945489--3/31/2010--BELL_INDUSTRIES_INC

related topics

{condition, economic, financial}

{customer, product, revenue}

{debt, indebtedness, cash}

{regulation, change, law}

{cost, operation, labor}

{cost, regulation, environmental}

{competitive, industry, competition}

{financial, litigation, operation}

{interest, director, officer}

{personnel, key, retain}

{stock, price, share}

{control, financial, internal}

{acquisition, growth, future}

Risks Related to Our Growth Initiative Our growth initiatives may not achieve the intended benefits or may fail. The loss of key management or technical personnel could negatively affect our ability to implement our growth initiatives. Risks Relating to Our Capital Structure Under the Amended Convertible Note, Newcastle has the ability to acquire in excess of a majority of our outstanding common stock, as well as the right to designate at least 50% of the members of our board of directors, which could give Newcastle control over the management of our business to the detriment of our other shareholders. Our ability to make payments on our debt will be contingent on our future operating performance, which will depend on a number of factors that are outside of our control. We are subject to restrictive debt covenants pursuant to our indebtedness. These covenants may restrict our ability to finance our business and, if we do not comply with the covenants or otherwise default under them, we may not have the funds necessary to pay all amounts that could become due and the lenders could foreclose on substantially all of our assets. Our common stock is not traded on a national securities exchange. Risks Related to Our Operations We have a history of operating losses. Our previously owned businesses subject us to potential environmental liabilities, which could adversely affect our results of operations. We may not be able to compete effectively with other companies in our business segments, which will cause our net sales and market share to decline and adversely affect our business, financial condition and results of operations. Future changes in financial accounting standards or practices or other legislative changes could impact our business. The cost of compliance or failure to comply with the Sarbanes-Oxley Act of 2002 may adversely affect our business. Risks Related to our Bell Techlogix Business We rely on a limited number of hardware and software vendors to supply us with products in our Bell Techlogix business, and the loss of our ability to rely upon any of those vendors or to obtain their products in the future would adversely affect our results of operations. Our Bell Techlogix business has several large clients and the loss of one or more of these large clients may materially and adversely affect our business, financial condition and results of operations. Our Bell Techlogix business could be adversely impacted by conditions affecting the information technology market, including current economic conditions. Many of our contracts can be terminated by our clients on short notice and in many cases without penalty. We also generally do not have exclusive arrangements with our clients or a minimum revenue commitment from our clients, which creates uncertainty about the volume of services we will provide and the amount of revenues we will generate from these clients. Risks Related to our Recreational Products Business Current economic conditions may adversely affect consumer spending and the financial condition of our dealers and may significantly harm our Recreational Products business. Our recreational products business is seasonal and is subject to fluctuations based upon climatic conditions. Our recreational products business relies heavily upon vendors with which we have no long-term contracts. We continue to be exposed to contingent liabilities relating to SkyTel, which could adversely affect our financial condition.

Full 10-K form ▸

945489--3/31/2010--BELL_INDUSTRIES_INC_/NEW/