##### 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 September 30, 2007
 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 filer o      Accelerated filer o      Non-accelerated filer þ
 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 October 30, 2007, there were 9,395,720 shares of Common Stock, $.01 par value per share,
outstanding. This is the Companys only class of common stock.




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##### 



ROCKFORD CORPORATION AND SUBSIDIARIES
  
 TABLE OF CONTENTS
 Forward Looking StatementsPart I: Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets December 31, 2006 and September 30, 2007 (Unaudited)Condensed Consolidated Statements of Operations (Unaudited)  Three and Nine Months Ended September 30,
2006 and 2007Condensed Consolidated Statements of Cash Flows (Unaudited)  Nine Months Ended September 30, 2006 and 2007Notes to Condensed Unaudited Consolidated Financial Statements  September 30, 2007Item 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. Risk FactorsItem 6. Exhibits and Reports on Form 8-KSignaturesCertificationsEx  31.1Ex  31.2Ex  32EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Forward-Looking Statements
    3




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
  
 (In thousands except share data)
 December 31,
    
    
    September 30,2006
    
    
    2007(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, less allowances of $1,267 and $1,025 at December 31, 2006 and
September 30, 2007, respectively
    
    
    19,242
    
    
    
    18,751Inventories
    
    
    19,612
    
    
    
    15,351Prepaid expenses and other current assets
    
    
    1,998
    
    
    
    1,332Total current assets
    
    
    40,852
    
    
    
    35,434Property and equipment, net
    
    
    2,487
    
    
    
    1,800Other assets
    
    
    1,216
    
    
    
    788Total assets
    
    $
    44,555
    
    
    $
    38,022Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    7,094
    
    
    $
    5,408Accrued salaries and incentives
    
    
    1,485
    
    
    
    1,590Accrued warranty and returns
    
    
    2,199
    
    
    
    1,826Other accrued expenses
    
    
    2,193
    
    
    
    1,908Current portion of capital lease and other long-term liabilities
    
    
    1,002
    
    
    
    451Asset-based credit facility
    
    
    10,400
    
    
    
    6,334Total current liabilities
    
    
    24,373
    
    
    
    17,517Notes payable, less unaccreted discount of $222 and $153 at December 31, 2006 and
September 30, 2007, respectively
    
    
    9,278
    
    
    
    9,347Long-term portion of capital lease and other long-term liabilities
    
    
    659
    
    
    
    463Total liabilities
    
    
    34,310
    
    
    
    27,327Shareholders equity:Common stock, $.01 par value  Authorized shares  40,000,000; Issued shares
9,390,970 at December 31, 2006 and 9,395,720 at September 30, 2007
    
    
    94
    
    
    
    94Additional paid-in capital
    
    
    37,995
    
    
    
    38,229Retained deficit
    
    
    (28,255
    )
    
    
    (28,061
    )Accumulated other comprehensive income
    
    
    411
    
    
    
    433Total shareholders equity
    
    
    10,245
    
    
    
    10,695Total liabilities and shareholders equity
    
    $
    44,555
    
    
    $
    38,022
  4




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##### Table of Contents



(In thousands, except per share data)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Net sales
    
    $
    21,217
    
    
    $
    18,695
    
    
    $
    82,813
    
    
    $
    71,807Cost of goods sold
    
    
    15,201
    
    
    
    12,417
    
    
    
    58,566
    
    
    
    49,251Gross profit
    
    
    6,016
    
    
    
    6,278
    
    
    
    24,247
    
    
    
    22,556Operating expenses:Sales and marketing
    
    
    3,605
    
    
    
    3,114
    
    
    
    13,523
    
    
    
    10,467General and administrative
    
    
    4,197
    
    
    
    2,039
    
    
    
    11,372
    
    
    
    8,627Research and development
    
    
    810
    
    
    
    688
    
    
    
    2,350
    
    
    
    2,200Total operating expenses
    
    
    8,612
    
    
    
    5,841
    
    
    
    27,245
    
    
    
    21,294Operating income (loss)
    
    
    (2,596
    )
    
    
    437
    
    
    
    (2,998
    )
    
    
    1,262Interest and other expense, net
    
    
    323
    
    
    
    346
    
    
    
    954
    
    
    
    1,068Income (loss) from continuing operations before income taxes
    
    
    (2,919
    )
    
    
    91
    
    
    
    (3,952
    )
    
    
    194Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    (2,919
    )
    
    
    91
    
    
    
    (3,952
    )
    
    
    194Loss from discontinued operations
    
    
    (47
    )
    
    
    
    
    
    
    (155
    )
    
    
    Net income (loss)
    
    $
    (2,966
    )
    
    $
    91
    
    
    $
    (4,107
    )
    
    $
    194Net income (loss) per common share:Income (loss) from continuing operationsBasic
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    (0.42
    )
    
    $
    0.02Diluted
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    (0.42
    )
    
    $
    0.02Loss from discontinued operationsBasic
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.00Diluted
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.00Net income (loss)Basic
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.44
    )
    
    $
    0.02Diluted
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.44
    )
    
    $
    0.02Weighted average shares:Basic
    
    
    9,388
    
    
    
    9,401
    
    
    
    9,386
    
    
    
    9,400Diluted
    
    
    9,388
    
    
    
    9,401
    
    
    
    9,386
    
    
    
    9,434
  5




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(In thousands)
 Nine months endedSeptember 30,2006
    
    
    2007Cash flow from continuing operating activities:Net income (loss)
    
    
    (4,107
    )
    
    
    194Net loss from discontinued operations
    
    
    (155
    )
    
    
    Net income (loss) from continuing operations
    
    $
    (3,952
    )
    
    $
    194Adjustments to reconcile net income (loss) from continuing
operations to net cash (used in) provided by operating
activities:Depreciation and amortization
    
    
    1,822
    
    
    
    1,262Gain on divestiture of business
    
    
    (142
    )
    
    
    Loss on exit of European leases
    
    
    814
    
    
    
    Loss (gain) on sale of property and equipment
    
    
    76
    
    
    
    (33
    )Share based compensation expense
    
    
    214
    
    
    
    223Provision for doubtful accounts
    
    
    483
    
    
    
    195Provision for inventory
    
    
    527
    
    
    
    726Special charge
    
    
    
    
    
    
    681Changes in operating assets and liabilities:Accounts receivable
    
    
    3,331
    
    
    
    295Inventories
    
    
    (5,414
    )
    
    
    3,535Prepaid expenses and other
    
    
    766
    
    
    
    690Accounts payable
    
    
    (2,088
    )
    
    
    (1,687
    )Accrued salaries and incentives
    
    
    659
    
    
    
    (398
    )Accrued warranty and returns
    
    
    (117
    )
    
    
    (374
    )Other accrued expenses
    
    
    (1,185
    )
    
    
    (284
    )Net cash (used in) provided by in operating activities
    
    
    (4,206
    )
    
    
    5,025Cash flow from investing activities:Purchases of property and equipment
    
    
    (1,137
    )
    
    
    (418
    )Proceeds from sale of property and equipment
    
    
    83
    
    
    
    156Net proceeds from divestiture of businesses
    
    
    855
    
    
    
    300Decrease (increase) in other assets
    
    
    243
    
    
    
    (22
    )Net cash provided by investing activities
    
    
    44
    
    
    
    16Cash flow from financing activities:Proceeds from (payments on) line of credit
    
    
    4,161
    
    
    
    (4,066
    )Payments on capital lease obligations
    
    
    (29
    )
    
    
    (32
    )Payment on litigation settlement
    
    
    
    
    
    
    (976
    )Proceeds from exercise of stock options
    
    
    16
    
    
    
    11Net cash provided by (used in) financing activities
    
    
    4,148
    
    
    
    (5,063
    )Effect of exchange rate changes on cash
    
    
    14
    
    
    
    22Cash 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
    
    
    35
    
    
    
    Cash flow used in investing activities
    
    
    
    
    
    
    Cash flow used in financing activities
    
    
    (35
    )
    
    
    Net increase in cash flow from discontinued operations
    
    $
    
    
    
    $
    
  6




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##### Table of Contents



Rockford Corporation and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 September 30, 2007
 1. Basis of Presentation
 Unaudited Interim Financial Information
    Comprehensive Income (Loss)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(In thousands)
    
    
    (In thousands)Net income (loss)
    
    $
    (2,966
    )
    
    $
    91
    
    
    $
    (4,107
    )
    
    $
    194Foreign currency translation adjustments
    
    
    1
    
    
    
    20
    
    
    
    14
    
    
    
    22Total comprehensive income (loss)
    
    $
    (2,965
    )
    
    $
    111
    
    
    $
    (4,093
    )
    
    $
    216
 2. Share-based Compensation
  
 7




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at December 31, 2006
    
    
    1,905,951
    
    
    $
    4.13Granted
    
    
    70,000
    
    
    
    2.45Exercised
    
    
    (5,000
    )
    
    
    2.15Terminated/expired
    
    
    147,487
    
    
    
    3.31Outstanding at September 30, 2007
    
    
    1,823,464
    
    
    
    4.13
    
    
    6.4 years
    
    $
    Exercisable at September 30, 2007
    
    
    1,297,489
    
    
    $
    4.76
    
    
    5.4 years
    
    $
    
  3. Discontinued Operations
 Rockford Home Group.
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2006(In thousands)
    
    
    (In thousands)Revenues
    
    $
    16
    
    
    $
    46Cost of sales
    
    
    63
    
    
    
    201Net loss
    
    $
    (47
    )
    
    $
    (155
    )
 8




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##### Table of Contents



Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 4. Inventories
  December 31,
    
    
    September 30,2006
    
    
    2007(In thousands)Raw materials
    
    $
    4,801
    
    
    $
    4,027Work-in-progress
    
    
    563
    
    
    
    545Finished goods
    
    
    14,248
    
    
    
    10,779$
    19,612
    
    
    $
    15,351
 5. Income (Loss) Per Share
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(In thousands, except per
    
    
    (In thousands, except pershare data)
    
    
    share data)Numerator:Income (loss) from continuing operations
    
    $
    (2,919
    )
    
    $
    91
    
    
    $
    (3,952
    )
    
    $
    194Plus: Income impact of assumed conversion of convertible debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations available to shareholders
    
    
    (2,919
    )
    
    
    91
    
    
    
    (3,952
    )
    
    
    194Loss from discontinued operations
    
    
    (47
    )
    
    
    
    
    
    
    (155
    )
    
    
    Net income (loss) available to shareholders
    
    $
    (2,966
    )
    
    $
    91
    
    
    $
    (4,107
    )
    
    $
    194Denominator:Denominator for basic net income (loss) per share
    
    
    9,388
    
    
    
    9,401
    
    
    
    9,386
    
    
    
    9,400Effect of dilutive securities:Incremental shares from assumed conversion of convertible debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive potential common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Denominator for diluted net income (loss) per share
    
    
    9,388
    
    
    
    9,401
    
    
    
    9,386
    
    
    
    9,434Income (loss) per common share:Income (loss) from continuing operationsBasic
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    (0.42
    )
    
    $
    0.02Diluted
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    (0.42
    )
    
    $
    0.02Loss from discontinued operationsBasic
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.00Diluted
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.00Net income (loss)Basic
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.44
    )
    
    $
    0.02Diluted
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.44
    )
    
    $
    0.02
  9




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
  6. Notes Payable and Long-Term Debt
    7. Disposal Of Assets
 Q-Logic.
 Rockford Electronik Vertriebs GmbH (Rockford Europe).
 10




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Rockford Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)
 8. Special Charges
    Nine months endedSeptember 30, 2007Liability at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Liability atDecember 31,
    
    Reserve
    
    
    
    
    
    Adjustments
    
    September
    30,2006
    
    Recorded
    
    Payments
    
    To Reserve
    
    2007Post Employment Costs:
    
    $
    615
    
    
    $
    1,174
    
    
    $
    (998
    )
    
    $
    (18
    )
    
    $
    773
 9. Income Taxes
    10. Share Repurchase Program
  11




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing
Operations
  Overview
   rd
  
    
    overall softness in the aftermarket channel;
    
    aggressive pricing and promotional activity by competitors in the aftermarket channel;
    
    product lines that did not meet customer expectations for ease of installation and
reliability; and
    
    continuing distribution channel shifts.
  12




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##### Table of Contents



Results of Operations
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2006
    
    2007
    
    2006
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    71.6
    
    
    
    66.4
    
    
    
    70.7
    
    
    
    68.6Gross profit
    
    
    28.4
    
    
    
    33.6
    
    
    
    29.3
    
    
    
    31.4Operating expenses:Sales and marketing
    
    
    17.0
    
    
    
    16.6
    
    
    
    16.3
    
    
    
    14.6General and administrative
    
    
    19.8
    
    
    
    10.9
    
    
    
    13.7
    
    
    
    12.0Research and development
    
    
    3.8
    
    
    
    3.7
    
    
    
    2.9
    
    
    
    3.0Total operating expenses
    
    
    40.6
    
    
    
    31.2
    
    
    
    32.9
    
    
    
    29.6Operating income (loss)
    
    
    (12.2
    )
    
    
    2.4
    
    
    
    (3.6
    )
    
    
    1.8Interest and other expense, net
    
    
    1.6
    
    
    
    1.8
    
    
    
    1.2
    
    
    
    1.5Income (loss) from continuing operations before income tax
    
    
    (13.8
    )
    
    
    0.5
    
    
    
    (4.8
    )
    
    
    0.3Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    (13.8
    )
    
    
    0.5
    
    
    
    (4.8
    )
    
    
    0.3Loss discontinued operations
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    Net income (loss)
    
    
    (14.0
    )%
    
    
    0.5
    %
    
    
    (5.0
    )%
    
    
    0.3
    %
     Geographic Distribution of Sales
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(In thousands)
    
    
    (In thousands)Region:(1)United States
    
    $
    17,319
    
    
    $
    14,990
    
    
    $
    69,362
    
    
    $
    58,097Other Americas
    
    
    2,320
    
    
    
    1,634
    
    
    
    6,649
    
    
    
    5,872Europe
    
    
    913
    
    
    
    1,208
    
    
    
    4,267
    
    
    
    4,856Asia
    
    
    665
    
    
    
    863
    
    
    
    2,535
    
    
    
    2,982Total sales
    
    $
    21,217
    
    
    $
    18,695
    
    
    $
    82,813
    
    
    $
    71,807
 
 (1)
    
    Sales are attributed to geographic regions based on the location of customers. No single
foreign country accounted for greater than 10% of sales. 13




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In the following discussion, certain increases or decreases may differ due to rounding
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
 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 Expense.
 14




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Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
 Net Sales
  Gross Profit
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Research and Development Expenses
 Operating Income (loss)
 Interest and Other Expense, Net
 15




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##### Table of Contents



Income Tax Expense.
 Liquidity and Capital Resources
        
    
    Rockford had no cash and cash equivalents at September 30, 2007 and December 31, 2006.
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 $18.8 million at September 30, 2007 compared to
$19.2 million at December 31, 2006. The decrease in accounts receivable balances is
primarily due to the decrease in net sales in the third quarter of 2007 compared to the
fourth quarter of 2006.
 16




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##### Table of Contents




    
    Rockfords inventory position decreased from $19.6 million at the end of 2006 to $15.4
million at September 30, 2007. This inventory decrease was primarily due to improved
inventory turns and the reduction of end of life inventory during the first nine months of
2007.
    
    Accounts payable decreased $1.7 million, from $7.1 million at December 31, 2006 to $5.4
million at September 30, 2007. This decrease was primarily due to the reductions in
inventory.
 Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a
Subjective Acceleration Clause and a Lock-Box Arrangement
   Contractual Obligations
  Critical Accounting Policies and Estimates
 Income Taxes.
    17




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##### Table of Contents



Inflation
  18




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##### 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
  19




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##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits and Reports on Form 8-K
  ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws,
as amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the
rights of the holders of Common Stock.31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for William R. Jackson.31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 +
    
    Previously filed with Rockfords 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 Rockfords Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000.  
    
    August 1, 2007 Report disclosing on Item 9 that Rockford had issued a news release
regarding Rockfords results of operations for the quarter ended June 30, 2007. This report
furnished a copy of the press release under Item 9 of Form 8-K.
    
    September 7, 2007 Report disclosing on Item 9 that Rockford had issued a news release
regarding Rockfords stock repurchase program. This report furnished a copy of the press
release under Item 9 of Form 8-K.
 20




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##### Table of Contents



SIGNATURES
  ROCKFORD CORPORATIONDate: October 30, 2007
    By:
    /s/ Richard G. VasekRichard G. VasekVice President of Finance,
Chief Financial Officer and Secretary
(Principal Financial Officer and Duly Authorized Officer) 21




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document3.1
    
    Articles of Incorporation+3.2
    
    Restated Bylaws as amended through July 27, 2000++3.3
    
    Amendment to Articles of Incorporation filed on January 12, 1988+3.4
    
    Amendment to Articles of Incorporation filed on May 12, 1999+3.5
    
    Amendment to Articles of Incorporation filed on May 17, 1999+3.7
    
    Amendment to Articles of Incorporation filed on July 1, 1999+4.1
    
    Specimen Common Stock Certificate+4.2
    
    Reference is made to the Articles of Incorporation, as amended, and the Restated Bylaws, as
amended, filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description of the rights
of the holders of Common Stock.31.1
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for William R. Jackson.31.2
    
    Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 for Richard G. Vasek.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 +
    
    Previously filed with Rockfords 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 Rockfords Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000. 22