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| PART II | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13
Item 6. Selected Financial Data 15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 25
Item 8. Financial Statements and Supplementary Data 27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 55
Item 9A. Controls and Procedures 55
Item 9B. Other Information 55
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| PART III | | |
Item 10. Directors, Executive Officers and Corporate Governance 56
Item 11. Executive Compensation 56
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 56
Item 13. Certain Relationships and Related Transactions and Director Independence 56
Item 14. Principal Accountant Fees and Services 56
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| PART IV | | |
Item 15. Exhibits and Financial Statement Schedules 57
| | Signatures | 60 |
Information About Forward-Looking Statements
This Annual Report on Form 10-K (“Annual Report”) includes and incorporates by reference “forward-looking statements” within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission (“SEC”) or in connection with oral statements made to the press, potential investors or others. All statements that are not historical facts are “forward-looking statements.” The words “estimate,” “plan,” “project,” “intend,” “expect,” “believe,” “anticipate,” and similar expressions identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expected financial position, business, financing plans, business strategy, business prospects, revenues, working capital, liquidity, capital needs, interest costs and income, in each case relating to our company as a whole, as well as statements regarding acquisitions, potential acquisitions and the benefits of acquisitions.
Forward-looking statements are estimates and projections reflecting our best judgment and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Examples of forward-looking statements in this report include but are not limited to our expectations regarding our ability to generate operating cash flows and reduce debt and associated interest expense and our expectations regarding growth through acquisitions. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, timing and success of product upgrades and new product introductions, raw materials costs, expected pricing levels, the timing and cost of expected capital expenditures, expected outcomes of pending litigation, competitive conditions, general economic conditions and expected synergies relating to acquisitions, joint ventures and alliances. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:
| · | general economic conditions; |
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| · | difficulty making acquisitions and successfully integrating acquired businesses; |
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| · | any unforeseen liabilities associated with future acquisitions; |
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| · | limitations on our business imposed by our indebtedness; |
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| · | unfavorable changes in foreign exchange rates; |
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| · | difficulties associated with exports; |
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| · | risks and costs associated with our international sales and operations; |
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| · | increased directors’ and officers’ liability and other insurance costs; |
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| · | risk of rising interest rates; |
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| · | product liability and insurance risks; |
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| · | increased warranty exposure; |
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| · | the cyclical nature of some of our markets; |
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| · | reduction of business with large customers; |
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| · | risks associated with government contracts; |
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| · | changes in the supply of, or price for, raw materials, parts and components; |
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| · | environmental compliance costs and liabilities; |
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| · | risks and costs associated with asbestos-related litigation; |
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| · | potential write-offs of our substantial goodwill and other intangible assets; |
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| · | our ability to successfully develop new products; |
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| · | failure to protect our intellectual property; |
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| · | the effect of, or change in, government regulations (including tax); |
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| · | economic disruption caused by terrorist attacks, health crises or other unforeseen events; and |
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| · | the factors discussed in Item 1A to this Annual Report under the heading “Risk Factors.” |
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We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of them in light of new information or future events.
PART I
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