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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