EXHIBIT 99.9

                                  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.

OUR PRODUCTS MAY NOT SATISFY  SHIFTING  CONSUMER DEMAND OR COMPETE  SUCCESSFULLY
WITH COMPETITORS' PRODUCTS.

     Our business is based on the demand for mobile audio  products  (primarily)
and for professional and home theater audio products (secondarily). Our business
is also  based  on 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 brands' image could suffer.  In addition,  our  competitors may
introduce superior designs or business  strategies,  undermining our distinctive
image and our products'  desirability.  If any of these events occur, they could
cause our sales to decline.

WE MAY LOSE  MARKET  SHARE AND ERODE OUR BRAND  IMAGE AS WE CHANGE  DISTRIBUTION
CHANNELS FOR OUR MOBILE AUDIO PRODUCTS.

     We must  successfully  capitalize on new distribution  strategies.  We have
historically  distributed our products  primarily  through specialty dealers who
sold only mobile 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 also sell a limited  number of our  products as standard or optional OEM
systems on three Nissan vehicle models.  Other mobile audio  manufacturers  have
undertaken  sales of "factory" mobile audio products and have lost some sales in
the mobile 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  69% of our sales in 2002,  74% in 2001,  and 79% in 2000. If
sales of either of these two product  lines  decline  our results of  operations
could 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 21.1% of our sales in
2002,  16.3%  in 2001,  and  16.7% in 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 mobile audio and
home theater  markets,  rapid product  obsolescence.  Our principal mobile audio
competitors include Alpine, Boston Acoustics, Fujitsu Eclipse, Infinity, Jensen,
JL Audio, Kenwood,  Kicker,  Monster Cable, MTX, Phoenix Gold, Pioneer, Sony and
Stinger.  We also compete  indirectly  with  automobile  manufacturers,  who may
improve the quality of original equipment sound systems, reducing demand for our
aftermarket  mobile audio products,  or change the designs of their cars to make
installation of our products more difficult or expensive.

     Our recently  acquired  SimpleDevices  business is competing in a brand new
market that has attracted the attention of many potential competitors.  A number
of companies have  introduced  software and hardware  products that seek to play
audio or video  downloaded  from the  Internet  through  consumers'  home  audio
systems.  Because this is a newly emerging  market,  it is difficult to identify
key competitors for  SimpleDevices'  products;  however,  it is clear that there
will be a number of competing  solutions that will vie for  widespread  consumer
acceptance.  Although  we  believe  SimpleDevices'  products  offer a number  of
significant advantages compared to the alternatives announced to date, it is too
early to say confidently whether consumers will prefer SimpleDevices' technology
over the alternatives.

     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.

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SEASONALITY  OF MOBILE 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 mobile  audio  products  during the
spring and summer  when  students  are on  semester  breaks and  generally  more
favorable weather facilitates installation of our products.

     Although our recently acquired NHT business has a different  seasonal sales
pattern,  with higher  sales in the 4th quarter,  it is a much smaller  business
than our core business and its impact on our overall seasonality is likely to be
relatively small.

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  mobile  audio sales are highly  discretionary,  a recession in the
general  economy or a general  decline in consumer  spending is likely to 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.

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     The mobile audio market in the U.S. has suffered  from a decline in overall
sales since the summer of 2000,  which has made it difficult  for us and for our
competitors  to maintain  sales.  We are not able to foresee when this difficult
period will end.

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
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.

WE MAY  HAVE  DIFFICULTY  INTEGRATING  SIMPLEDEVICES  AND  NHT,  OUR TWO  RECENT
ACQUISITIONS.  IF WE HAVE DIFFICULTY, THESE ACQUISITIONS COULD REDUCE OUR INCOME
AND DISTRACT US FROM OUR CORE BUSINESS.

     We recently acquired two smaller audio  businesses,  SimpleDevices and NHT.
We paid  approximately  $3.5 million in cash for 51% of the fully diluted shares
of SimpleDevices. We have invested additional funds since the acquisition of NHT
to provide working capital. We may not successfully  integrate and operate these
businesses and they may take management's  attention away from our core business
as we attempt to integrate  them. If we are not successful in integrating  these
businesses, our failure could reduce our income and impair our management of our
core business.

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;

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     *    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.  During the last several years,  countries in Asia and Other Americas,
including   Latin  America  have   experienced   unstable  local  economies  and
significant  devaluations of local  currencies.  If these  instabilities  do not
improve,  these conditions could have a material adverse effect on our business,
financial  condition  and  results  of  operations.  Our sales in Asia and Other
Americas, including Latin America,  collectively,  constituted 9.3% of our sales
for 2002, compared to 10.8% of our sales for 2001 and 10.7.0% for 2000.

LOSS OF AN INTERNATIONAL DISTRIBUTOR MAY DISRUPT OUR SALES.

     International customers accounted for 19.6% of our sales in 2002. 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 TO  OPERATE A  ONE-STEP  DISTRIBUTION  SYSTEM IN
LARGER INTERNATIONAL MARKETS.

     We have implemented a strategy of moving to a one-step  distribution system
in selected 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 independent distributor system because we,
rather than our distributors,  have to carry inventory and accounts  receivable.
If we fail to manage the change well,  the  increased  costs can be greater than
our savings and we can lose money because of the change.

CURRENCY FLUCTUATIONS MAY REDUCE THE PROFITABILITY OF OUR FOREIGN SALES.

     We  currently  make sales to Canadian,  European  and Japanese  dealers and
distributors in their respective  currencies.  Before 1999,  except for sales in
Japan, all our international  sales were denominated solely in U.S. dollars and,
accordingly,  we were not directly  exposed to fluctuations in foreign  currency
exchange rates.

     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.  One of our recent  acquisitions,  MB
Quart, is based in Germany and has a substantial portion of its sales in Europe,
further increasing our exposure to foreign currency risks.

     Through  December 31, 2002,  we had never  traded in  derivatives  or other
financial  instruments to reduce currency risks; however, we attempted to create
"natural" hedges when possible by matching our assets and liabilities in a given
currency.  In some instances this subjected our earnings to fluctuations because
the  "natural"  hedges  were  not  able  protect  us from  substantial  currency

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fluctuations,  particularly at the end of a reporting  period.  During the first
quarter  of 2003 and in light of our  increased  exposure  to  foreign  currency
fluctuations,  our board of  directors  approved and we began to implement a new
foreign currency hedging policy. The goal of the program is to provide stability
to the U.S.  Dollar values of non-function  currency cash flows.  Although it is
impossible to eliminate all currency risk, implementation of this program should
mitigate  the risk of  significant  changes in our  earnings  due to  short-term
foreign exchange fluctuations.

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 8.4% of our inventory  purchases
during  2002.  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  parties  may  obtain,  disclose  or  use  our  proprietary
information  without  our  authorization,   which  could  adversely  affect  our
business.

     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.

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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 45.9% of our  outstanding  shares at March 15, 2002.
These  shareholders,  if they act  together,  are able as a practical  matter 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 operated 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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