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185000000 IT Holding Finance SA

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RISK FACTORS<br />

We are dependent on our ability to negotiate, maintain and renew license agreements with the owners of leading<br />

brands.<br />

We produce apparel and accessories under brands that we either own or are licensed to us. Our portfolio of<br />

licensed brands includes D&G Dolce & Gabbana, Versus, Versace Jeans Couture, Just Cavalli and C’N’C<br />

Costume National. In 2004, we derived 66.0% of our consolidated net revenues and, we believe, approximately<br />

77.9% of our consolidated EB<strong>IT</strong>DA from sales of our licensed brands. The agreements governing these licenses<br />

expire between 2006 and 2010. In particular, our D&G Dolce & Gabbana license expires upon completion of the<br />

2006/2007 Fall-Winter season.<br />

These agreements require us to make minimum guaranteed payments, achieve certain minimum turnover<br />

thresholds, subject us to restrictive covenants and require us to provide certain design and other services to our<br />

licensors. If we are unable to fulfil the conditions of these license agreements, they may be terminated by the<br />

licensor. Moreover, each of our license agreements except one, may be terminated by the relevant licensor in the<br />

event we cease to be controlled by our current controlling shareholder.<br />

Our licenses are extremely important to us and we may not be able to negotiate extensions or renewals of our<br />

license agreements on terms that are acceptable to us, or at all. The termination of, or failure to renew, one or more<br />

of our licenses could have a material adverse effect on our business, financial condition and results of operations.<br />

Moreover, even if we are able to renew our licenses when they expire, the future profitability of our licensed brands<br />

could be impacted as licensors continue their efforts to assert greater control over license terms. See “Description<br />

of Business—Licenses and Other Intellectual Property” for a summary of the terms and conditions of our principal<br />

licenses.<br />

The industry in which we operate is highly competitive, and we may not be able to continue to compete<br />

effectively.<br />

The industry in which we operate is highly competitive. We compete with many other designers and manufacturers<br />

of luxury goods, some of whom are larger, more diversified and have greater financial and other resources than we<br />

do. We compete on a variety of factors including brand image and recognition, the ability to anticipate and respond<br />

to changing consumer demands, product quality, manufacturing expertise, marketing, advertising and price. Our<br />

ability to remain competitive in these areas will be critical to our future success. Our inability to do so could have a<br />

material adverse effect on our business, financial condition and results of operations.<br />

Our success depends on the reputations of our brands.<br />

The success of our business depends on the reputations of our owned and licensed luxury and young lines brands.<br />

These reputations are influenced by factors such as the style and design of our products, the availability and quality<br />

of the materials used in making them, the image of our brands and licensors, the quality of our advertising, public<br />

relations and marketing campaigns, and our general corporate profile. Any decline in the reputations of our brands<br />

could have a material adverse effect on our business, financial condition and results of operations.<br />

Demand for our products is heavily influenced by general economic conditions.<br />

The luxury goods industry is cyclical and heavily dependent on overall levels of disposable income and consumer<br />

spending, which in turn tend to be affected by the cost of consumer borrowing and economic conditions generally.<br />

Moreover, continued geopolitical turmoil, additional terrorist attacks or similar events could lead to declines in<br />

consumer confidence and further affect our business, financial condition and results of operations.<br />

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