form 8-K.
 
    
    April 6, 2006 report disclosing on Item 9 that Rockford had issued a news release
regarding the completion of the sale of assets related to its Q-Logic enclosure product
line. This report furnished a copy of the press release under Item 9 of Form 8-K.
    
    May 8, 2006 Report disclosing on Item 9 that Rockford had issued a news release regarding
Rockfords results of operations for the quarter ended March 31, 2006. This report furnished
a copy of the press release under Item 9 of Form 8-K.
 23




---



##### Table of Contents



SIGNATURES
  ROCKFORD CORPORATIONDate: August 3, 2006
    By:
    /s/ Richard G. VasekRichard G. VasekVice President of Finance,
Chief Financial Officer and Secretary
(Principal Financial Officer and Duly Authorized Officer) 24




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws, as
amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the rights
of the holders of Common Stock.31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for W. Gary Suttle.31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 +
    
    Previously filed with our registration statement on Form S-1, which the SEC declared effective on April 19, 2000 and/or
amendments++
    
    Previously filed on August 11, 2000 with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. 25