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Wiki Wiki Summary
Financial ratio A financial ratio or accounting ratio is a relative magnitude of two selected numerical values taken from an enterprise's financial statements. Often used in accounting, there are many standard ratios used to try to evaluate the overall financial condition of a corporation or other organization.
The Day the Music Died On February 3, 1959, American rock and roll musicians Buddy Holly, Ritchie Valens, and "The Big Bopper" J. P. Richardson were killed in a plane crash near Clear Lake, Iowa, together with pilot Roger Peterson. The event later became known as "The Day the Music Died" after singer-songwriter Don McLean referred to it as such in his 1971 song "American Pie".
Equity (finance) In finance, equity is ownership of assets that may have debts or other liabilities attached to them. Equity is measured for accounting purposes by subtracting liabilities from the value of the assets.
Stockholder of record Stockholder of record is the name of an individual or entity shareholder that an issuer carries in its shareholder register as the registered holder (not necessarily the beneficial owner) of the issuer's securities. Dividends and other distributions are paid only to shareholders of record.
Jessica Stockholder Jessica Stockholder (born 1959) is a Canadian-American artist known for site-specific installation works and sculptures that are often described as "paintings in space." She came to prominence in the early 1990s with monumental works that challenged boundaries between artwork and display environment as well as between pictorial and physical experience. Her art often presents a "barrage" of bold colors, textures and everyday objects, incorporating floors, walls and ceilings and sometimes spilling out of exhibition sites.
Friedman doctrine The Friedman doctrine, also called shareholder theory or stockholder theory, is a normative theory of business ethics advanced by economist Milton Friedman which holds that the social responsibility of business is to increase its profits. This shareholder primacy approach views shareholders as the economic engine of the organization and the only group to which the firm is socially responsible.
Directors Label Directors Label is a series of DVDs devoted to notable music video directors.\nFirst released in 2003 by Palm Pictures, the series was created by Spike Jonze, Chris Cunningham, and Michel Gondry, the subjects of the first three volumes.
Molar concentration Molar concentration (also called molarity, amount concentration or substance concentration) is a measure of the concentration of a chemical species, in particular of a solute in a solution, in terms of amount of substance per unit volume of solution. In chemistry, the most commonly used unit for molarity is the number of moles per liter, having the unit symbol mol/L or mol/dm3 in SI unit.
Stress concentration In solid mechanics, a stress concentration (also called a stress raiser or a stress riser) is a location in an object where the stress is significantly greater than the surrounding region. Stress concentrations occur when there are irregularities in the geometry or material of a structural component that cause an interruption to the flow of stress.
Equivalent concentration In chemistry, the equivalent concentration or normality of a solution is defined as the molar concentration ci divided by an equivalence factor feq:\n\nNormality = ci/feq\n\n\n== Unit symbol N ==\nThe unit symbol "N" is used to denote "eq/L" (equivalent per liter) which is normality. Although losing favor, medical reporting of serum concentrations in "meq/L" (= 0.001 N) still occurs.
Tourism in Abkhazia Tourism in Abkhazia is possible under Georgian law for foreigners entering the occupied territory from Georgia, although Georgia cannot assure the safety inside disputed territory.\nHowever, the Abkazian beaches on the Black Sea continue to be accessible for tourists coming from the Russian side of the Abkhazia–Russia border which is not under Georgian control.
Synchroscope In AC electrical power systems, a synchroscope is a device that indicates the degree to which two systems (generators or power networks) are synchronized with each other.For two electrical systems to be synchronized, both systems must operate at the same frequency, and the phase angle between the systems must be zero (and two polyphase systems must have the same phase sequence). Synchroscopes measure and display the frequency difference and phase angle between two power systems.
Central Intelligence Agency The Central Intelligence Agency (CIA ), known informally as the Agency and historically as the Company, is a civilian foreign intelligence service of the federal government of the United States, officially tasked with gathering, processing, and analyzing national security information from around the world, primarily through the use of human intelligence (HUMINT) and performing covert actions. As a principal member of the United States Intelligence Community (IC), the CIA reports to the Director of National Intelligence and is primarily focused on providing intelligence for the President and Cabinet of the United States.
Business opportunity A business opportunity (or bizopp) involves sale or lease of any product, service, equipment, etc. that will enable the purchaser-licensee to begin a business.
Market structure Market structure, in economics, depicts how firms are differentiated and categorised based on the types of goods they sell (homogeneous/heterogeneous) and how their operations are affected by external factors and elements. Market structure makes it easier to understand the characteristics of diverse markets.
Adverse effect An adverse effect is an undesired harmful effect resulting from a medication or other intervention, such as surgery. An adverse effect may be termed a "side effect", when judged to be secondary to a main or therapeutic effect.
Customer Profitability Analysis Customer Profitability Analysis (in short CPA) is a management accounting and a credit underwriting method, allowing businesses and lenders to determine the profitability of each customer or segments of customers, by attributing profits and costs to each customer separately. CPA can be applied at the individual customer level (more time consuming, but providing a better understanding of business situation) or at the level of customer aggregates / groups (e.g.
Operations research Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences.
Dividend tax A dividend tax is a tax imposed by a jurisdiction on dividends paid by a corporation to its shareholders (stockholders). The primary tax liability is that of the shareholder, though a tax obligation may also be imposed on the corporation in the form of a withholding tax.
Louisiana Purchase The Louisiana Purchase (French: Vente de la Louisiane, lit. 'Sale of Louisiana') was the acquisition of the territory of Louisiana by the United States from the French First Republic in 1803. In return for fifteen million dollars, or approximately eighteen dollars per square mile, the United States nominally acquired a total of 828,000 sq mi (2,140,000 km2; 530,000,000 acres).
Letter of intent A letter of intent (LOI or LoI, or Letter of Intent) is a document outlining the understanding between two or more parties which they intend to formalize in a legally binding agreement. The concept is similar to a heads of agreement, term sheet or memorandum of understanding.
Bond (finance) In finance, a bond is a type of security under which the issuer (debtor) owes the holder (creditor) a debt, and is obliged – depending on the terms – to repay the principal (i.e. amount borrowed) of the bond at the maturity date as well as interest (called the coupon) over a specified amount of time.
List of countries by public debt Below is a list of countries and territories by public debt (also called government debt or sovereign debt). Gross government debt is government financial liabilities that are debt instruments.: 81  A debt instrument is a financial claim that requires payment of interest and/or principal by the debtor to the creditor in the future.
Item number In Indian cinema, an item number or item song is a musical number inserted into a film that may or may not have any relevance to the plot. The term is commonly used within Indian films (Hindi, Telugu, Tamil, Malayalam, Kannada, Punjabi, and Bengali cinema) to describe a catchy, upbeat, often provocative dance sequence for a song performed in a movie.
Item response theory In psychometrics, item response theory (IRT) (also known as latent trait theory, strong true score theory, or modern mental test theory) is a paradigm for the design, analysis, and scoring of tests, questionnaires, and similar instruments measuring abilities, attitudes, or other variables. It is a theory of testing based on the relationship between individuals' performances on a test item and the test takers' levels of performance on an overall measure of the ability that item was designed to measure.
Additional director general of police Additional Director General of Police (ADGP) is an Indian Police Service rank. Though having the maximum possible 3-star police rank just like Director General of Police, ADGP's are considered same to DGP's.
Additional secretary to the Government of India Additional Secretary (often abbreviated as AS, GoI or Union Additional Secretary or Additional Secretary to Government of India) is a post and a rank under the Central Staffing Scheme of the Government of India. The authority for creation of this post solely rests with Cabinet of India.Additional secretary is mostly a career civil servant, generally from the Indian Administrative Service, and is a government official of high seniority.
Adverse possession Adverse possession, sometimes colloquially described as "squatter's rights", is a legal principle in the Anglo-American common law under which a person who does not have legal title to a piece of property—usually land (real property)—may acquire legal ownership based on continuous possession or occupation of the property without the permission (licence) of its legal owner. The possession by a person is not adverse if they are in possession as a tenant or licensee of the legal owner.
Environmental health Environmental health is the branch of public health concerned with all aspects of the natural and built environment affecting human health. Environmental health focuses on the natural and built environments for the benefit of human health.
System and Organization Controls System and Organization Controls (SOC), (also sometimes referred to as service organizations controls) as defined by the American Institute of Certified Public Accountants (AICPA), is the name of a suite of reports produced during an audit. It is intended for use by service organizations (organizations that provide information systems as a service to other organizations) to issue validated reports of internal controls over those information systems to the users of those services.
Locus of control Locus of control is the degree to which people believe that they, as opposed to external forces (beyond their influence), have control over the outcome of events in their lives. The concept was developed by Julian B. Rotter in 1954, and has since become an aspect of personality psychology.
Border control Border control refers to measures taken by governments to monitor and regulate the movement of people, animals, and goods across land, air, and maritime borders. While border control is typically associated with international borders, it also encompasses controls imposed on internal borders within a single state.
Committee of Sponsoring Organizations of the Treadway Commission The Committee of Sponsoring Organizations of the Treadway Commission (COSO) is a joint initiative to combat corporate fraud. It was established in the United States by five private sector organizations, dedicated to guiding executive management and government entities in relevant aspects of organizational governance, business ethics, internal control, business risk management, fraud and financial reports.
Control system A control system manages, commands, directs, or regulates the behavior of other devices or systems using control loops. It can range from a single home heating controller using a thermostat controlling a domestic boiler to large industrial control systems which are used for controlling processes or machines.
Distributed control system A distributed control system (DCS) is a computerised control system for a process or plant usually with many control loops, in which autonomous controllers are distributed throughout the system, but there is no central operator supervisory control. This is in contrast to systems that use centralized controllers; either discrete controllers located at a central control room or within a central computer.
Risk Factors
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