Exhibit 99.1

RISK FACTORS

THAT MAY AFFECT ROCKFORDS


OPERATING RESULTS, BUSINESS PROSPECTS


AND


STOCK PRICE


Before you buy or sell our stock, you should be aware that
there are risks, including those described below and others we
have not anticipated or discussed. You should consider carefully
these and other risk factors, together with all of the other
information included in our filings with the SEC and our
periodic press releases, before you decide to buy or sell shares
of our common stock.

As you consider these Risk Factors, we also call your
attention to our statements about Forward Looking Statements and
Risk Factors at Part I of our Annual Report on Form 10-K
filed with the SEC.

We are filing these risk factors and cautionary statements
under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 in order to identify
some of the factors that could cause our actual results to
differ materially from those described in our forward-looking
statements.

The car audio industry changes often and our products may not
satisfy shifting consumer demand or compete successfully with
competitors products.

Our business is based on the demand for car audio products and
our ability to introduce distinctive new products that
anticipate changing consumer demands and capitalize upon
emerging technologies. If we fail to introduce new products,
misinterpret consumer preferences or fail to respond to changes
in the marketplace, consumer demand for our products could
decrease and our brand image could suffer. In addition, our
competitors may introduce superior designs or business
strategies, undermining our distinctive image and our
products desirability. If they occur, these events could
cause our sales to decline.

We may lose market share and erode our brand image as we
change distribution channels for our car audio products.

We must successfully capitalize on new distribution strategies.
We have historically distributed our products primarily through
specialty dealers who sold only car audio products. We believe
other product distribution channels, including audio/video
retailers and large consumer electronics retailers, have
captured significant market share in recent years. We are
seeking to increase distribution of our products through these
growing distribution channels.

We have also recently announced the distribution of a limited
number of our products as standard or optional products on four
Nissan vehicles. Other car audio manufacturers have undertaken
sales of factory car audio products and have lost
some sales in the car audio aftermarket because specialty
dealers reduced their sales of the brand when new car dealers
offered it. We have undertaken very limited factory sales and
will take other measures to avoid a reduction in our aftermarket
sales, but cannot be sure that our strategy will succeed.

These changes in distribution channels and strategies create
significant risks that:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We may alienate our specialty dealer base. Some specialty
	dealers may react to our new strategies by reducing their
	purchases or even replacing our products with competing product
	lines. Reduced specialty dealer loyalty could reduce our market
	share because specialty dealers continue to hold a large share
	of the market and contribute substantially to our brand image
	among our core consumers; and
|
| |  | Our brand image may erode. Selling in less-specialized
	distribution channels or through car dealers may erode our brand
	image, which could decrease our product prices and profit
	margins.                                                                                                                                                                                                                       

Our inability to manage our new distribution channels in a way
that mitigates these risks may reduce our sales and
profitability.

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Any decrease in demand for our amplifiers or speakers could
significantly decrease our sales.

A significant portion of our future revenue depends upon sales
of our amplifier and speaker products. These two product lines
collectively accounted for approximately 82% of our sales in
1998, 79% in 1999 and 80% in 2000. If sales of either of these
two product lines decline our results of operations would be
adversely affected.

The loss of Best Buy as a customer or significant reductions
in its purchases of our products would reduce our sales.

Best Buy is a significant customer, accounting for 16.7% of our
sales for 2000. We anticipate that Best Buy will continue to
account for a significant portion of our sales for the
foreseeable future, but Best Buy is not obligated to any
long-term purchases of our products. It has considerable
discretion to reduce, change or terminate its purchases of our
products. We cannot be certain that we will retain Best Buy as a
customer or maintain a relationship as favorable as currently
exists.

We may lose market share if we are unable to compete
successfully against our current and future competitors.

Competition could result in reduced margins on our products and
loss of market share. Our markets are very competitive, highly
fragmented, rapidly changing and characterized by price
competition and, in the car audio market, rapid product
obsolescence. Our principal car audio competitors include
Alpine, Clarion, Fujitsu Eclipse, JL Audio, Kenwood, Kicker,
MTX, Orion, Phoenix Gold, Pioneer, Precision Power and Sony. We
also compete indirectly with automobile manufacturers, who may
improve the quality of original equipment sound systems,
reducing demand for our aftermarket car audio products, or
change the designs of their cars to make installation of our
products more difficult or expensive.

Some of our competitors have greater financial, technical and
other resources than we do and many seek to lower prices on
competing products. To remain competitive, we believe we must
regularly introduce new products, add performance features to
existing products and limit increases in prices or even reduce
them.

If we do not continue to develop, introduce and achieve
market acceptance of new and enhanced products, our sales may
decrease.

In order to increase sales in current markets and gain footholds
in new markets, we must maintain and improve existing products,
while successfully developing and introducing new products. Our
new and enhanced products must respond to technological
developments and changing consumer preferences.

We may experience difficulties that delay or prevent the
development, introduction or market acceptance of new or
enhanced products. Furthermore, despite extensive testing, we
may be unable to detect and correct defects in our products
before we ship them to our customers. This may result in loss of
sales or delays in market acceptance.

Even after we introduce them, our new or enhanced products may
not satisfy consumer preferences and product failures may cause
consumers to reject our products. As a result, these products
may not achieve market acceptance. In addition, our
competitors new products and product enhancements may
cause consumers to defer or forego purchases of our products.

Seasonality of car audio sales causes our quarterly sales to
fluctuate and may affect the trading price of our stock.

Our sales are generally greater during the second and third
quarters of each calendar year and lower during the first and
fourth quarters, with our lowest sales typically occurring
during the fourth quarter. As a result, after the announcement
of our results of operations for the first and fourth quarters,
our stock price may be lower than at other times of the year. We
experience this seasonality because consumers tend to buy car
audio products during the spring and summer when students are on
semester breaks and generally more favorable weather facilitates
installation of our products.

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Our quarterly financial results may fluctuate significantly,
making financial forecasting difficult and making our stock
price volatile.

Our quarterly results of operations are difficult to predict and
may fluctuate significantly from quarter to quarter. In some
quarters, our operating results may fall below the expectations
of public market analysts and investors. Our quarterly operating
results are difficult to forecast for many reasons, some of
which are outside of our 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;                                             
|
| |  | Our ability to develop new products and product enhancements
	that respond to changes in technology and consumer preferences
	while controlling costs;
|
| |  | Weather conditions, which affect our consumers ability to
	install our products;                                                                     
|
| |  | Capacity and supply constraints or difficulties; and                                                                                                  
|
| |  | Timing of our marketing programs and those of our competitors.                                                                                        

As a result, you should not rely on historical results as an
indication of our future performance. In addition, some of our
expenses are fixed and cannot be reduced in the short term.
Accordingly, if sales do not meet our expectations, our results
of operations are likely to be negatively and disproportionately
affected. In this event, our stock price may fall dramatically.

A decline in discretionary spending likely would reduce our
sales.

Because car audio sales are highly discretionary, a recession in
the general economy or a general decline in consumer spending
likely would have a material adverse effect on our sales.
Consumer spending is volatile and is affected by certain
economic conditions, such as:



| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | General business conditions;                                                                                                                                           
|
| |  | Employment levels, especially among our 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.                                                                                                                                                

If we fail to execute our growth strategy successfully, our
financial condition could be seriously harmed.

Our growth has placed, and our anticipated future growth will
continue to place, a significant strain on our resources and
capacity. To manage our growth, we must:



| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | Retain and hire skilled, competent employees;                                                                                  
|
| |  | Continue to improve coordination among our technical, product
	development, manufacturing, sales and financial departments; and
|
| |  | Maintain our financial, operational and managerial systems and
	controls.                                                      

We cannot be certain that we will achieve our objectives through
internal growth, acquisitions or other means. Acquisitions carry
significant risks, since negotiations of potential acquisitions
and their subsequent integration could divert managements
time and resources from our core business. Potential
acquisitions could require us to issue dilutive equity
securities, incur debt or contingent liabilities, amortize
goodwill and other intangible expenses or incur other
acquisition-related costs. Further, we may be unable to
integrate successfully any acquisition and we may not obtain the
intended benefits of that acquisition.

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If we fail to manage our inventory effectively, we could
incur additional costs or lose sales.

Our dealers have many brands to choose from when they decide to
order products. If we cannot deliver products quickly and
reliably, they will order from a competitor. We must stock
enough inventory to fill orders promptly, which increases our
financing requirements and the risk of inventory obsolescence.
Because competition has forced us to shorten our product life
cycles and more rapidly introduce new and enhanced products,
there is a significant risk that our inventory could become
obsolete.

Our international operations could be harmed by factors
including political instability, currency exchange rates and
changes in regulations that govern international
transactions.

The risks inherent in international trade may reduce our
international sales and harm our business and the businesses of
our 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 of our
products compared to those manufactured in other countries,
reducing the demand for our products. Beginning in the last six
months of 1997 and continuing into 1999, countries in Asia and
Latin America experienced unstable local economies and
significant devaluations of local currencies. Even though we
have seen slight recoveries in early 2000, these or similar
instabilities could have a material adverse effect on our
business, financial condition and results of operations. Our
sales in Asia and Latin America, collectively, constituted 8.0%
of our sales for 2000, an increase from 5.9% of our sales for
1999.

Loss of an international distributor may disrupt our
sales.

International customers accounted for 16.1% of our sales in
2000. For sales in most countries we rely on distributors, each
of whom is responsible for one or more countries, to purchase
and resell our products in their territories. When we have
disputes with a distributor, or change our relationship with a
distributor, we may disrupt the market for our products in that
country and lose sales. If we change a relationship with a
distributor, we may repurchase that distributors
inventory, which would reduce our sales.

We may incur additional costs as we change to a one-step
distribution system in international markets.

Recently, we initiated a strategy for our Rockford Fosgate
products of moving to a one-step distribution system in larger
international markets by converting selected distributors into
independent sales representatives. This change allows us to sell
directly to retailers in the converted countries, removing one
or more steps from the distribution chain and allowing us to
reduce prices to consumers.

When we extend this one-step strategy into a new country, we
incur higher operating expenses than under our current
distribution system because we take direct responsibility for
costs such as sales commissions, warranty costs, bad debt and
customer service expenses. We also have higher working capital
requirements and risks than under our current distributor system
because we, rather than our distributors, have to carry

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Currency fluctuations may reduce the profitability of our
foreign sales.

We currently make sales to Canada, Europe and Japan in the
respective local currencies. An increasing portion of our
international sales likely will be denominated in currencies
other than U.S. dollars, increasing our exposure to gains and
losses on foreign currency transactions. We currently do not
trade in derivatives or other financial instruments to reduce
currency risks; however we attempt to create natural
hedges when possible by matching our assets and liabilities in a
given currency. We may be unable to execute this strategy and it
may not protect us in the event of substantial currency
fluctuations. We may in the future try to limit our foreign
currency exposure by engaging in more aggressive hedging
strategies, but we have not yet undertaken these strategies.

If our supply of components is interrupted, we may be unable
to deliver our products to our customers.

Our manufacturing processes are dependent on
just-in-time suppliers who are globally sourced. The
just-in-time process does not provide a backlog of components
and materials to satisfy short lead-time orders, to compensate
for potential halts in supply or to replace components that do
not conform to our quality standards. We also do not have any
long-term price commitments from our suppliers and any cost
increases may reduce our margins or require us to raise our
prices to protect our margins. We cannot be certain that we
could locate, within reasonable time frames, alternative sources
of components and materials at similar prices and quality levels
of our current suppliers. This failure could result in increased
costs, delays to our manufacturing process, an inability to fill
purchase orders on a timely basis and a decrease in product
availability at the retail level. This could cause us to lose
sales and damage our customer relationships.

Starting in 1999, Hyundai Electronics, a large Korean company,
began supplying us with all the source units we resell under the
Rockford Fosgate brand name. If Hyundai refuses or is unable to
supply source units that meet our quality standards and
specified quantities, we would require a substantial amount of
time to identify and begin receiving source units with
acceptable features and quality from another supplier. During
the interim, we would not have any supply of source units and
our sales of source units would be significantly reduced.

We relied on Avnet, Inc. for approximately 14.5% of our
inventory purchases during 2000. If Avnet refuses or is unable
to continue to supply us, we would require substantial time to
identify an alternative supplier and could face a shortage of
electronic components and parts.

We may be unable to retain and attract key employees, which
could impair our business.

We operate in highly competitive employment markets and cannot
guarantee our continued success in retaining and attracting the
employees we need to develop, manufacture and market our
products and manage our operations. Our business strategy and
operations depend, to a large extent, on our senior management
team, particularly Gary Suttle, our President and Chief
Executive Officer. We have key-person life insurance on
Mr. Suttle and five other executive officers. Other than
Mr. Suttle, we do not have employment contracts with any of
our key employees. The terms of Mr. Suttles
employment contract are limited and if Mr. Suttle or other
key members of our management team are unable or unwilling to
continue in their present positions, our ability to develop,
introduce and sell our products could be negatively impacted.

If we are unable to enforce or defend our ownership and use
of our intellectual property, our business may decline.

Our future success will depend, in substantial part, on our
intellectual property. We seek to protect our intellectual
property rights, but our actions may not adequately protect the
rights covered by our patents, patent applications, trademarks
and other proprietary rights, and prosecution of our claims
could be time consuming and costly. In addition, the
intellectual property laws of some foreign countries do not
protect our proprietary rights as do the laws of the U.S.
Despite our efforts to protect our proprietary information, third

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From time to time, third parties have alleged that we infringe
their proprietary rights. These claims or similar future claims
could subject us to significant liability for damages, result in
the invalidation of our proprietary rights, limit our ability to
use infringing intellectual property or force us to license
third-party technology rather than dispute the merits of any
infringement claim. Even if we prevail, any associated
litigation could be time consuming and expensive and could
result in the diversion of our time and resources.

Our executive officers and directors retain control of us,
which may limit the liquidity and market price of our common
stock.

Mr. Suttle, our officers and directors, and various
shareholders affiliated with or related to two of our directors,
Nicholas G. Bartol and Timothy C. Bartol, collectively held
51.7% of our outstanding shares at March 1, 2001. These
shareholders, if they act together, are able to control the
outcome of matters submitted for shareholder action, including
the election of a majority of our board of directors and the
approval of significant corporate transactions. Consequently,
these shareholders effectively control our management and
affairs, which may limit the liquidity of our shares, discourage
acquisition bids for Rockford and limit the price some investors
might be willing to pay for our shares.

Many of our unregistered shares are available for resale
without significant restrictions. Their sale or potential sale
may reduce our stock price.

We have been operating as a privately held company for a
relatively long period and have issued a large number of shares
of our common stock to individuals who are not affiliated with
us. We have a large number of shares of common stock outstanding
and available for resale. The market price of our common stock
could decline as a result of sales of a large number of shares
in the market or the perception that those sales could occur.

Our anti-takeover provisions could affect the value of our
stock.

Our articles of incorporation and bylaws and Arizona law contain
provisions that could discourage potential acquirers. For
example, our board of directors may issue additional shares of
common stock to an investor that supports the incumbent
directors in order to make a takeover more difficult. This could
deprive our shareholders of opportunities to sell our stock at
above-market prices typical in many acquisitions.

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