ALAMO GROUP INC Item 1A Risk Factors You should carefully consider each of the risks described below, together with all of the other information contained in this Annual Report on Form 10-K, before making an investment decision with respect to the Companyapstas securities |
If any of the following risks develop into actual events, the Companyapstas business, financial condition or results from operations could be materially and adversely affected and you could lose all or part of your investment |
Deterioration of industry conditions could harm the Companyapstas business and prospects |
The prospects for the Company depend to a large extent upon the prospects for the mowing, right-of-way maintenance and agricultural markets in general |
Future prospects of the industry depend largely on factors outside of the Companyapstas control |
These factors include general economic conditions, levels of interest rates, commodity prices, domestic and foreign governmental policies and the value of the dollar, as well as factors that specifically affect agricultural customer spending patterns, including animal disease outbreaks and weather patterns |
A downturn in general economic conditions may adversely affect the Companyapstas results of operations |
The strength and profitability of the Companyapstas business depends on the overall demand for the Companyapstas products |
Revenues are sensitive to general economic conditions and are influenced by consumer confidence in the economy and other factors |
A recession or downturn in the general economy, or in a region constituting a significant source of customers for the Companyapstas products, could result in fewer customers purchasing the Companyapstas products, which would adversely affect the Companyapstas results of operations |
The Company depends on government sales |
A substantial portion of the Companyapstas revenues are derived from sales to federal, state and local governmental entities |
These sales depend primarily on the levels of budgeted and appropriated expenditures for highway, airport, roadside and parks maintenance by various governmental entities and generally have been affected by changes in local and national economic conditions |
During previous economic downturns, such governmental entities also have used chemical control of vegetation, although environmental concerns have adversely affected chemical control efforts |
The Companyapstas dependence on, and the price and availability of, raw materials (such as steel and fuel) may adversely affect the Companyapstas profits |
The Company is exposed to fluctuations in market prices for commodities, such as steel and energy |
In recent years, the prices of various raw materials have increased significantly, and the Company has been unable to avoid exposure to global price fluctuations and supply limitations, such as occurred in 2004 and 2005 with the cost and availability of steel and fuel, and related products |
If the Company is unable to purchase the raw materials the Company requires or is unable to pass on price increases to the Companyapstas customers, the Companyapstas future profitability may be adversely affected |
The Company operates in a highly competitive industry |
The Companyapstas products are sold in highly competitive markets throughout the world |
The Company competes with several large national and international companies that offer a broad range of equipment competitive with the Company, as well as numerous small, privately-held manufacturers and suppliers of a limited number of equipment products |
Some of the Companyapstas competitors are significantly larger than the Company and have substantially greater financial and other resources at their disposal |
There can be no assurance that such competitors will not substantially increase the resources devoted to the development and marketing of products competitive with those of the Company |
See "e Competition "e in Part I, Item 1 above |
12 ______________________________________________________________________ The Company operates and sources internationally, which exposes the Company to the risks of doing business abroad |
The Company has operations in a number of countries outside of the United States |
The Companyapstas foreign operations are subject to the risks normally associated with conducting business in foreign countries, including: - limitations on ownership and on repatriation of earnings; - import and export restrictions and tariffs; - additional expenses relating to the difficulties and costs of staffing and managing international operations; - labor disputes and uncertain political and economic environments and the impact of foreign business cycles; - change in laws or policies of a foreign country; - delays in obtaining or the inability to obtain necessary governmental permits; - potentially adverse consequences resulting from the applicability of foreign tax laws; - cultural differences; and - increased expenses due to inflation; - changes in currency exchange rates |
The Companyapstas foreign operations may also be adversely affected by laws and policies of the United States and the other countries in which the Company operates affecting foreign trade, investment and taxation |
The Company may be unable to complete or integrate acquisitions effectively, which may adversely affect its profitability and results of operations |
The Company intends to grow through the acquisition of businesses and assets that will complement its current businesses |
To date, a material portion of our growth has come through acquisitions |
The Company cannot be certain that it will be able to identify attractive acquisition targets, obtain financing for acquisitions on satisfactory terms or successfully acquire identified targets |
Additionally, the Company may not be successful in integrating acquired businesses into its existing operations and achieving projected synergies |
Competition for acquisition opportunities in the various industries in which the Company operates may rise, thereby increasing our costs of making acquisitions or causing us to refrain from making further acquisitions |
These and other acquisition-related factors may negatively and adversely impact our growth, profitability and results of operations |
Businesses the Company may acquire in the future may not perform as expected |
The Company may be adversely affected if businesses that the Company acquires in the future do not perform as expected |
An acquired business could perform below the Companyapstas expectations for a number of reasons, including legislative or regulatory changes that affect the areas in which the acquired business specializes, the loss of customers and dealers, general economic factors that directly affect the acquired business and the cultural incompatibility of its management team or business with the Company |
Any or all of these reasons could adversely affect the Companyapstas financial position and results of operations |
In addition, the Company could face many challenges to integrating an acquired business, including eliminating redundant operations, facilities and systems, coordinating management and personnel, retaining key employees, managing different corporate cultures and achieving cost reductions and cross-selling opportunities |
The Company cannot assure you that the Company will be able to meet these challenges in the future to the extent the Company acquires other businesses |
The mowing and growth maintenance industry is seasonal and affected by the weather, and seasonal fluctuations may cause the Companyapstas results of operations and working capital to fluctuate from quarter to quarter |
In general, major customers tend to purchase the Companyapstas equipment during the first and second calendar quarters |
Other products such as street sweepers, excavators, snow blowers, front-end loaders and pothole patchers have different seasonal patterns as do replacement parts in general |
Agricultural and governmental end-users typically purchase new equipment during the first and second calendar quarters |
Weather conditions and general economic conditions, however, may affect the timing of purchases |
In order to achieve efficient utilization of manpower and facilities throughout the year, the Company estimates seasonal demand months in advance and manufacturing capacity is scheduled in anticipation of such demand |
The Company utilizes a rolling twelve-month sales forecast provided by the Companyapstas marketing divisions and order backlog in order to develop a production plan for its manufacturing facilities |
Additionally, many of the Companyapstas marketing divisions attempt to equalize demand for its products throughout the calendar year by offering seasonal sales programs which may provide additional incentives, including discounts and extended payment terms, on equipment that is ordered during off-season periods |
13 ______________________________________________________________________ If the Company does not retain key personnel and attract and retain other highly skilled employees, the Companyapstas business will suffer |
The Companyapstas continued success will depend, among other things, on the efforts and skills of its executive officers, including the Companyapstas chief executive officer and president, and the Companyapstas ability to attract and retain additional highly qualified managerial, technical, manufacturing and sales and marketing personnel |
We do not maintain "e key man "e life insurance for any of the Companyapstas employees, and all of the Companyapstas senior management are employed at will |
The Company cannot assure you that the Company will be able to attract and hire suitable replacements for any of the Companyapstas key employees |
The Company believes the loss of a key executive officer or other key employee could have a material adverse effect on the Companyapstas business operations |
The Company is subject on an ongoing basis to the risk of litigation arising in the ordinary course of business |
Like other manufacturers, the Company is subject to various claims, including product liability claims, arising in the ordinary course of business, and is a party to various legal proceedings that constitute ordinary routine litigation incidental to the Companyapstas business |
The Company may be exposed to product liability claims in the event that the use of the Companyapstas products results, or is alleged to result, in bodily injury and/or property damage |
The Company cannot assure you that the Company will not experience any material product liability losses in the future or that the Company will not incur significant costs to defend such claims |
While the Company currently has product liability insurance, the Company cannot assure you that the Companyapstas product liability insurance coverage will be adequate for any liabilities that may ultimately be incurred or that it will continue to be available on terms acceptable to the Company |
A successful claim brought against the Company in excess of available insurance coverage or a requirement to participate in a product recall may have a materially adverse effect on the Companyapstas business |
The Company is subject to environmental, health and safety and employment laws and regulations and related compliance expenditures and liabilities |
Like other manufacturers, the Company is also subject to a broad range of federal, state, local and foreign laws and requirements, including those governing discharges to the air and water, the handling and disposal of solid and hazardous substances and wastes, the remediation of contamination associated with releases of hazardous substances at the Companyapstas facilities and offsite disposal locations, workplace safety and equal employment opportunities |
The Companyapstas policy is to comply with all applicable environmental, health and safety and other laws and regulations, and the Company believes it is currently in material compliance with all such applicable laws and regulations |
These laws and regulations are constantly changing, and it is impossible to predict with accuracy the effect that changes to such laws and regulations may have on the company in the future |
Like other industrial concerns, the Companyapstas manufacturing operations entail the risk of noncompliance, and there can be no assurance that the Company will not incur material costs or other liabilities as a result thereof |
The Company knows that its Indianola, Iowa property is contaminated with chromium which likely resulted from chrome plating operations which were discontinued several years before the Company purchased the property |
Chlorinated volatile organic compounds have been detected in water samples on the property |
The Company has been voluntarily working with an environmental consultant and the state of Iowa with respect to these issues and will take appropriate measures to remediate the property if necessary |
The amount of potential liability has been estimated by an independent environmental engineering company to be between dlra100cmam000 and dlra250cmam000 and the Company has an environmental reserve of dlra194cmam000 as of December 31, 2005 |
The Company has incurred and will continue to incur capital and other expenditures to comply with the laws and regulations applicable to its operations |
In particular, if the Company fails to comply with any environmental regulations, then the Company could be subject to future liabilities, fines or penalties or the suspension of production at the Companyapstas manufacturing facilities |
If unexpected obligations at these or other sites or more stringent environmental laws are imposed in the future, the Companyapstas future profitability may be adversely affected |
14 ______________________________________________________________________ Fluctuations in currency exchange rates may adversely affect the Companyapstas financial results |
The Companyapstas earnings are affected by fluctuations in the value of the US dollar as compared to foreign currencies, predominately in European countries, Canada and Australia, as a result of the sale of its products in international markets |
While the Company does hedge against the earnings effects of such fluctuations to an extent (primarily in the UK market), no assurance can be given as to the future valuation of foreign currencies or how further movements could affect future earnings or the financial position of the Company |
Certain shareholders own a significant amount of the Companyapstas common stock |
Third Avenue Management LLC and Capital Southwest Venture Corporation, a subsidiary of Capital Southwest Corporation, beneficially own approximately 32dtta1prca and 29dtta0prca respectively, of the outstanding common stock of the Company |
As a result, either of them alone will be able to significantly influence the direction of the Company, the election of the Board of Directors of the Company and the outcome of any other matter requiring shareholder approval, including mergers, consolidations and the sale of all or substantially all of the assets of the Company, and together with others, to prevent or cause a change in control of the Company |