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SEC Rule 10b-5 SEC Rule 10b-5, codified at 17 CFR 240.10b-5, is one of the most important rules targeting securities fraud promulgated by the U.S. Securities and Exchange Commission, pursuant to its authority granted under § 10(b) of the Securities Exchange Act of 1934. The rule prohibits any act or omission resulting in fraud or deceit in connection with the purchase or sale of any security.
Frequentative In grammar, a frequentative form (abbreviated FREQ or FR) of a word is one that indicates repeated action, but is not to be confused with iterative aspect. The frequentative form can be considered a separate but not completely independent word called a frequentative.
Forward (ice hockey) In ice hockey, a forward is a player, and a position on the ice, whose primary responsibility is to score and assist goals. Generally, the forwards try to stay in three different lanes of the ice going from goal to goal.
Welcome to Our Village, Please Invade Carefully Welcome To Our Village, Please Invade Carefully is a sitcom on BBC Radio 4 (pilot and first series aired on BBC Radio 2), written by Eddie Robson and produced by Ed Morrish. It concerns the invasion of the small Buckinghamshire village of Cresdon Green by an alien race called the Geonin.
Forward-looking infrared Forward-looking infrared (FLIR) cameras, typically used on military and civilian aircraft, use a thermographic camera that senses infrared radiation.The sensors installed in forward-looking infrared cameras, as well as those of other thermal imaging cameras, use detection of infrared radiation, typically emitted from a heat source (thermal radiation), to create an image assembled for video output.\nThey can be used to help pilots and drivers steer their vehicles at night and in fog, or to detect warm objects against a cooler background.
Perfect competition In economics, specifically general equilibrium theory, a perfect market, also known as an atomistic market, is defined by several idealizing conditions, collectively called perfect competition, or atomistic competition. In theoretical models where conditions of perfect competition hold, it has been demonstrated that a market will reach an equilibrium in which the quantity supplied for every product or service, including labor, equals the quantity demanded at the current price.
Competition law Competition law is the field of law that promotes or seeks to maintain market competition by regulating anti-competitive conduct by companies. Competition law is implemented through public and private enforcement.
Competition (biology) Competition is an interaction between organisms or species in which both require a resource that is in limited supply (such as food, water, or territory). Competition lowers the fitness of both organisms involved, since the presence of one of the organisms always reduces the amount of the resource available to the other.In the study of community ecology, competition within and between members of a species is an important biological interaction.
Price war Price war is "commercial competition characterized by the repeated cutting of prices below those of competitors". One competitor will lower its price, then others will lower their prices to match.
Jed McCaleb Jed McCaleb is an American programmer, entrepreneur and philanthropist. He is a co-founder and the CTO of Stellar.
Closing entries Closing entries are journal entries made at the end of an accounting period to transfer temporary accounts to permanent accounts. An "income summary" account may be used to show the balance between revenue and expenses, or they could be directly closed against retained earnings where dividend payments will be deducted from.
Bit numbering In computing, bit numbering is the convention used to identify the bit positions in a binary number.\n\n\n== Bit significance and indexing ==\n\nIn computing, the least significant bit (LSB) is the bit position in a binary integer representing the binary 1s place of the integer.
Paddy Madden Patrick Stephen Madden (born 4 March 1990) is an Irish professional footballer who plays as a striker for EFL League Two club Stockport County.\n\n\n== Club career ==\n\n\n=== Bohemians ===\nMadden signed league forms with Bohemians on 8 July 2008, and scored several times for the Bohemians "A" Team on their path to the Grand Final of the A League in that year.
Chicken Street Chicken Street (Dari: کوچه مرغ Koch-e Murgha) is a narrow street located in the Shahr-e Naw district of Kabul east of the Asamayi. It has been an iconic shopping street in the city and popular with foreigners, famous for its carpets, handicrafts and antiques.
Demand-chain management Demand-chain management (DCM) is the management of relationships between suppliers and customers to deliver the best value to the customer at the least cost to the demand chain as a whole. Demand-chain management is similar to supply-chain management but with special regard to the customers.Demand-chain-management software tools bridge the gap between the customer-relationship management and the supply-chain management.
Impact event An impact event is a collision between astronomical objects causing measurable effects. Impact events have physical consequences and have been found to regularly occur in planetary systems, though the most frequent involve asteroids, comets or meteoroids and have minimal effect.
Moquette A maquette (French word for scale model, sometimes referred to by the Italian names plastico or modello) is a scale model or rough draft of an unfinished sculpture. An equivalent term is bozzetto, from the Italian word for "sketch".
Ula-class submarine The Ula class is a Norwegian submarine type which was assembled in Germany in the late 1980s and early 1990s. The class, consisting of six vessels, is currently the only submarine type in service with the Royal Norwegian Navy.
Steel building A steel building is a metal structure fabricated with steel for the internal support and for exterior cladding, as opposed to steel framed buildings which generally use other materials for floors, walls, and external envelope. Steel buildings are used for a variety of purposes including storage, work spaces and living accommodation.
Iron and steel industry in the United States In 2014, the United States was the world’s third-largest producer of raw steel (after China and Japan), and the sixth-largest producer of pig iron. The industry produced 29 million metric tons of pig iron and 88 million tons of steel.
Sahaviriya Steel Industries Sahaviriya Steel Industries PCL or simply SSI (Thai: บริษัท สหวิริยาสตีลอินดัสตรี จำกัด (มหาชน)) is a Thai Multinational Steel-making company headquartered in Bangkok, Thailand. It was the largest steel sheet producer in Southeast Asia with annual capacity of 4 million tonnes of hot rolled coil, and the largest steel company in Thailand.
California Steel Industries California Steel Industries is a steel processing and finishing company that operates a facility in Fontana, California.\nThe Fontana plant was built in 1942 by Kaiser Steel, which operated it until December 1983, when it was shuttered as part of the general termination of Kaiser's steel business.
Porter's five forces analysis Porter's Five Forces Framework is a method of analysing the operating environment of a competition of a business. It draws from industrial organization (IO) economics to derive five forces that determine the competitive intensity and, therefore, the attractiveness (or lack thereof) of an industry in terms of its profitability.
Market (economics) A market is a composition of systems, institutions, procedures, social relations or infrastructures whereby parties engage in exchange. While parties may exchange goods and services by barter, most markets rely on sellers offering their goods or services (including labour power) to buyers in exchange for money.
Grocery store A grocery store (AE), grocery shop (BE) or simply grocery is a store that primarily retails a general range of food products, which may be fresh or packaged. In everyday U.S. usage, however, "grocery store" is a synonym for supermarket, and is not used to refer to other types of stores that sell groceries.
Facility management Facility management, or facilities management, (FM) is a professional management discipline focused on the efficient and effective delivery of logistics and other support services related to real property, it encompasses multiple disciplines to ensure functionality, comfort, safety and efficiency of the built environment by integrating people, place, process and technology, as defined by the International Organization for Standardization (ISO). The profession is certified through Global Facility Management Association (Global FM) member organizations.
El Tour de Tucson El Tour de Tucson is one of the largest road bicycling events in the United States. The El Tour de Tucson was started in 1983 by cyclist Richard DeBernardis, current president of the Perimeter Bicycling Association of America.
Hostile witness A hostile witness, also known as an adverse witness or an unfavorable witness, is a witness at trial whose testimony on direct examination is either openly antagonistic or appears to be contrary to the legal position of the party who called the witness. This concept is used in the legal proceedings in the United States, and analogues of it exist in other legal systems in Western countries.
Soviet Union The Soviet Union, officially the Union of Soviet Socialist Republics (USSR), was a country that spanned much of Eurasia from 1922 to 1991. A flagship communist state, it was nominally a federal union of fifteen national republics; in practice, both its government and its economy were highly centralized until its final years.
PULSE (computer system) PULSE (Police Using Leading Systems Effectively) is a computer system used by the Garda Síochána, the police force of the Republic of Ireland. The system was introduced in November 1999.The contract for the system was awarded to Andersen Consulting (now Accenture) and is managed by a directorate of three senior Gardaí and an Accenture consultant.
Navajo The Navajo (; British English: Navaho; Navajo: Diné or Naabeehó) are a Native American people of the Southwestern United States.\nAt more than 399,494 enrolled tribal members as of 2021, the Navajo Nation is the largest federally recognized tribe in the U.S. (the Cherokee Nation being the second largest); the Navajo Nation has the largest reservation in the country.
Mexican drug war The Mexican drug war (also known as the Mexican war on drugs; Spanish: Guerra contra el narcotráfico en México) is an ongoing asymmetric low-intensity conflict between the Mexican government and various drug trafficking syndicates. When the Mexican military began to intervene in 2006, the government's main objective was to reduce drug-related violence.
National Labor Relations Act of 1935 The National Labor Relations Act of 1935 (also known as the Wagner Act) is a foundational statute of United States labor law that guarantees the right of private sector employees to organize into trade unions, engage in collective bargaining, and take collective action such as strikes. Central to the act was a ban on company unions.
The Four Agreements The Four Agreements: A Practical Guide to Personal Freedom is a self-help book by bestselling author Don Miguel Ruiz with Janet Mills. The book offers a code of conduct claiming to be based on ancient Toltec wisdom that advocates freedom from self-limiting beliefs that may cause suffering and limitation in a person's life.
Halifax Explosion The Halifax Explosion was a disaster that occurred in Halifax, Nova Scotia, Canada, on the morning of 6 December 1917. SS Mont-Blanc, a French cargo ship laden with high explosives, collided with the Norwegian vessel SS Imo in the Narrows, a strait connecting the upper Halifax Harbour to Bedford Basin.
Risk Factors
FOSTER L B CO ITEM 1A RISK FACTORS Forward Looking Statements We make forward looking statements in this report based upon management’s understanding of our business and markets and on information currently available to us
Such statements include information regarding future events and expectations and frequently include words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” or other similar expressions
Forward looking statements include known and unknown risks and uncertainties
Actual future results may differ greatly from these statements and expectations that we express in this report
We encourage all readers to carefully consider the Risk Factors below and all the information presented in our 2005 Annual Report on Form 10-K and caution you not to rely unduly on any forward looking statements
5 _________________________________________________________________ [59]Table of Contents The forward looking statements in this report are made as of the date of this report and we assume no obligation to update or revise any forward looking statement, whether as a result of new information, future developments or otherwise
Risks and Uncertainties Markets and Competition We face strong competition in all of the markets in which we participate
Our response to competitor pricing actions and new competitor entries into our product lines, could negatively impact our overall pricing in the marketplace
Efforts to improve pricing could negatively impact our sales volume in certain product categories
Significant negative developments in these areas could adversely affect our financial results and condition
Customer Reliance L B Foster could be adversely affected by changes in the business or financial condition of a customer or customers
A significant downturn in the business or financial condition of a customer or customers supplied by Foster could impact our results of operations and/ or financial condition
Supplier Reliance In certain of our distributed products businesses, we rely on one or two suppliers for key products that we sell to our customers
A significant downturn in the business of one of these suppliers, a disruption in their manufacturing operations, or an unwillingness to continue to sell to us, could adversely impact our financial results
Raw material costs and availability Most of L B Foster’s businesses utilize steel as a significant product component
The steel industry is cyclical and prices as well as availability are subject to international market forces
We also use significant amounts of cement and aggregate in our concrete railroad tie and our precast buildings businesses
Cement prices have increased over the last two years, while availability in certain areas of the country has been in short supply to the point to where cement has been rationed
This has not had an impact on L B Foster as yet, but it could present problems for our new facility in Tucson, AZ Our financial results could be adversely affected if prices or availability of these materials were to change in a significantly unfavorable manner
New Facilities L B Foster may not be able to effectively implement its new manufacturing systems in Tucson, AZ and Pueblo, CO Failure to implement an efficient manufacturing facility in a cost effective manner would make it difficult for the Company to earn an appropriate return on its investments
Value of our investment in the DM&E Railroad We maintain an ownership interest of approximately 13dtta4prca in The Dakota, Minnesota & Eastern Railroad (“DM&E”), a privately held regional railroad that controls over 2cmam500 miles of track in eight states
More information on the DM&E can be found on page 22
The value of the DM&E and L B Foster’s ultimate monetization of such value is subject to various risks and uncertainties that are discussed on page 24
Union Workforce and Labor Relations Three of our manufacturing facilities are staffed by employees represented by labor unions
These 184 employees are currently working under two separate collective bargaining agreements that expire in March 2008 and September 2007
We may not be able to successfully negotiate the renewal of these agreements
Additionally, the existing collective bargaining agreements may not prevent a work stoppage at L B Foster’s facilities
6 _________________________________________________________________ [60]Table of Contents Legal Contingencies Changes in our expectations of the outcome or the actual outcome of certain legal actions could vary materially from our current expectations and adversely affect our financial results and/ or financial condition
Unexpected Events Unexpected events including fires or explosions at facilities, natural disasters, war, unplanned outages, equipment failures, failure to meet product specifications, or a disruption in certain of our operations may cause our operating costs to increase or otherwise impact our financial performance