FINLAY ENTERPRISES INC /DE Item 1A Risk Factors |
14 ITEM 1A RISK FACTORS FORWARD-LOOKING INFORMATION AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS Set forth below are certain important risks and uncertainties that could adversely affect our results of operations or financial condition and cause our actual results to differ materially from those expressed in the forward-looking statements made by us |
See "e Forward Looking Statements "e in Item 7 for additiona l risk factors |
THE LOSS OF OUR RELATIONSHIP WITH FEDERATED, OR SIGNIFICANT STORE CLOSURE S BY OUR HOST STORE GROUPS, COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS In August 2005, Federated announced that it had completed a merger with May |
In September 2005, Federated announced its integration plans and, accordingly, effective as of the beginning of 2006, we now operate a total of 401 departments in six of Federatedapstas nine divisions, which excludes 194 departments in stores that are scheduled to be closed throughout the Spring 200 6 season |
Additionally, in January 2006, Federated announced its intention to divest its Lord & Taylor division |
Further, in March 2006, Federated announced its intention to divest an additional five underperforming Lord & Taylor stores and convert one store to Macyapstas |
A decision by Federated, or certain of our other host store groups, to terminate existing relationships, transfer the operation of some or all of their departments to a competitor, assume the operation of those departments themselves, or close a significant number of stores, could have a material adverse effect on our business and financial condition |
During 2005, approximately 72prca of our sales were generated by departments operated in store groups owned by Federated and those stores previously owned by May |
SEASONALITY OF THE RETAIL JEWELRY BUSINESS AND FLUCTUATIONS IN OUR QUARTERLY RESULTS COULD ADVERSELY AFFECT OUR PROFITABILITY Our business is highly seasonal, with a significant portion of our sales and income from operations generated during the fourth quarter of each year, which includes the year-end holiday season |
The fourth quarter of 2005 accounte d for 43prca of our sales |
We have typically experienced net losses in the first three quarters of our fiscal year |
During these periods, working capital requirements have been funded by borrowings under our revolving credit facility |
A substantial decrease in sales during th e fourth quarter, whether resulting from adverse weather conditions, natural disasters or any other cause, would have a material adverse effect on our profitability |
OUR LOCATIONS ARE HEAVILY DEPENDENT ON CUSTOMER TRAFFIC AND THE CONTINUED POPULARITY OF OUR HOST STORES AND MALLS The success of our locations depends, in part, on the ability of host stores to generate consumer traffic in their stores, and the continuing popularity of malls and department stores as shopping destinations |
Sales volum e and customer traffic may be adversely affected by economic slowdowns in a particular geographic area, the closing of anchor tenants, or competition from retailers such as discount and mass merchandise stores and other department and specialty jewelry stores where we do not have locations |
WE MAY NOT BE ABLE TO SUCCESSFULLY IDENTIFY, FINANCE, INTEGRATE OR MAKE ACQUISITIONS OUTSIDE OF THE LICENSED JEWELRY DEPARTMENT BUSINESS We may from time to time examine opportunities to acquire or invest in companies or businesses that complement our existing core business, such as our acquisition of Carlyle |
There can be no assurance that the Carlyle acquisition or any other future acquisitions by us will be successful or improve our operating results |
In addition, our ability to complete acquisitions will depen d on the availability of both suitable target businesses and acceptable financing |
Any acquisitions may result in a potentially dilutive issuance of additional equity securities, the incurrence of additional debt or increased working capital requirements |
Such acquisitions could involve numerous additional risks , including difficulties in the assimilation of the operations, products, service s and personnel of any acquired company, diversion of 14 our managementapstas attention from other business concerns, and expansion into new businesses with which we may have no prior experience |
OUR PROFITABILITY DEPENDS, IN PART, UPON OUR ABILITY TO CONTINUE TO OBTAI N SUBSTANTIAL AMOUNTS OF MERCHANDISE ON CONSIGNMENT AND ON FINLAY JEWELRY &apos S ABILITY TO CONTINUE ITS GOLD CONSIGNMENT AGREEMENT In recent years, on average, approximately 50prca of our merchandise has bee n obtained on consignment |
The willingness of vendors to enter into such arrangements may vary substantially from time to time based on a number of factors, including the merchandise involved, the financial resources of vendors , interest rates, availability of financing, fluctuations in gem and gold prices, inflation, our financial condition and a number of other economic or competitiv e conditions in the jewelry business or generally |
In addition, Finlay Jewelryapstas Gold Consignment Agreement allows us to receive consignment merchandise by providing gold, or otherwise making payment, to certain vendors |
As the price o f gold increases, the amount of consigned gold that is available to us is reduced pursuant to the limitations of the Gold Consignment Agreement |
In the event tha t this agreement is terminated, Finlay Jewelry would be required to return the gold or purchase the outstanding gold at the prevailing, and likely higher, gol d price in effect on that date |
TERRORIST ATTACKS, ACTS OF WAR, OR OTHER FACTORS AFFECTING DISCRETIONARY CONSUMER SPENDING MAY ADVERSELY AFFECT OUR INDUSTRY, OUR OPERATIONS AND OUR PROFITABILITY Terrorist activities, armed hostilities and other political instability, as well as a decline in general economic conditions, including the countryapstas financial markets, a decline in consumer credit availability, increases in prevailing interest rates, or increases in energy costs, could materially reduc e discretionary consumer spending particularly with respect to luxury items and, therefore, materially adversely affect our business and financial condition, especially if such changes were to occur in the fourth quarter of our fiscal year |
VOLATILITY IN THE AVAILABILITY AND COST OF PRECIOUS METALS AND PRECIOUS AND SEMI-PRECIOUS STONES COULD ADVERSELY AFFECT OUR BUSINESS The jewelry industry in general is affected by fluctuations in the prices of precious metals and precious and semi-precious stones |
The availability and prices of gold, diamonds and other precious metals and precious and semi-precious stones may be influenced by cartels, political instability in exporting countries and inflation |
Shortages of these materials or sharp change s in their prices could have a material adverse effect on our results of operations or financial condition |
Although we attempt to protect against such fluctuations in the price of gold by entering into gold forward contracts, ther e can be no assurance that these hedging practices will be successful or that hedging transactions will not adversely affect our results of operations or financial condition |
A significant change in prices of key commodities, including gold, could adversely affect our business by reducing operating margins and impacting consumer demand if retail prices are increased significantly |
THE RETAIL JEWELRY BUSINESS IS HIGHLY COMPETITIVE We face competition for retail jewelry sales from national and regional jewelry chains, other department stores, local independently owned jewelry stores, specialty stores, mass merchandisers, catalog showrooms, discounters, direct mail suppliers, internet merchants and televised home shopping |
Some of our competitors are substantially larger and have greater financial resources than us |
WE MAY NOT BE ABLE TO COLLECT PROCEEDS FROM OUR HOST STORES Our license agreements typically require the host stores to remit the net sales proceeds for each month to us approximately three weeks after the end of such month |
However, we cannot assure you that we will timely collect the net sales proceeds due to us from our host stores |
If one or more host stores fail to remit the net sales proceeds for a substantial period of time or during the fourth quarter of our fiscal year 15 due to financial instability, insolvency or otherwise, this could have a material adverse impact on our liquidity |
WE ARE DEPENDENT ON SEVERAL KEY VENDORS AND OTHER SUPPLIERS In 2005, approximately 31prca of sales related to the Finlay departments wer e generated by merchandise obtained from their five largest vendors, and approximately 10prca of sales related to the Finlay departments were generated by merchandise obtained from their largest vendor |
Additionally, merchandise obtained from Carlyleapstas two largest vendors generated approximately 52prca of its sales |
There can be no assurance that we can identify, on a timely basis, alternate sources of merchandise supply in the case of an abrupt loss of any of our significant suppliers |
Additionally, we receive allowances from our vendors through a variety of programs and arrangements, including cooperative advertising |
A significant reduction in the collection of such allowances may negatively impact our future gross margins and/or increase future selling, general and administrative expenses ( "e SG&A "e ), and may reduce future net income |
OUR SUCCESS DEPENDS ON OUR ABILITY TO IDENTIFY AND RAPIDLY RESPOND TO FASHION TRENDS The jewelry industry is subject to rapidly changing fashion trends and shifting consumer demands |
Accordingly, our success depends on the priority tha t our target customers place on fashion and our ability to anticipate, identify and capitalize upon emerging fashion trends |
WE MAY NOT BE ABLE TO SUCCESSFULLY EXPAND OUR BUSINESS OR INCREASE THE NUMBER OF DEPARTMENTS WE OPERATE A significant portion of our growth in sales and income from operations i n recent years has resulted from our ability to obtain licenses to operate departments in new host store groups and the addition of new departments in existing host store groups |
We cannot predict the number of departments we will operate in the future |
WE COULD BE MATERIALLY ADVERSELY AFFECTED IF OUR DISTRIBUTION OPERATIONS ARE DISRUPTED In the event that our distribution facilities were to shut down or otherwise become inoperable or inaccessible for any reason, we could incur higher costs and longer lead times associated with the distribution of merchandise to our stores during the time it takes to reopen or replace the affected facility |
WE ARE HEAVILY DEPENDENT ON OUR MANAGEMENT INFORMATION SYSTEMS AND OUR ABILITY TO MAINTAIN AND UPGRADE THESE SYSTEMS FROM TIME TO TIME The efficient operation of our business is heavily dependent on our management information systems |
In particular, we rely on our inventory and merchandising control systems, which allow us to make better decisions in the allocation and distribution of our merchandise |
Our business and operations could be materially and adversely affected if our systems were inoperable or inaccessible or if we were not able, for any reason, to successfully restore ou r systems and fully execute our disaster recovery plan |
From time to time, we improve and upgrade our management information systems |
If we are unable to maintain and upgrade our systems or to integrate new and updated systems in an efficient and timely manner, our business and results of operations could be materially and adversely affected |
WE DEPEND ON KEY PERSONNEL Our success depends to a significant extent upon our ability to retain ke y personnel, particularly Arthur E Reiner, our Chairman and Chief Executive Officer |
Reinerapstas services or one or more of our current member s of senior management, or our failure to attract talented new employees, could have a material adverse effect on our business |
16 OUR SUBSTANTIAL DEBT AND DEBT SERVICE REQUIREMENTS COULD ADVERSELY AFFECT OUR BUSINESS We currently have a significant amount of debt |
As of January 28, 2006, w e had dlra200dtta0 million of debt outstanding under our Senior Notes |
Additionally, at January 28, 2006, we had dlra10dtta9 million in letters of credit under our dlra225dtta0 million revolving credit facility (the "e Revolving Credit Facility "e ) and borrowings under the Revolving Credit Agreement were reduced to zero by the end of January 2006 |
During 2005, our average revolver balance was dlra79dtta4 million an d we peaked in usage at dlra158dtta2 million, at which point the available borrowings were an additional dlra55dtta9 million |
In addition, as of January 28, 2006, the valu e of gold outstanding under the Gold Consignment Agreement totaled approximately dlra50dtta0 million |
Subject to the terms of the covenants relating to our indebtedness, we may incur additional indebtedness, including secured debt, in the future |
THE TERMS OF OUR DEBT INSTRUMENTS AND OTHER OBLIGATIONS IMPOSE FINANCIAL AND OPERATING RESTRICTIONS The Revolving Credit Agreement, Gold Consignment Agreement and the indenture relating to the Senior Notes contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests |
These covenants include limitations on, or relating to, capital expenditures, liens, indebtedness, investments, mergers, acquisitions, affiliated transactions, management compensation and the payment of dividends and other restricted payments |
Although we are in compliance with our financial covenants as of January 28, 2006, as a result of the Federated/May merger and the impact of the merger on our future results of operations, we have amended our financial covenants for 2006 with respect to the Revolving Credit Agreement and the Gold Consignment Agreement |
THE FUTURE IMPACT OF LEGAL AND REGULATORY ISSUES IS UNKNOWN Our business is subject to government laws and regulations including, but not limited to, employment laws and regulations, state advertising regulations, quality standards imposed by federal law, and other laws and regulations |
A violation or change of these laws could have a material adverse effect on our business, financial condition and results of operations |
In addition, the futur e impact of litigation arising in the ordinary course of business may have an adverse effect on the financial results or reputation of the company |
As of January 28, 2006, Carlyle had a total of 32 leased stores |
Carlyleapstas store leases are generally for a term of ten years, with rent being a fixed minimum base plus, for certain of the stores , a percentage of store sales in excess of a specified threshold |
Carlyle has generally been successful in negotiating leases for new stores and lease renewals |
However, Carlyleapstas business, financial condition and operating result s could be adversely affected if Carlyle is unable to continue to negotiate favorable new and renewal lease terms |
WE COULD HAVE FAILURES IN OUR SYSTEM OF INTERNAL CONTROLS We maintain a documented system of internal controls which is reviewed an d monitored by management, who meet regularly with the Audit Committee of our Board of Directors |
We believe we have a well-designed system to maintain adequate internal controls, however, there can be no assurances that control deficiencies will not arise in the future |
Although we have devoted significant resources to document, test, monitor and improve our internal controls, we cannot be certain that these measures will ensure that our controls will be adequate in the future or that adequate controls will be effective in preventin g fraud |
Any failures in the effectiveness of our internal controls could have a material adverse effect on our operating results or cause us to fail to meet reporting obligations |