GAIAM INC Item 1A Risk Factors We wish to caution you that there are risks and uncertainties that could cause our actual results to be materially different from those indicated by forward looking statements that we make from time to time in filings with the Securities and Exchange Commission, news releases, reports, proxy statements, registration statements and other written communications as well as oral forward looking statements made from time to time by our representatives |
These risks and uncertainties include, but are not limited to, those risks described below |
Additional risks and uncertainties not presently known to us or those we currently deem immaterial also may impair our business operations, and historical results are not necessarily an indication of the future results |
The cautionary statements below discuss important factors that could cause our business, financial condition, operating results and cash flows to be materially adversely affected |
Changes in general economic conditions could have a material impact on our business Our results of operations could be impacted by changes in overall economic conditions that impact consumer spending |
Future economic conditions affecting disposable income such as employment levels, consumer confidence, business conditions, stock market volatility, weather conditions, acts of terrorism, threats of war, and interest and tax rates could reduce consumer spending or cause consumers to shift their spending away from our products |
If the economic conditions and performance of the retail and media environment worsen, we may experience material adverse impacts on our business, operating results and financial condition |
Increased competition could impact our financial results We believe that the LOHAS market has thousands of small, local and regional businesses |
Some smaller businesses may be able to more effectively personalize their relationships with customers, thereby gaining a competitive advantage |
Although we believe that we do not compete directly with any single company that offers our entire range of merchandise, within each merchandise category we have competitors and we may face competition from new entrants |
Some of our competitors or our potential competitors may have greater financial and marketing resources and greater brand recognition |
In addition, larger, well-established and well-financed entities may acquire, invest in or form joint ventures with our competitors |
Increased competition from these or other competitors could negatively impact our business |
Changing consumer preferences may have an adverse effect on our business Our business is targeted at consumers who assign high value to personal development, healthy lifestyles, responsible media, renewable energy and the environment |
A decrease of consumer interest in purchasing goods and services that promote the values we espouse would materially and adversely affect our customer base and sales revenues and, accordingly, our financial prospects |
Further, consumer preferences and product trends are difficult to predict |
Our future success depends in part on our ability to anticipate and respond to changes in consumer preferences and we may not respond in a timely or commercially appropriate manner to such changes |
Failure to anticipate and respond to changing consumer preferences and product trends could lead to, among other things, lower sales of our products, increased merchandise returns and lower margins, which would have a material adverse effect on our business |
Our strategy of offering branded products could lead to inventory risk and higher costs An important part of our strategy is to feature branded products |
These products are sold under our brand names and are manufactured to our specifications |
We expect our reliance on branded merchandise to increase |
The 10 ______________________________________________________________________ use of branded merchandise requires us to incur costs and risks relating to the design and purchase of products, including submitting orders earlier and making longer initial purchase commitments |
In addition, the use of branded merchandise limits our ability to return unsold products to vendors, which can result in higher markdowns in order to sell excess inventory |
Our commitment to customer service typically results in us keeping a high level of merchandise in stock so we can fill orders quickly |
Consequently, we run the risk of having excess inventory, which may also contribute to higher markdowns |
Our failure to successfully execute a branded merchandise strategy or to achieve anticipated profit margins on these goods, or a higher than anticipated level of overstocks, may materially adversely affect our revenues |
We offer our customers liberal merchandise return policies |
Our consolidated financial statements include a reserve for anticipated merchandise returns, which is based on historical return rates |
It is possible that actual returns may increase as a result of factors such as the introduction of new merchandise, changes in merchandise mix or other factors |
Any increase in our merchandise returns will correspondingly reduce our revenues |
Acquisitions may harm our financial results Acquisitions have been part of our growth and may continue to be part of our growth in the future |
Our acquisitions may be of entire companies, certain assets of companies, controlling interests in companies or of minority interests in companies where we intend to invest as part of a strategic alliance |
If we are not successful in integrating companies that we acquire or are not able to generate adequate sales from the acquired entities, our business could be materially and adversely affected |
The loss of the services of our key personnel could disrupt our business We depend on the continued services and performance of our senior management and other key personnel, particularly Jirka Rysavy and Lynn Powers |
Our strategy of allowing the management teams of some acquired companies to continue to exercise significant management responsibility for those companies makes it important that we retain key employees, particularly the sales and creative teams, of the companies we might acquire |
Our founder and chief executive officer Jirka Rysavy controls Gaiam Mr |
Rysavy holds 100prca of Gaiam’s 5cmam400cmam000 outstanding shares of class B common stock and also owns 1cmam664cmam000 shares of class A common stock |
The shares of class B common stock are convertible into shares of class A common stock at any time |
Each share of class B common stock has ten votes per share, and each share of class A common stock has one vote per share |
Consequently, Mr |
Rysavy is able to vote a majority of our stock, and will be able to exert substantial influence over Gaiam and to control matters requiring approval by the shareholders of Gaiam, including the election of directors, increasing our authorized capital stock, or a merger or sale of our assets |
Rysavy’s control, no change of control of Gaiam can occur without Mr |
Rysavy entered into certain agreements with Revolution Living, LLC and its founder, Steve Case that could have a negative impact on Gaiam |
Our success depends on the value of the Gaiam brand Because of our reliance on sales of proprietary products, our success depends on the Gaiam brand |
Building and maintaining recognition of the Gaiam brand are important to attracting and expanding our customer base |
If the value of the Gaiam brand were adversely affected, we cannot be certain that we will be able to attract new customers, retain existing customers or encourage repeat purchases, and if the value of our brand were to diminish, our revenues, results of operations and prospects would be adversely affected |
Disputes concerning media content and intellectual property may adversely affect us Most of our media content is subject to arrangements with third parties pursuant to which we have licensed certain rights to use and distribute media content owned by third parties or have licensed to third parties certain rights to use and distribute media content that we own |
In addition, we have a number of agreements with third parties concerning the use of our media content and intellectual property, including agreements regarding royalties, distribution, duplication, etc Allegations that we do not have rights to use media content and other disputes arising from such arrangements can be costly and may have a material adverse impact on our results |
11 ______________________________________________________________________ We are dependent on third party suppliers for the success of our proprietary products We are dependent on the success of our proprietary products, and we rely on a select group of manufacturers to provide us with sufficient quantities to meet our customers’ demands in a timely manner, produce these products in a humane and safe environment for both their workers and the planet, maintain quality standards consistent with the Gaiam brand, and meet certain pricing guarantees |
Our sourcing of these products overseas continues to increase, and these arrangements carry risks associated with relying on products manufactured outside of the US, including political unrest and trade restrictions, currency fluctuations, transportation difficulties, work stoppages, and other uncertainties |
In addition, a number of our suppliers are small companies, and some of these vendors may not have sufficient capital, resources or personnel to increase their sales to us or to meet our needs for increased commitments from them |
The failure of our suppliers to provide sufficient quantities of our proprietary products could decrease our revenues, increase our costs, and damage our customer service reputation |
We rely on communications and shipping networks to deliver our products Given our emphasis on customer service, the efficient and uninterrupted operation of order-processing and fulfillment functions is critical to our business |
To maintain a high level of customer service, we rely heavily on a number of different outside service providers, such as printers, telecommunications companies and delivery companies |
Any interruption in services from our principal outside service providers, including delays or disruptions resulting from labor disputes, power outages, human error, adverse weather conditions or natural disasters, could materially adversely affect our business |
In addition, products that we source overseas must be shipped to our distribution center by freight carriers, and a work stoppage or political unrest could adversely affect our ability to fulfill our customer orders |
Information systems upgrades or integrations may disrupt our operations or financial reporting We continually evaluate and upgrade our management information systems, which are critical to our business |
These systems assist in processing orders, managing inventory, purchasing and shipping merchandise on a timely basis, responding to customer service inquiries, and gathering and analyzing operating data by business segment, customer, and SKU (a specific identifier for each different product) |
We are required to continually update these systems |
Furthermore, if we acquire other companies, we will need to integrate the acquired companies’ systems with ours, a process that could be time-consuming and costly |
If our systems cannot accommodate our growth or if they fail, we could incur substantial expenses |
Additionally, our success in E-commerce will depend upon our ability to provide a compelling and satisfying shopping experience |
To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our online technology |
A material security breach could cause us to lose sales, damage our reputation or result in liability to us Our computer servers may be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions |
We may need to expend significant additional capital and other resources to protect against a security breach or to alleviate problems caused by any breaches |
Our relationships with our customers may be adversely affected if the security measures that we use to protect personal information such as credit card numbers are ineffective |
We currently rely on security and authentication technology that we license from third parties |
We may not prevent all security breaches |
Our systems may fail or limit user traffic, which would cause us to lose sales We support most of our business through our call center in Broomfield, Colorado |
Even though we have back up arrangements, we are dependent on our ability to maintain our computer and telecommunications equipment in this center in effective working order and to protect against damage from fire, natural disaster, power loss, telecommunications failure or similar events |
In addition, growth of our customer base may strain or exceed the capacity of our computer and telecommunications systems and lead to degradations in performance or systems failure |
We have experienced capacity constraints and failure of information systems in the past that have resulted in decreased levels of service delivery or interruptions in service to customers for limited periods of time |
Although we continually review and consider upgrades to our technical infrastructure and provide for system redundancies and backup power to limit the likelihood of systems overload or failure, substantial damage to our systems or a systems 12 ______________________________________________________________________ failure that causes interruptions for a number of days could adversely affect our business |
Additionally, if we are unsuccessful in updating and expanding our infrastructure, including our call center, our ability to grow may be constrained |
Government regulation of the Internet and E-commerce is evolving and unfavorable changes could harm our business We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and E-commerce |
Such existing and future laws and regulations may impede the growth of the Internet or other online services |
These regulations and laws may cover taxation, user privacy, pricing, content, copyrights, distribution, consumer protection, the provision of online payment services and quality of products and services |
There is lack of clarity on how existing laws governing issues such as property ownership, sales and other taxes and personal privacy apply to the Internet and E-commerce |
Unfavorable resolution of these issues may harm our business |
We may face legal liability for the content contained on our website We could face legal liability for defamation, negligence, copyright, patent or trademark infringement, personal injury or other claims based on the nature and content of materials that we publish or distribute on our website |
If we are held liable for damages for the content on our website, our business may suffer |
com to be a trustworthy and dependable provider of information and services |
Allegations of impropriety, even if unfounded, could therefore have a material adverse effect on our reputation and our business |
Relying on our centralized fulfillment center could expose us to losing revenue Prompt and efficient fulfillment of our customers’ orders is critical to our business |
Our facility in Cincinnati, Ohio handles our fulfillment functions and some customer-service related operations, such as returns processing |
A majority of our orders are filled and shipped from the Cincinnati facility |
The balance is shipped directly from suppliers |
Because we rely on a centralized fulfillment center, our fulfillment functions could be severely impaired in the event of fire, extended adverse weather conditions, transportation difficulties or natural disasters |
Because we recognize revenue only when we ship orders, interruption of our shipping would diminish our revenues |
We may face quarterly and seasonal fluctuations that could harm our business Our revenue and results of operations have fluctuated and will continue to fluctuate on a quarterly basis as a result of a number of factors, including the timing of catalog offerings, timing of orders from retailers, recognition of costs or net sales contributed by new merchandise, fluctuations in response rates, fluctuations in paper, production and postage costs and expenses, merchandise returns, adverse weather conditions that affect distribution or shipping, shifts in the timing of holidays and changes in our merchandise mix |
In particular, our net sales and profits have historically been higher during the fourth quarter holiday season |
We believe that this seasonality will continue in the future |
Postage and shipping costs may increase and therefore increase our expenses We ship our products, catalogs, and lifestyle publications to consumers and the cost of shipping is a material expenditure |
Postage and shipping prices increase periodically and can be expected to increase in the future |
Any inability to secure suitable or commercially favorable prices or other terms for the delivery of our merchandise and catalogs could have a material adverse effect on our financial condition and results of operations |
Our business is subject to reporting requirements that continue to evolve and change, which could continue to require significant compliance effort and resources |
Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded |
These entities, including the Public Company Accounting Oversight Board, the SEC and the NASDAQ, periodically issue new requirements and regulations and legislative bodies also review and revise applicable laws such as the Sarbanes-Oxley Act of 2002 |
As interpretation and implementation of these 13 ______________________________________________________________________ laws and rules and promulgation of new regulations continues, we will continue to be required to commit significant financial and managerial resources and incur additional expenses |