1318246--3/31/2006--Edgen

related topics

{debt, indebtedness, cash}

{customer, product, revenue}

{operation, natural, condition}

{gas, price, oil}

{condition, economic, financial}

{personnel, key, retain}

{acquisition, growth, future}

{product, liability, claim}

{cost, regulation, environmental}

{system, service, information}

{operation, international, foreign}

{regulation, change, law}

{control, financial, internal}

{stock, price, operating}

{product, market, service}

{loss, insurance, financial}

Our results of operations and financial condition can be adversely affected by numerous risks. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this report. If any of the following risks actually occur, our business, financial condition, operating results, cash flows and/or future prospects could be materially adversely affected. Volatility in oil and gas prices and refining margins could reduce demand for our specialty pipe, plates, sections and pipe components, which could cause our sales to decrease. Supply of steel and the price we pay for steel pipe and components and high grade structural steel products may fluctuate due to a number of factors beyond our control, which could adversely affect our operating results. Our business is sensitive to economic downturns, which could cause our revenues to decrease. Significant competition from a number of companies could reduce our market share and have an adverse effect on our selling prices and sales volumes. The development of alternatives to specialty pipe and components and high grade structural steel product distributors in the supply chain could cause a decrease in our sales and operating results and limit our ability to grow our business. Increases in customer, manufacturer and distributor inventory levels could reduce our sales and profit. We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships and a disruption of these systems could adversely affect our business. Loss of third-party transportation providers upon whom we depend or conditions negatively affecting the transportation industry could increase our costs or cause a disruption in our operations. Loss of key suppliers or reduced product availability could decrease our sales and earnings. Our ten largest customers account for a substantial portion of our sales and profits, and the loss of these customers could result in materially decreased sales and profits. Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our senior secured notes. Despite existing debt levels, we may still be able to incur substantially more debt, which would increase the risks associated with our leverage. The indenture governing the senior secured notes, and the instruments governing our other indebtedness, including our revolving credit facility, impose significant operating and financial restrictions on us that may prevent us from pursuing certain business opportunities and restrict our ability to operate our business. The credit ratings assigned to our senior secured notes may be downgraded. We may need additional capital in the future and it may not be available on acceptable terms. Risks generally associated with acquisitions, including identifying and integrating future acquisitions. Disruptions in the political and economic conditions of the foreign countries in which we purchase and/or distribute our products could adversely affect our business. Hurricanes or other adverse weather events could negatively affect our local economies or disrupt our operations, which could have an adverse effect on our business or results of operations. If we are unable to retain our key management personnel, our growth and future success may be impaired and our financial condition could suffer as a result. We might be unable to employ and retain a sufficient number of sales and customer service personnel. We are subject to environmental laws and regulations relating to hazardous materials, substances and waste used in or resulting from our operations. Liabilities or claims with respect to environmental matters could have a significant negative impact on our business. We may not have adequate insurance for potential liabilities. We are subject to litigation risks that may not be covered by insurance. The ownership and control of our company and MIM UK by a single holding company may result in conflicts of interest between our company and MIM UK. We are controlled by parties whose interests may not be aligned with yours. Compliance with regulation of corporate governance and public disclosure will result in additional expenses. Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

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1318246--3/31/2006--Edgen_Corp