You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
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 />
12