**Exhibit 99.9****RISK FACTORS THAT MAY AFFECT ROCKFORD’S OPERATINGRESULTS, BUSINESS PROSPECTS AND STOCK PRICE**     *Before you buy or sell Rockford stock, you should be awarethat there are risks, including those described below and othersRockford has not anticipated or discussed. You should considercarefully these and other risk factors, together with all of theother information included in Rockford’s filings with theSEC and Rockford’s periodic press releases, before youdecide to buy or sell shares of Rockford’s common stock.*     *As you consider these risk factors, Rockford also calls yourattention to Rockford’s statements about Forward LookingStatements and Risk Factors before Part I ofRockford’s Annual Report on Form 10-K filed with theSEC.*     *Rockford is filing these risk factors and cautionarystatements under the “safe harbor” provisions of thePrivate Securities Litigation Reform Act of 1995 in order toidentify some of the factors that could cause Rockford’sactual results to differ materially from those described inRockford’s forward-looking statements.***Rockford’s products may not satisfy shifting consumerdemand or compete successfully with competitors’products.**     Rockford’s business is based primarily on the demand formobile audio products. Rockford’s business is also based onits ability to introduce distinctive new products thatanticipate changing consumer demands and capitalize uponemerging technologies. If Rockford fails to introduce newproducts, misinterprets consumer preferences or fails to respondto changes in the marketplace, consumer demand for its productscould decrease and its brands’ image could suffer. Inaddition, Rockford’s competitors may introduce superiordesigns or business strategies, undermining Rockford’sdistinctive image and its products’ desirability. If any ofthese events occur, they could cause Rockford’s sales todecline.**Rockford may lose market share and its brand image may erodeas Rockford changes distribution channels for its mobile audioproducts.**     Rockford must successfully capitalize on new distributionstrategies. Rockford has historically distributedRockford’s products primarily through specialty dealers whosold only mobile audio products and through audio/videoretailers. Rockford believes other distribution channels,including consumer electronics retailers, such as Best Buy, andmass merchandisers, such as Wal-Mart, have captured significantmarket share in recent years. Rockford is seeking to increasedistribution of Rockford’s products through these growingdistribution channels, particularly by expanding sales of itslower priced Lightning Audio brand.     Rockford also sells a limited number of its products as standardor optional OEM systems on Nissan vehicle models and is workingto expand its OEM sales. Other mobile audio manufacturers haveundertaken sales of “factory” mobile audio productsand have lost some sales in the mobile audio aftermarket becausespecialty dealers reduced their sales of the brand when new cardealers offered it.     These changes in distribution channels and strategies createsignificant risks that: • *Rockford may alienate its specialty dealer base.* Some    specialty dealers or audio/video retailers may react to    Rockford’s new strategies by reducing their purchases or    even replacing Rockford’s products with competing product    lines. Reduced specialty dealer or audio/video retailer loyalty    could reduce Rockford’s market share because specialty    dealers and audio/video retailers continue to hold a large share    of the market and contribute substantially to Rockford’s    brand image among its core consumers; and  • *Rockford’s brand image may erode.* Selling in    less-specialized distribution channels or through car dealers    may erode Rockford’s brand image, which could decrease    Rockford’s product prices and profit margins.     Rockford’s inability to manage Rockford’s newdistribution channels in a way that mitigates these risks mayreduce its sales and profitability.

 
**Rockford’s internal control deficiencies could result ina reduction in its stock price.**     Rockford has concluded that its disclosure controls andprocedures were deficient and not able to ensure that theinformation required to be disclosed in its Annual Reports wasaccurate and was recorded, processed, summarized and reportedwithin the requisite time periods. Deficiencies resulted fromsubstantial management and staff turnover, particularly in thegeneral accounting and finance areas, during the fourth quarterof 2004 and first quarter of 2005, resulting in a loss ofrequired operations and process knowledge. If Rockford is notable to take the corrective actions planned to eliminate thesematerial weaknesses, it may not be able to comply with itsreporting obligations and its inability could reduce the marketprice of its stock.**Any decrease in demand for Rockford amplifiers or speakerscould significantly decrease sales.**     A significant portion of Rockford’s future revenue dependsupon sales of Rockford’s amplifier and speaker products.These two product lines collectively accounted for approximately79% of Rockford’s sales in 2004, 79% of Rockford’ssales in 2003 and 75% of Rockford’s sales in 2002. If salesof either of these two product types decline, results ofoperations could be adversely affected.**The loss of Best Buy as a customer or significant reductionsin its purchases of Rockford’s products would reducesales.**     Best Buy is a significant customer, accounting for 28% ofRockford’s sales in 2004, 27% of Rockford’s sales in2003 and 22% of Rockford’s sales in 2002. Rockfordanticipates that Best Buy will continue to account for asignificant portion of Rockford’s sales for the foreseeablefuture, but Best Buy is not obligated to any long-termpurchases. It has considerable discretion to reduce, change orterminate its purchases of Rockford’s products. Rockfordcannot be certain that it will retain Best Buy as a customer ormaintain a relationship as favorable as currently exists.**Rockford may lose market share if it is unable to competesuccessfully against current and future competitors.**     Competition could result in reduced margins on Rockford’sproducts and loss of market share. Rockford’s primarymarkets are very competitive, fragmented, rapidly changing andcharacterized by price competition and rapid productobsolescence. Rockford’s principal mobile audio competitorsinclude Alpine, Boston Acoustics, Fujitsu Eclipse, Infinity,Jensen, JL Audio, Kenwood, Kicker, Monster Cable, MTX, PhoenixGold, Pioneer, Sony and Stinger. Rockford also competesindirectly with automobile manufacturers who continue to improvethe quality of original equipment sound systems and connectthose systems to other electronic features in their vehicles,potentially reducing demand for aftermarket mobile audioproducts. They may also change the designs of their cars in waysthat make installation of Rockford’s products moredifficult or expensive.     Some of Rockford’s competitors have greater financial,technical and other resources than Rockford does. Some mayreduce prices on competing products. To remain competitive,Rockford believes that it must regularly introduce new products,add performance features to existing products and limitincreases in prices or even reduce them. Rockford’sinability to do so in a timely manner could reduce sales andprofitability.**If Rockford does not continue to develop, introduce andachieve market acceptance of new and enhanced products, salesmay decrease.**     In order to increase sales in current markets and gain footholdsin new markets, Rockford must maintain and improve existingproducts, while successfully developing and introducing newproducts. Rockford’s new and enhanced products must respondto technological developments and changing consumer preferences.     Rockford may experience difficulties that delay or prevent thedevelopment, introduction or market acceptance of new orenhanced products. Furthermore, despite extensive testing,Rockford may be unable to detect and correct defects in productsbefore it ships them to customers. This may result in loss ofsales or delays in market acceptance. Rockford incurredsubstantial costs and lost sales during the first half of 2004because of delays in the development of its new line of RockfordFosgate products.

 
     Even after Rockford introduces them, new or enhanced productsmay not satisfy consumer preferences and product failures maycause consumers to reject the new products. As a result, theseproducts may not achieve market acceptance. In addition,competitors’ new products and product enhancements maycause consumers to defer or forego purchases of Rockford’sproducts.**Seasonality of mobile audio sales causes Rockford’squarterly sales to fluctuate and may affect the trading price ofits stock.**     Rockford’s sales are generally greater during the first andsecond quarters of each calendar year and lower during the thirdand fourth quarters, with its lowest sales typically occurringduring the fourth quarter. As a result, after the announcementof Rockford’s results of operations for the third andfourth quarters, Rockford’s stock price may be lower thanat other times of the year. Rockford experiences thisseasonality because consumers tend to buy mobile audio productsduring the spring and summer when students are on semesterbreaks and generally more favorable weather facilitatesinstallation of Rockford’s products.**Rockford’s quarterly financial results may fluctuatesignificantly, making financial forecasting difficult and makingRockford’s stock price volatile.**     Rockford’s quarterly results of operations are difficult topredict and may fluctuate significantly from quarter to quarter.In some quarters, operating results may fall below theexpectations of public market analysts and investors.Rockford’s quarterly operating results are difficult toforecast for many reasons, some of which are outside ofRockford’s control, including: •     The level of product, price and dealer competition;  •     Size and timing of product orders and shipments, particularly by    significant customers such as Best Buy and Wal-Mart;  •     Rockford’s ability to develop new products and product    enhancements that respond to changes in technology and consumer    preferences while controlling costs;  •     Weather conditions, which affect consumers’ willingness to    install products;  •     Capacity and supply constraints or difficulties; and  •     Timing of Rockford’s marketing programs and those of its    competitors.     As a result, you should not rely on historical results as anindication of Rockford’s future performance. In addition,some of Rockford’s expenses are fixed and cannot be reducedin the short term. Accordingly, if sales do not meetexpectations, the results of operations are likely to benegatively and disproportionately affected. In this event,Rockford’s stock price may fall dramatically.**A decline in discretionary spending likely would reduceRockford’s sales.**     Because mobile audio sales are highly discretionary, a recessionin the general economy or a general decline in consumer spendingis likely to have a material adverse effect on Rockford’ssales.     Aftermarket mobile audio sales declined significantly during2003 and soft sales continued during 2004 in part because of theuncertain economy and difficult employment environment faced byRockford’s core consumers. Consumer spending is volatileand is affected by certain economic conditions, such as: •     General business conditions;  •     Employment levels, especially among Rockford’s core    consumers (who tend to be less experienced workers and are    particularly subject to layoff if employment levels decline);  •     Consumer confidence in future economic conditions; and  •     Interest and tax rates.     The mobile audio market in the U.S. has suffered from adecline in overall sales since 2000, which has made it difficultfor Rockford and for competitors to maintain sales. AlthoughRockford believes that the

 
market has begun to stabilize, the market for mobile audioproducts is unpredictable and Rockford is not able to predictprecisely when this difficult period will end.**If Rockford fails to execute its strategy successfully, itsfinancial condition could be seriously harmed.**     Rockford’s financial performance has placed a significantstrain on its resources and capacity. To manage Rockford’sbusiness, Rockford must: •     Retain and hire skilled, competent employees;  •     Improve coordination among Rockford’s technical, product    development, manufacturing, sales and financial    departments; and  •     Maintain Rockford’s financial, operational and managerial    systems and controls.**Rockford relies upon debt financing for a substantial part ofits working capital; defaults on its debt or the unavailabilityof additional financing could make it impossible to carry outRockford’s business as currently structured.**     As at December 31, 2004, Rockford had $15.5 million inoutstanding debt under its senior credit facility and$12.5 million of notes outstanding. Rockford is dependenton its senior credit facility and other financing given theworking capital requirements of its business. If Rockford’sfinancial performance fails to improve, or if other developmentsmake financing unavailable on an economic basis, Rockford mightnot be able to continue its operations as they are currentlystructured. A further restructuring would likely have asignificant negative impact on operations, financialperformance, and stock price.**If Rockford fails to manage its inventory effectively,Rockford could incur additional costs or lose sales.**     Rockford dealers have many brands to choose from when theydecide to order products. If Rockford cannot deliver productsquickly and reliably, dealers will order from a competitor.Rockford must stock enough inventory to fill orders promptly,which increases Rockford’s financing requirements and therisk of inventory obsolescence. Because competition has forcedRockford to shorten its product life cycles and more rapidlyintroduce new and enhanced products, while simultaneouslysourcing more product overseas and carrying larger inventories,there is a significant risk that Rockford’s inventory couldbecome obsolete.**Rockford’s international operations could be harmed byfactors including political instability, currency exchange ratesand changes in regulations that govern internationaltransactions.**     The risks inherent in international trade may reduceRockford’s international sales and harm Rockford’sbusiness and the businesses of its distributors and suppliers.These risks include: •     Changes in tariff regulations;  •     Political instability, war, terrorism and other political risks;  •     Foreign currency exchange rate fluctuations;  •     Establishing and maintaining relationships with local    distributors and dealers;  •     Lengthy shipping times and accounts receivable payment cycles;  •     Import and export licensing requirements;  •     Compliance with a variety of foreign laws and regulations,    including unexpected changes in taxation and regulatory    requirements;  •     Greater difficulty in safeguarding intellectual property than in    the U.S.; and  •     Difficulty in staffing and managing geographically dispersed    operations.     These and other risks may increase the relative price ofRockford’s products compared to those manufactured in othercountries, reducing the demand for its products.

 
**Loss of an international distributor may disruptRockford’s sales.**     International customers accounted for 17.0% of Rockford’ssales in 2004. For sales in most countries Rockford relies ondistributors, each of whom is responsible for one or morecountries, to purchase and resell Rockford’s products intheir territories. When Rockford has disputes with adistributor, or changes its relationship with a distributor, itmay disrupt the market for Rockford’s products in thatcountry and reduce sales. If Rockford changes a relationshipwith a distributor, Rockford may repurchase thatdistributor’s inventory, which would also reduceRockford’s sales.**Rockford may incur additional costs to operate a one-stepdistribution system in larger international markets.**     Rockford has implemented a strategy of moving to a one-stepdistribution system in selected larger international markets byconverting selected distributors into independent salesrepresentatives. This change allows Rockford to sell directly toretailers in the converted countries, removing one or more stepsfrom the distribution chain and allowing Rockford to reduceprices to consumers.     When Rockford extends this one-step strategy into a new country,Rockford incurs higher operating expenses than under anindependent distributor based system because it takes directresponsibility for costs such as sales commissions, warrantycosts, bad debt and customer service expenses. Rockford also hashigher working capital requirements and risks than under itsindependent distributor system because Rockford, rather than itsdistributors, has to carry inventory and accounts receivable. IfRockford fails to manage the change well, the increased costscan be greater than Rockford’s savings and Rockford canlose money because of the change.**Currency fluctuations may reduce the profitability ofRockford’s foreign sales.**     Rockford currently makes sales to Canadian, European andJapanese dealers and distributors in their respectivecurrencies. An increasing portion of Rockford’sinternational sales likely will be denominated in currenciesother than U.S. dollars, increasing Rockford’sexposure to gains and losses on foreign currency transactions.Rockford does not trade in derivatives or other financialinstruments to reduce currency risks. In some instances thiswill subject Rockford’s earnings to fluctuations becauseRockford is not protected against substantial currencyfluctuations.**If Rockford’s supply of finished goods or components areinterrupted, it may be unable to deliver its products to itscustomers.**     Rockford’s supply chain is dependent on suppliers who areglobally sourced. The supply process does not provide a backlogof components and materials to satisfy short lead-time orders,to compensate for potential halts in supply or to replacecomponents that do not conform to quality standards. Rockfordalso does not have any long-term price commitments from itssuppliers and any cost increases may reduce Rockford’smargins or require Rockford to raise its prices to protectmargins. Rockford cannot be certain that it could locate, withinreasonable time frames, alternative sources of finished goodsand components at similar prices and quality levels. Thisfailure could result in increased costs, delays to itsmanufacturing process, an inability to fill purchase orders on atimely basis and a decrease in product availability at theretail level. This could cause Rockford to lose sales and damageRockford’s customer relationships.     Rockford relied on Edge International, Audio Art InternationalLtd., and Avnet for approximately 13%, 12%, and 8% respectively,of its inventory purchases during 2004. If any supplier refusesor is unable to continue to supply Rockford, it would requiresubstantial time to identify an alternative supplier and couldcreate a shortage of finished goods and electronic componentsand parts.**Rockford may be unable to retain and attract key employees,which could impair Rockford’s business.**     Rockford operates in highly competitive employment markets andcannot guarantee its continued success in retaining andattracting the employees it needs to develop, manufacture andmarket its products and manage its operations. Rockford’sbusiness strategy and operations depend, to a large extent, onRockford’s senior management team, particularly GarySuttle, Rockford’s President and Chief Executive Officer.

 
Rockford has key-person life insurance on Mr. Suttle andthree other executive officers. Rockford does not haveemployment contracts with any of its key employees. IfMr. Suttle or other key members of Rockford’smanagement team are unable or unwilling to continue in theirpresent positions, Rockford’s ability to develop, introduceand sell Rockford’s products could be negatively impacted.Turnover of employees late in 2004 and early in 2005 interferedwith Rockford’s ability to prepare this Annual Report andcontributed to a material weakness in Rockford’s controlsand procedures.**If Rockford is unable to enforce or defend its ownership anduse of intellectual property, Rockford’s business maydecline.**     Rockford’s future success will depend, in substantial part,on Rockford’s intellectual property. Rockford seeks toprotect its intellectual property rights, but its actions maynot adequately protect the rights covered by patents, patentapplications, trademarks and other proprietary rights.Prosecution of Rockford’s claims could be time consumingand costly. In addition, the intellectual property laws of someforeign countries do not protect Rockford’s proprietaryrights as do the laws of the U.S. Despite Rockford’sefforts to protect its proprietary information, third partiesmay obtain, disclose or use proprietary information withoutauthorization, which could adversely affect Rockford’sbusiness.     From time to time, third parties have alleged that Rockfordinfringes their proprietary rights. These claims or similarfuture claims could subject Rockford to significant liabilityfor damages, result in the invalidation of its proprietaryrights, limit its ability to use infringing intellectualproperty or force Rockford to license third-party technologyrather than dispute the merits of an infringement claim. Even ifRockford prevails, any associated litigation could be timeconsuming and expensive and could result in the diversion ofRockford’s time and resources.**Rockford’s executive officers and directors retainsubstantial control of Rockford, which may limit the liquidityand market price of its common stock.**     Mr. Suttle, Rockford’s officers and directors, andvarious shareholders affiliated with or related to two ofRockford’s directors, Nicholas G. Bartol and Timothy C.Bartol, collectively held approximately 41% of Rockford’soutstanding shares at March 1, 2005. These shareholders, ifthey act together, are able as a practical matter to control theoutcome of matters submitted for shareholder action, includingthe election of a majority of Rockford’s board of directorsand the approval of significant corporate transactions.Consequently, these shareholders effectively controlRockford’s management and affairs, which may limit theliquidity of its shares, discourage acquisition bids forRockford and limit the price some investors might be willing topay for Rockford’s shares.**Many of Rockford’s unregistered shares are available forresale without significant restrictions. Their sale or potentialsale may reduce Rockford’s stock price.**     Rockford operated as a privately held company for a relativelylong period and has issued a large number of shares and warrantsto purchase Rockford’s common stock to unaffiliatedpersons. Rockford has a large number of shares of common stockoutstanding and available for resale. The market price ofRockford’s common stock could decline as a result of salesof a large number of shares in the market or the perception thatthose sales could occur.**Rockford’s anti-takeover provisions could affect thevalue of Rockford’s stock.**     Rockford’s articles of incorporation and bylaws and Arizonalaw contain provisions that could discourage potentialacquirers. For example, Rockford’s board of directors mayissue additional shares of common stock to an investor thatsupports the incumbent directors in order to make a takeovermore difficult. This could deprive Rockford’s shareholdersof opportunities to sell its stock at above-market pricestypical in many acquisitions.