790708--4/3/2006--IMPCO_TECHNOLOGIES

related topics

{debt, indebtedness, cash}

{operation, international, foreign}

{product, market, service}

{regulation, change, law}

{property, intellectual, protect}

{customer, product, revenue}

{interest, director, officer}

{product, liability, claim}

{gas, price, oil}

{control, financial, internal}

{tax, income, asset}

{personnel, key, retain}

{cost, operation, labor}

{cost, contract, operation}

{financial, litigation, operation}

{stock, price, share}

{competitive, industry, competition}

{product, candidate, development}

We currently have substantial debt that we may be unable to service. We have recently been in default under our primary debt facilities, and we cannot assure you that we will be able to avoid events of default or noncompliance in the future, to obtain amendments to our debt facilities, or to refinance our indebtedness if events of default were to occur. The terms of our debt may severely limit our ability to plan for or respond to changes in our business. Mariano Costamagna and Pier Antonio Costamagna have guaranteed our performance under the MTM Loan and, in connection with those guarantees, we have pledged our BRC equity interest and made certain other concessions to them. We have a history of significant cash outflows that may limit our ability to grow and may materially and adversely impact our prospective revenue and liquidity. Balloon Payment due December 31, 2009 If third parties claim that our products infringe their intellectual property rights, we may be forced to expend significant financial resources and management time, and our operating results would suffer. We will lose patent protection rights upon expiration of our patents which may enable our competitors to avail themselves of our patented technology. Changes in stock option accounting rules may adversely impact our reported operating results prepared in accordance with generally accepted accounting principles, our stock price and our competitiveness in the employee marketplace. We are dependent on certain key customers, and the loss of one or more customers could have a material adverse effect on our business. Mariano Costamagna s employment agreement and the terms of the MTM Loan may limit our board of directors ability to effect changes in our senior management. We depend on third-party suppliers for key materials and components for our products. We may experience unionized labor disputes at original equipment manufacturer facilities. We face risks associated with marketing, distributing, and servicing our products internationally. Adverse currency fluctuations may hinder our ability to economically procure key materials and services from overseas vendors and suppliers, may affect the value of our debt, and may affect our profit margins. Our financial results are significantly influenced by fluctuations in foreign exchange rates. We derive income from unconsolidated foreign companies that we do not control. We are highly dependent on certain key personnel. We cannot assure you that our internal control over financial reporting is effective or that we will be able to remediate material weaknesses, if any, that may be identified in future periods, or maintain all of the controls necessary for continued compliance. We cannot guarantee that we will be able to meet the appropriate deadlines or extended deadlines for our SEC filings in the future which could result in de-listing on NASDAQ. Our business is directly and significantly affected by regulations relating to vehicle emissions. If current regulations are repealed or if the implementation of current regulations is suspended or delayed, our revenue may decrease. In addition, we rely on emissions regulations, the adoption of which is out of our control, to stimulate our growth. We are subject to certification requirements and other regulations and future more stringent regulations may impair our ability to market our products. Declining oil prices may adversely affect the demand for our products. Changes in tax policies may reduce or eliminate the economic benefits that make our products attractive to consumers. The potential growth of the alternative fuel products market will have a significant impact on our business. We currently face and will continue to face significant competition, which could result in a decrease in our revenue. New technologies could render our existing products obsolete. We have a significant amount of intangible assets that may become impaired, which could impact our results of operations. Future sales of our common stock could adversely affect our stock price. Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert our management s attention and resources. Loans to one of our executive officers may have been amended in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

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790708--4/3/2006--IMPCO_TECHNOLOGIES_INC