TB WOODS CORP Item 1A Risk Factors |
You should carefully consider the following risk factors and the other information in this prospectus, including our consolidated financial statements and related notes, before you decide to purchase our common stock |
If any of the following risks occur, our business, financial condition and operating results could be adversely affected |
As a result, the trading price of our common stock could decline and you could lose part or all of your investment |
We may amend or supplement the risk factors described below from time to time by other reports we file with the SEC in the future |
RISKS RELATED TO OUR COMPANY CONCENTRATION OF OWNERSHIP AMONG OUR EXISTING EXECUTIVES, DIRECTORS AND PRINCIPAL STOCKHOLDERS MAY PREVENT NEW INVESTORS FROM INFLUENCING SIGNIFICANT CORPORATE DECISIONS Our executives, directors and principal stockholders beneficially own, in the aggregate, securities representing approximately 51prca of the voting power of our outstanding common stock |
Accordingly, these stockholders can exercise significant influence over our business policies and affairs, including the composition of our board of directors and any action requiring the approval of our stockholders, including the adoption of amendments to our certificate of incorporation and the approval of significant corporate transactions, including mergers or sales of substantially all of our assets |
This concentration of ownership will limit your ability to influence corporate actions |
The concentration of ownership may also delay, defer or even prevent a change in control of our Company and may make some transactions more difficult or impossible without the support of these stockholders |
We cannot assure that the interests of these stockholders will not conflict with your interests |
In addition, our interests may conflict with these stockholders in a number of areas relating to our past and ongoing relationships, including the timing and manner of any sales or distributions by these stockholders of all or any portion of their ownership interest in us, and the evaluation of, and activities concerning, business opportunities that may be presented to TB us and our affiliates and to our directors associated with TB Woodapstas |
In fiscal year 2005, our common stock traded in a range from $ 4dtta77 to $ 8dtta87 and at March 3, 2006 our stock price was $ 12dtta12 |
It is likely that the price of our common stock will fluctuate in the future |
The market price of companies with small-capitalization like ours may from time to time experience significant price and volume fluctuations unrelated to the operating performance |
In particular, the market price of our common stock may fluctuate significantly due to a variety of factors, including the sale or purchase of a significant block of shares, or overall movement of stock market indices |
In addition, the occurrence of any of the other risks described in Item 1A could have a material and adverse impact on the market price of our common stock |
In addition, 2004 operating results would have reflected a net loss had the Company not recognized a non-recurring, non-cash gain related to the termination of a post-retirement benefit plan |
Although 2005 was profitable, we cannot assure you that we will continue to operate profitability, and if we do not, we may not be able to meet our debt service requirement, working capital requirements, capital expenditure plans or other cash needs |
Our inability to meet those needs could have a material adverse effect on our business, results of operations and financial condition |
WE MAY NOT PAY DIVIDENDS ON OUR COMMON STOCK AT ANY TIME IN THE FORESEEABLE FUTURE Our ability to declare and pay dividends is restricted by covenants in our senior secured credit facility and the purchase agreement governing our senior subordinated notes, and may be further limited by instruments governing future outstanding indebtedness we or our subsidiaries may incur |
Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial conditions, cash requirement, contractual restrictions and other factors that our board of directors may deem relevant |
9 OUR SENIOR SECURED CREDIT FACILITY AND THE PURCHASE AGREEMENT GOVERNING OUR SENIOR SUBORDINATED NOTES IMPOSE CERTAIN RESTRICTIONS A FAILURE TO COMPLY WITH THESE RESTRICTIONS COULD LEAD TO AN EVENT OF DEFAULT, RESULTING IN AN ACCELERATION OF INDEBTEDNESS, WHICH MAY AFFECT OUR ABILITY TO FINANCE FUTURE OPERATIONS OR CAPITAL NEEDS, OR TO ENGAGE IN OTHER BUSINESS ACTIVITIES The operating and financial restrictions in our debt agreements, including our senior secured credit facility and the purchase agreement governing our senior subordinated notes, may adversely affect our ability to finance future operations or capital needs or to engage in other business activities |
Our debt agreements contain certain covenants and financial tests that limit the way we conduct business, including covenants limiting our ability to incur or guarantee additional indebtedness, pay dividends and make other distributions, pre-pay any subordinated indebtedness, make investments and other restricted payments, make capital expenditures, make acquisitions and sell assets |
These covenants may prevent us from raising additional financing, competing effectively or taking advantage of new business opportunities |
Under our debt agreements, we are also required to maintain specific financial ratios and satisfy certain financial tests |
If we cannot comply with these covenants or meet these ratios and other tests, it could result in a default under one or more of our debt agreements, and unless we are able to negotiate an amendment, forbearance or waiver, we could be required to repay all amounts then outstanding, which could have a material adverse effect on our business, results of operations and financial condition depending upon our outstanding balance at the time |
WE MAY BE ADVERSELY IMPACTED BY CHANGES IN INTEREST RATES The effective interest rate payable on approximately half of our borrowings is variable and may be influenced by our operating performance and degree of leverage, as well as by actions of the Federal Reserve Bank Board in establishing from time to time the Federal Funds Interest rate that underlies the cost of funds borrowed by the Company |
Refer to Item 7A of this Form 10-k for additional discussion of the interest risks |
RISKS RELATED TO OUR BUSINESS WE OPERATE IN THE HIGHLY COMPETITIVE ELECTRONIC AND MECHANICAL INDUSTRIAL TRANSMISSION INDUSTRY The industrial power transmission industry is highly competitive |
Our competitors include both large multi-national companies in North American, Europe and Asia as well as many small domestic niche manufacturers |
Our operating results depend in part on continued successful research, development and marketing of new and or improved products and services, particularly in the electronics business, and there can be no assurance that we will continue to successfully introduce new products and services |
We are small compared to many of our competitors, which are divisions of large, multi-national corporations, and may not have the same access to resources |
OUR BUSINESS IS CYCLICAL Our business is dependent on macro-economic factors, including industrial and consumer spending, and is therefore impacted by the cyclical strength of the economy generally, interest rates and other factors |
Economic factors adversely affecting original equipment manufacturer production and consumer spending could adversely impact us |
During periods of expansion in original equipment manufacturer production, we generally have benefited from increased demand for our products |
Conversely, during recessionary periods, we have been adversely affected by reduced demand for our products |
The markets for some of our products are cyclical, generally following changes in the overall economy |
Consequently during periods of economic expansion, we have experienced increased demand for its products and during periods of economic contraction, we have experienced decreased demand for its products |
Such changes in the general economy affect our results of operations in relevant fiscal periods |
A SIGNIFICANT PORTION OF OUR REVENUES ARE GENERATED FROM A LIMITED NUMBER OF CUSTOMERS AND THE TERMINATION OF ONE OR MORE OF OUR RELATIONSHIPS WITH ANY OF THESE CUSTOMERS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS We depend on revenues from several significant customers, and any loss, cancellation, or reduction of, or delay in, purchases by these customers could harm our business |
Several significant customers represent a significant portion of our revenues |
Our success will depend on our continued ability to develop and manage relationships with these customers |
We expect that significant customer concentration will continue for the foreseeable future |
Several of our customers are distributors to a broad number of end users which helps to mitigate risk; however, a distributor could elect to discontinue using the Company as a supplier source |
10 THE RELOCATION OF CUSTOMERS TO OFF-SHORE LOCATIONS COULD RESULT IN INCREASED COSTS OF PRODUCTION AND SUBJECT US TO INCREASED ECONOMIC RISK IF WE SHIFT OPERATIONS TO MEET CUSTOMER DEMANDS Off-shore customers and the relocating of our customers &apos operating facilities away from our production source could lead us to being a higher cost producer |
In addition, some of our operations depend on production facilities located abroad |
Operations that are located outside of the United States may be subject to increased risks of disrupted production which could cause delays in shipments and loss of customers and revenues |
Our manufacturing facilities abroad may be more susceptible to changes in laws and policies in host countries and economic and political upheaval than our domestic facilities |
Any such disruption could cause delays in shipments of products and the loss of sales and customers, and insurance proceeds may not adequately compensate us |
OUR DEPENDENCE ON, AND THE PRICE OF, RAW MATERIALS MAY ADVERSELY AFFECT OUR PROFITS We use a variety of raw materials and components in our business and significant shortages or price increases could increase our operating costs and adversely impact the competitive position of our products |
We have experienced significant volatility and upward cost pressure for scrap steel and ancillary steel-based components, our primary raw materials |
If we are unable to pass on raw materials price increases to our customers, our future profitability may be materially adversely affected |
WE MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL, HEALTH AND SAFETY LAWS AND REGULATIONS Our operations and properties are subject to federal, state, and local laws, regulations, and ordinances relating to environmental, health and safety risks |
The nature of our operations exposes us to the risk of claims with respect to environmental, health and safety matters and any failure to comply with any environmental, health and safety regulations could subject us to future liability, including, fines, penalties and the suspension of production |
OUR OPERATIONS ABROAD SUBJECT US TO FOREIGN CURRENCY FLUCTUATIONS Our consolidated financial statements are denominated in US dollars and accordingly, changes in the exchange rates between our subsidiaries &apos local currency and the US dollar will affect the translation of such subsidiaries financial results into US dollars for the purposes of reporting consolidated financial results |
The net assets, net earnings and cash flows from our operations in Mexico, Canada, Germany, Italy and India are based on the US dollar equivalent of such amounts measured in the applicable functional currency |
These foreign operations have the potential to impact our financial position due to fluctuations in the local currency arising from the process of re-measuring the local functional currency in the US dollar |
Refer to Item 7A of this Form 10-k for additional discussion on exchange rate risks |
OUR INABILITY TO ATTRACT AND RETAIN KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FUTURE SUCCESS Our future success depends to a significant extent upon the continued service of our executive officers and other key management and technical personnel and on our ability to continue to attract, retain and motivate qualified personnel |
Recruiting and retaining skilled personnel has become even more competitive as the domestic economy has improved in recent years |
The loss of services of one or more of our key employees or our failure to attract, retain and motivate qualified personnel could have a material adverse effect on our business, financial condition and results of operations |
WHILE WE BELIEVE OUR CONTROL SYSTEMS ARE EFFECTIVE, THERE ARE INHERENT LIMITATIONS IN ALL CONTROL SYSTEMS, AND MISSTATEMENTS DUE TO ERROR OR FRAUD MAY OCCUR AND NOT BE DETECTED We continue to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002 |
Our management, including our Chief Executive Officer and Chief Financial Officer, cannot guarantee that our internal controls and disclosure controls will prevent all possible errors or all fraud |
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met |
In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs |
Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected |
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake |
Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls |
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions |
Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate |
Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected |