CARPENTER TECHNOLOGY CORP Item 1A Risk Factors |
There are inherent risks and uncertainties associated with all businesses that could adversely affect operating performances or financial conditions |
The following discussion outlines the risks and uncertainties that management believes are the most material to our business |
However, these are not the only risks or uncertainties that could affect our business |
Certain risks are associated specifically with our business, industry or customer base, while others are broader |
Demand in our end use markets, including companies in the aerospace, industrial supply, consumer, automotive, medical, energy and power generation markets, can be cyclical in nature and sensitive to general economic conditions, competitive influences, and fluctuations in inventory levels throughout the supply chain |
As a result, our results of operations, financial condition, cash flows and availability of credit could fluctuate significantly from period to period |
Risks Associated with Commercial Aerospace |
A growing portion of our sales represents products sold to customers in the commercial aerospace market |
The commercial aerospace market is historically cyclical due to both external and internal market factors |
These factors include general economic conditions, airline profitability, consumer demand for air travel, varying fuel and labor costs, price competition, and international and domestic political conditions such as military conflict and the threat of terrorism |
The length and degree of cyclical fluctuation can be influenced by any one or combination of these factors and therefore are difficult to predict with certainty |
A downturn in the commercial aerospace industry would adversely affect the demand for our products and/or the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected |
The steel industry continues to operate in an environment of excess supply |
Continued domestic and international over capacity could lead to an overall reduction in prices of certain non-specialty products |
Continued availability of lower cost, substitute materials may also cause significant fluctuation in future results as our customers opt for a lower cost alternative |
In addition, developing economies such as China and India have led to a rapid increase in demand for certain products resulting in price and supply variations and causing companies to implement plans to meet that increased demand |
If the demand from these economically developing countries subsides, additional excess worldwide capacity could significantly impact future worldwide pricing or export practices of certain products |
Raw Material Pricing; Pricing Actions |
Although inflationary trends in recent years have been moderate, certain critical raw material costs, such as nickel, chromium, titanium, and scrap containing iron and nickel, have been volatile |
Rapid increases in raw material costs may adversely affect our results of operations |
The timing of pricing actions can be dependent upon market conditions, economic factors, raw material costs and availability, competitive factors, operating costs and/or other factors, some of which are beyond our control |
The effects of any pricing actions may be delayed due to long manufacturing lead times or the terms of existing contracts |
There is no guarantee that pricing actions will be able to offset rising costs or maintain the company’s profit margins |
Dependence on Critical Raw Materials Subject to Price and Availability Fluctuations |
We rely on third parties to supply the raw materials that are critical to the manufacture of our products |
These raw materials include nickel, ferrochrome, cobalt, molybdenum, titanium, manganese and various types of scrap |
Purchase prices of these critical raw materials are subject to volatility due to factors that are not in our control |
These materials are purchased from suppliers operating in countries that may be subject to unstable political and economic conditions |
These conditions may disrupt supplies or affect the prices of these materials |
If suppliers increase the price of critical raw materials or are unwilling or unable to meet our demand, we may not have alternative sources of supply |
In addition, we may be unable to recoup such price increases through surcharges or increased selling prices |
The manufacture of some of our products is a complex process and requires long lead times |
If unable to obtain adequate and timely deliveries of required raw materials when needed in our manufacturing process, we may be unable to meet customer orders in a timely manner or in sufficient quantities |
This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation |
Risks Associated with Medical Costs and Retirement Benefits |
We provide medical benefits to active and retired employees throughout most of our company |
Most of the cost is paid by the company and is not covered by insurance |
In addition, certain of our employees are covered by defined benefit pension plans with the 10 ______________________________________________________________________ [38]Table of Contents majority of our plans covering employees in the United States |
A decline in the value of plan investments in the future, an increase in costs or liabilities or unfavorable changes in laws or regulations that govern pension plan funding could materially change the timing and amount of required pension funding |
A requirement to fund any deficit created in the future could have a material adverse effect on our results of operations and financial condition |
Many domestic and international competitors do not provide defined benefit retiree health care and other international competitors operate in jurisdictions with government sponsored health care plans that may offer them a cost advantage |
Risks Associated with Environmental Matters |
We are subject to various federal, state, local and international environmental laws and regulations relating to pollution, protection of public health and the environment, natural resource damages and occupational safety and health |
We could incur substantial cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities |
We have environmental remediation liabilities at some of our owned operating facilities and have been designated as a potentially responsible party (“PRP”) with respect to certain third-party Superfund or similar waste disposal sites and other third party owned sites |
Additionally, we have been notified that we may be a PRP with respect to other Superfund sites as to which no proceedings have been instituted against us |
From time-to-time, we are a party to lawsuits and other proceedings involving alleged violations of, or liabilities arising from environmental laws |
When our liability is probable and we can reasonably estimate our costs, we record environmental liabilities in our financial statements |
In many cases, we are not able to determine whether we are liable, or if liability is probable, to reasonably estimate the loss or range of loss |
Estimates of our liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number and financial condition of other PRPs, as well as the extent of their responsibility for the remediation |
We intend to adjust our accruals to reflect new information as appropriate |
Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments |
At June 30, 2006, our reserves for environmental matters totaled approximately dlra5dtta9 million |
Future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on our financial condition or results of operations |
Risks Associated with Current or Future Litigation and Claims |
We are defending various claims and legal actions that have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, commercial disputes, employment actions, employee benefits, compliance with domestic and federal laws, personal injury and tax issues |
Due to the uncertainties of litigation, we can give no assurance that we will prevail on all claims made against us in the lawsuits that we currently face or that additional claims will not be made against us in the future |
The outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us |
The resolution in any reporting 11 ______________________________________________________________________ [39]Table of Contents period of one or more of these matters could have a material adverse effect on our results of operations for that period |
We can give no assurance that any other matters brought in the future will not have a material effect on our financial condition, liquidity or results of operations |
Labor Matters |
We have approximately 3cmam990 full-time employees, the majority of which are not covered by a collective bargaining agreement |
Approximately 420 total employees at two of our business units are covered by various collective bargaining agreements |
The agreements expire at various times in the future, with the largest one covering 305 employees of Certech, Inc, in Wood-Ridge and Carlstadt, New Jersey, effective through January 31, 2007 |
The collective bargaining agreement for our Dynamet production employees located in Washington, Pennsylvania, will expire in August, 2007 |
There can be no assurance that we will succeed in concluding collective bargaining agreements with the unions to replace those that expire |
From time to time, the employees at our primary manufacturing facility in Reading, Pennsylvania, participate in election campaigns or union organizing attempts as to whether they should be represented by a union for collective bargaining |
There is no guarantee that future organization attempts will not result in union representation |
Our manufacturing processes are complex and depend upon critical, high cost equipment for which there may be only limited or no production alternatives |
It is possible that we could experience prolonged periods of reduced production due to unplanned equipment failures and we could incur significant repair or replacement costs in the event of those failures |
It is also possible that operations could be disrupted due to other unforeseen circumstances such as power outages, explosions, fires, floods, accidents and severe weather conditions |
We must make regular, substantial capital investments and changes to our manufacturing processes to lower production costs, improve productivity, manufacture new or improved products and remain competitive |
We may not be in a position to take advantage of business opportunities or respond to competitive pressures if we fail to update, replace or make additions to our equipment or our manufacturing processes in a timely manner |
The cost to repair or replace much of our equipment or facilities would be significant |
We cannot be certain that we will have sufficient internally generated cash or acceptable external financing to make necessary capital expenditures in the future |
Risks Associated with Acquisition and Disposition Strategies |
We consider acquisition, joint ventures, and other business combination opportunities as well as possible business unit dispositions as part of our overall business strategy |
From time-to-time, management holds discussions with management of other companies to explore such opportunities |
As a result, the relative makeup of the businesses comprising our Company is subject to change |
Acquisitions, joint ventures, and other business combinations involve various inherent risks, such as difficulties in integrating the operations, technologies, products and personnel of the acquired companies, diversion of management’s attention from existing operations, difficulties in entering markets in which we have limited or no direct prior experience, dependence on unfamiliar supply chains, insufficient revenues to offset increased expenses associated with acquisitions, loss of key employees of the acquired 12 ______________________________________________________________________ [40]Table of Contents companies, inaccurate assessment of undisclosed liabilities, difficulties in realizing projected efficiencies, synergies and cost savings, and increases in our debt or limitation in our ability to access additional capital when needed |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements or inaccuracies |
Effectiveness of reporting results in future periods is subject to the risk that controls may become inadequate, or that the degree of compliance with the policies or procedures may deteriorate |
War, civil conflict, terrorism, natural disasters, and public health issues including domestic or international pandemic, have caused and could cause damage or disruption to domestic or international commerce by creating economic or political uncertainties |
These events could result in a decrease in demand for our products, make it difficult or impossible to deliver orders to customers or receive materials from suppliers, effect the availability or pricing of energy sources or other severe consequences that may or may not be predictable |
As a result, our business, financial condition and results of operations could be materially adversely affected |
International Sales |
We believe that international sales will continue to account for a significant percentage of our future revenues |
Risks associated with international sales include: political and economic instability, including weak conditions in the world’s economies; accounts receivable collection; export controls; changes in legal and regulatory requirements; policy changes affecting the markets for our products; changes in tax laws and tariffs; and exchange rate fluctuations (which may affect sales to international customers and the value of profits earned on international sales when converted into dollars) |
Any of these factors could materially adversely effect our results for the period in which they occur |
Safety Issues |
Various federal, state, local and international worker safety laws and regulations are applicable to our operations |
We have used, and currently use and manufacture substantial quantities of substances that are considered hazardous, extremely hazardous or toxic under worker safety and health laws and regulations |
Although we implement controls and procedures designed to reduce continuing risk of health and safety issues, we could incur substantial costs, fines and civil or criminal sanctions or personal injury claims as a result of violations or liabilities under these laws |
Much of our future success depends on the continued service and availability of skilled personnel, including members of our executive management team, management, metallurgists and staff positions |
The loss of key personnel could adversely affect our ability to perform until suitable replacements are found |
We are experiencing changes in several of our Executive Officer positions |
The Company’s Chairman, President and Chief Executive Officer has publicly announced his intention to retire upon appointment of his successor by the Board of Directors |
A new Senior Vice President – Finance and Chief Financial Officer joined the Company in July 2006 |
The Company is also engaging a new Vice President – Human Resources |
There is a risk that the business strategies or operational effectiveness of the Company could be materially and adversely affected by changes in the Company’s management personnel |