Atkore (ATKR) risk factors, 2024 10-K

Risks Related to Our Business

1. 01Our performance may be impacted by general business and economic conditions, which could materially and adversely affect our business, financial position, results of operations or cash flows
2. 02The non-residential construction industry accounts for a significant portion of our business, and a downturn in the non-residential construction industry could materially and adversely affect our business, financial position, results of operations or cash flows
3. 03We operate in a competitive landscape, and increased competition could materially and adversely affect our business, financial position, results of operations or cash flows
4. 04Our operating results are sensitive to the availability and cost of freight and energy, which are important in the manufacture and transport of our products
5. 05Interruptions in the proper functioning of our information technology (“IT”) systems and the IT systems of those with whom we do business, including from cybersecurity threats, could disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both
6. 06A substantial portion of our revenue is generated through our operations in the United States. Imports of products similar to those manufactured by us may reduce the volume of products sold by domestic producers and depress the selling prices of our products and those of our competitors
7. 07Contracts for global mega projects are complex and often include risk profiles greater than those of our usual product sales
8. 08We are directly and indirectly subject to legislative and regulatory changes that may affect demand for our products
9. 09Our results of operations could be adversely affected by weather
10. 10Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial performance
11. 11Our business requires skilled labor, and we may be unable to attract and retain qualified employees
12. 12We have incurred and continue to incur significant costs to comply with current and future environmental and health and safety laws and regulations, and our operations expose us to the risk of material environmental and health and safety laws liability
13. 13We rely on several customers for a significant portion of our net sales, and the loss of such customers, or their inability or unwillingness to pay our invoices on time could materially and adversely affect our business, financial position, results of operations or cash flows
14. 14Our working capital requirements could result in us having lower cash available for, among other things, capital expenditures and acquisition financing
15. 15We may be required to recognize goodwill, intangible assets or other long-lived asset impairment charges
16. 16The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows
17. 17Widespread public health conditions including pandemics could have a material adverse impact on our business, financial position, results of operations and cash flows
18. 18Climate change, and the regulatory and legislative developments related to climate change, may have a material adverse impact on our business and results of operations
19. 19We have financial obligations relating to pension plans that we maintain in the United States
20. 20Unplanned outages at our facilities or those of our suppliers and other unforeseen disruptions could materially and adversely affect our business, financial position, results of operations or cash flows
21. 21We rely on the efforts of agents and distributors to generate sales of our products
22. 22Our inability to introduce new products effectively or implement our innovation strategies could adversely affect our ability to compete
23. 23We are subject to certain safety and labor risks associated with the manufacturing and testing of our products
24. 24We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property disputes
25. 25We face risks associated with our international operations which could materially and adversely affect our business, financial position, results of operations or cash flows
26. 26Evolving foreign laws and legal systems, including those that occurred as a result of the United Kingdom’s withdrawal from the European Union (“Brexit”), may adversely affect global economic and market conditions and could contribute to volatility in the foreign exchange markets
27. 27Our business, financial position or results of operations could be materially and adversely affected by our inability to acquire or import raw materials, component parts or finished goods from existing suppliers and significant increases in government regulation or restrictions relating to such imports
28. 28In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt or equity
29. 29We may be unable to identify, acquire, close or integrate acquisition targets successfully
30. 30Regulations related to “conflict minerals” may force us to incur additional expenses, create complexities in our supply chain and damage our reputation with customers

Risks Related to Our Indebtedness

1. 31Our indebtedness may adversely affect our financial health
2. 32Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which may increase the risks created by our indebtedness
3. 33Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability
4. 34A lowering or withdrawal of the ratings, outlook or watch assigned to our indebtedness by rating agencies may increase our future borrowing costs and reduce our access to capital
5. 35The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business
6. 36Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control
7. 37Our ability to generate the significant amount of cash needed to pay dividends depends on many factors beyond our control

Risks Related to Our Common Stock

1. 38Atkore is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any
2. 39The timing and amount of the Company’s share repurchases are subject to a number of uncertainties
3. 40Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock
4. 41Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL
5. 42The market price of our common stock may be volatile and could decline
6. 43If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline
7. 44If we are unable to hire, engage and retain key personnel, our business, financial position, results of operations or cash flows could be materially and adversely affected
8. 45Future tax legislation could materially impact our business
9. 46Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our common stock
10. 47We may need to raise additional capital, and we cannot be sure that additional financing will be available