QEP CO INC Item 1A Risk Factors In addition to certain risks described elsewhere in this Annual Report on Form 10-K, the Company is subject to the following risk factors |
While the Company believes its expectations are reasonable, they are not guarantees of future performance |
The Company’s results could differ substantially from its expectations if any of the events described in these risks occur |
The Company may be unable to pass on to its customers increases in the costs of raw materials |
The prices of many of the Company’s raw materials vary with market conditions |
In addition the price of many of the Company’s finished goods are impacted by changes in currency, freight costs and raw materials at the point of production |
The Company’s costs of raw materials and fuel-related costs are currently higher than historical averages and may remain so indefinitely due to the historically high price of oil and gas |
Although the Company generally attempts to pass on increases in the costs of raw materials and fuel-related costs to its customers, the Company’s ability to pass these increases on varies depending on the product line, rate and magnitude of any increase |
There may be periods of time during which increases in these costs cannot be recovered as occurred in fiscal 2006 |
During such periods of time, the Company’s profitability may be materially adversely affected |
The Company’s largest customers seek to purchase product directly from foreign suppliers |
Certain of the Company’s larger customers have in the past contacted one or more of the Company’s foreign suppliers to discuss purchasing home improvement products directly from these suppliers |
Although the Company believes that its diversified product line, brand recognition and customer service will continue to offer benefits not otherwise available to the Company’s customers from foreign manufacturers, the Company could experience competition from one or more foreign manufacturers which now serve as suppliers to the Company |
The Company depends on a limited number of customers, and the loss of one or more of these customers could adversely affect our business |
In particular, the Company is substantially dependent on two of its customers, Home Depot and Lowe’s, for a large percentage of its revenues |
The Company expects that it will continue to rely upon these customers for a significant portion of its revenues |
Any significant reduction in business with Home Depot or Lowe’s as a customer of the Company would have a material adverse effect on the financial position and results of operations of the Company |
The Company has foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which it operates |
Because a portion of the Company’s business is conducted in foreign currencies, fluctuations in currency prices can have a material impact on its results of operations |
As a result of the fluctuations in currency prices, the Company had a total foreign exchange benefit on net revenue of approximately dlra2dtta5 million during the twelve months ended February 28, 2006 |
Although the Company finances certain foreign operations utilizing debt denominated in the currency of the local operating unit in order to mitigate its foreign currency exposure, the Company cannot predict the effect foreign currency fluctuations will have on its results of operations in future periods |
The Company estimates that a 10prca change of the US dollar against local currencies would have changed its operating income by approximately dlra0dtta2 million in fiscal 2006 and approximately dlra0dtta2 million in fiscal 2005 |
However, this quantitative measure has inherent limitations |
The sensitivity analysis disregards the possibility that rates can move in opposite directions and that changes in currency may or may not be offset by losses from another currency |
7 ______________________________________________________________________ [9]Table of Contents The translation of the assets and liabilities of international operations is made using the currency exchange rates as of the end of the fiscal year |
Translation adjustments are not included in determining net income but are disclosed as Accumulated Other Comprehensive Income within shareholders’ equity |
In certain markets, the Company could recognize a significant gain or loss related to unrealized cumulative translation adjustments if it were to exit the market and liquidate its net investment |
As of February 28, 2006, the net foreign currency translation adjustments reduced shareholders’ equity by dlra3dtta5 million |
Failure to identify suitable acquisition candidates, to complete acquisitions and to integrate successfully the acquired operations |
As part of its business strategy, the Company continues to evaluate acquisitions that could enhance its current product line, manufacturing capabilities and distribution channels either in the United States or around the world |
Although the Company regularly evaluates acquisition opportunities, it may not be able to successfully identify suitable acquisition candidates, obtain sufficient financing on acceptable terms to fund acquisitions, or profitably manage the acquired businesses |
In addition, the Company may not be able to successfully integrate the acquired operations and the acquired operations may not achieve the expected results |
The Company has been, and in the future may be subject to claims and liabilities under environmental, health and safety laws and regulations, which could be significant |
The Company is subject to federal, state and local laws, regulations and ordinances governing activities or operations that may have adverse environmental effects, such as discharges to air and water, and handling and disposal practices for solid, special and hazardous wastes |
The activities of the Company, including its manufacturing operations at its leased facilities, are subject to the requirements of Environmental Laws |
The Company has received various notices from state and federal agencies that it may be responsible for certain environmental remediation activities and is, or has been, a defendant in environmental litigation |
Although the Company is not currently aware of any situation requiring remedial or other action that would involve a material expense to the Company or expose the Company to material liability under Environmental Laws, the Company cannot provide assurance that it will not incur any material liability under Environmental Laws in the future or that it will not be required to expend funds in order to effect compliance with applicable Environmental Laws, either of which could have a material adverse effect on the Company |
The Company faces intense competition in its industry, which could decrease demand for its products and could have a material adverse effect on its profitability |
The Company’s industry is highly competitive |
The Company faces competition from a large number of manufacturers and independent distributors |
Many of its competitors are larger and have greater resources and access to capital than the Company |
In order to maintain the Company’s competitive position, the Company will need to continue to develop new products and expand its customer base both domestically and internationally |
Competitive pressures may also result in decreased demand for the Company’s products |
Any of these factors could have a material adverse effect on the Company |
Recent management changes may disrupt the Company’s operations, and the Company may not be able to retain key personnel or replace them when they leave |
During the past year, the Company has experienced a number of changes in its management |
On April 26, 2005, the Company’s controller and principal accounting officer was relieved of his duties and subsequently terminated |
On October 10, 2005, the Company appointed James Brower as the Company’s Executive Vice President, Chief Operating Officer |
On December 2, 2005, the Company’s Chief Financial Officer resigned effective January 15, 2006 |
On January 12, 2006, the Company appointed Randall N Paulfus, a partner with Tatum LLC, to serve as Interim Chief Financial Officer, effective January 31, 2006 |
These senior management changes could disrupt the Company’s ability to manage its business, and any such disruption could 8 ______________________________________________________________________ [10]Table of Contents adversely affect the Company’s operations, growth, financial condition and results of operations |
The Company’s success is also dependent upon its ability to hire and retain qualified finance and accounting, operations, and other personnel |
The Company cannot assure that it will be able to hire or retain the personnel necessary for its planned operations or that the loss of any such personnel will not have a material impact on the Company’s financial condition and results of operation |
The Company’s inability to maintain access to the debt and capital markets may adversely affect our business and financial results The Company’s ability to invest in its business, refinance maturing debt obligations and make strategic acquisitions may require access to sufficient bank credit lines and capital markets to support short-term borrowings and cash requirements |
If the Company’s current level of cash flow is insufficient and it is unable to access additional resources, the Company could experience a material adverse affect on its business and financial results |
The Company has debt service obligations which are subject to restrictive covenants that limit the Company’s flexibility to manage its business and could trigger an acceleration of the Company’s outstanding indebtedness |
The Company’s credit facilities require that the Company maintain specific financial ratios and comply with certain covenants, including various financial covenants that contain numerous restrictions on the Company’s ability to incur additional debt, pay dividends or make other restricted payments, sell assets, or take other actions |
Furthermore, the Company’s existing credit facilities are, and future financing arrangements are likely to be, secured by substantially all of the Company’s assets |
If the Company breaches any of these covenants, a default could result under one or more of these agreements |
The Company has in the past violated certain covenants under its credit facilities |
A default, if not waived by the Company’s lenders, could result in the acceleration of outstanding indebtedness and cause the Company’s debt to become immediately due and payable |
The Company and its independent auditors have identified material weaknesses in the Company’s internal control over financial reporting and the Company cannot assure you that additional material weaknesses will not be identified in the future |
The Company and its independent auditors have identified material weaknesses in the Company’s internal control over financial reporting relating to the Company’s procedures for (i) reconciling intercompany balances, and (ii) ensuring proper documentation and review of consolidating adjusting journal entries |
Under current standards of the Public Company Accounting Oversight Board, a material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected |
Although the Company has implemented, and continues to implement, various measures to improve internal control over financial reporting, there can be no assurance that the Company will be able to remedy the material weaknesses that have been identified or that additional material weaknesses will not be identified by the Company or its independent auditors |
Any failure to remediate the material weaknesses identified by the Company and its independent auditors or to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results, cause the Company to fail to meet its reporting obligations or result in material misstatements in the Company’s financial statements |
Any such failure also could affect the ability of the Company’s management to certify that the Company’s internal controls are effective when it provides an assessment of internal control over financial reporting pursuant to rules of the Securities and Exchange Commission under Section 404 of the Sarbanes-Oxley Act of 2002, when they become applicable to the Company beginning with the Annual Report on Form 10-K for the year ending February 29, 2008, and could affect the results of the Company’s independent registered public accounting firm’s attestation report regarding management’s assessment pursuant to those rules |
Inferior internal controls could also cause investors to lose confidence in the Company’s reported financial information, which could have a negative effect on the trading price of the Company’s stock |
For more discussion, see “Controls and Procedures beginning on page 24 |