1
EXHIBIT 99
IMPORTANT FACTORS REGARDING
FORWARD-LOOKING STATEMENTS
The Company may occasionally make forward-looking statements and estimates, such
as forecasts and projections of the Company's future performance or statements
of management's plans and objectives. These forward-looking statements, made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, may be contained in SEC filings, Annual Reports to
Stockholders, Press Releases and oral statements, among others, made by the
Company. Actual results could differ materially from those in such
forward-looking statements. Therefore, no assurances can be given that the
results in such forward-looking statements will be achieved. Important factors
that could cause the Company's actual results to differ from those contained in
such forward-looking statements include, among others, the factors mentioned
below.
NEW PRODUCT INNOVATION AND TIMELINES
OF PRODUCT INTRODUCTIONS
The growth of the Company has been, and will continue to be, dependent upon its
ability to create new innovative products and to introduce such new products to
the market in a timely fashion. There can be no assurance that the Company will
continue to generate new product ideas, that such products will be brought to
the market in a timely fashion, or that such new products will be well-received
by retailers or consumers. Timely product introductions are essential in the
juvenile products industry because the Company's orders are cancelable by
customers and, in some cases, subject to monetary penalties imposed by
customers, if agreed-upon delivery dates are not met. As a result, the inability
to introduce products in a timely fashion could have adverse impact on the
Company's sales and earnings. The continued growth of the Company will also
depend in part on the successful introduction of higher-priced products. There
can be no assurance that the Company will be able to successfully develop and
introduce such products.
In 1999, the Company expects to introduce certain mouthable products that have
not been made with the plastics softener disononyl phthalate, to replace the
phthalate-containing mouthable products which were returned by certain retailers
in the fourth quarter of 1998. There can be no assurance that the Company will
be able to identify alternative materials to produce phthalate-free mouthable
products that are safer; that such products will be well received by retailers
or consumers; or that there will be no delays in introducing such phthalate-free
mouthable products in 1999. The failure to do any of the foregoing, could have
an adverse impact on the Company's sales and earnings.
2
RELIANCE ON LICENSED PRODUCTS
A substantial factor contributing to the growth in the Company's net sales in
the past few years has been its sale of products featuring cartoon characters
licensed from other parties, including the use of Winnie the Pooh characters
licensed from The Walt Disney Company, and Sesame Street characters licensed
from The Children's Television Workshop in the USA and in various countries all
over the world. These licenses have fixed terms and limit the type of products
that may be sold under the license. A major licensing agreement, which was to
expire at the end of 1998, has been extended through March 31, 1999. Sales of
products licensed under the agreement amounted to 42% of the Company's total net
sales for the year ended December 31, 1998. Management is in the process of
negotiating a renewal of this agreement. While management expects the licensing
agreement to be renewed, non-renewal of this licensing agreement or, renewal on
terms not favorable to the Company could have a material adverse affect on the
Company's business.
DEPENDENCE ON CONSUMER PREFERENCES
The continued success of the Company's business depends in part on the continued
consumer demand for its juvenile products and the Company's ability to
anticipate, gauge, and respond to changing consumer demands for juvenile
products in a timely manner. Changes in consumer preferences, such as consumers
abandoning traditional retailers, shopping on the internet, general economic
decline, or less favorable demographic trends related to childbirth, among other
factors, could have a material adverse effect on the Company's sales and
earnings.
DEPENDENCE UPON MAJOR CUSTOMERS AND MASS MERCHANDISERS
The Company's largest customer, Wal*Mart, accounted for approximately 29% of net
sales in 1998 and the three largest customers of the Company, Wal*Mart, Toys "R"
Us, and Target accounted for approximately 55% of net sales in 1998. A
significant reduction of purchases by any one of these customers could have a
material adverse effect on the Company's sales. There could also be a negative
effect on the Company's business if any significant customer becomes insolvent
or otherwise fails to pay its debts.
CHANGES IN THE RETAIL INDUSTRY
The Company could be materially adversely affected by conditions in the retail
industry in general, including consolidation and the resulting decline in the
number of retailers, and other cyclical economic factors. Also, changes in the
way retailers and particularly mass merchandisers do business, such as the
creation of competing private-label brands by such retailers, could result in
significant reduction of purchases of the Company's products by such retailers
and thereby have a materially adverse effect on the Company's sales and
earnings.
- 2 -
3
COMPETITION
Competition is intense in the juvenile product markets in which the Company
sells its products. The Company competes with a large number of other companies
both domestic and foreign, some of which have diversified product lines,
well-known brands and financial, distribution, and marketing and consumer
advertising resources substantially greater than those of the Company. Also, a
major technological breakthrough or marketing success by a competitor could
adversely affect the Company's competitive position. In addition, in countries
where the juvenile products market is mature, particularly in the USA, sales
growth is partly dependent on the Company's increasing its market share at the
expense of its competitors. There can be no assurance that the Company will be
able to continue to compete effectively in the juvenile products market.
RELIANCE ON CONTRACT AND FOREIGN MANUFACTURERS
The Company does not own or operate its own manufacturing facilities. The
Company depends upon independent manufacturers to manufacture high-quality
products in a timely manner and relies upon the availability of sufficient
production capacity at its existing manufacturers or the ability to utilize
alternative sources of supply. A failure by one or more of the Company's
significant manufacturers to meet established criteria for pricing, product
quality or timeliness could negatively impact the Company's sales and
profitability. In addition, if the Company were to experience significant
shortages in raw materials or components used in its products, it could have a
negative effect on the Company's business, including increased cost or
difficulty in delivering products.
A substantial portion of the Company's products sold in 1998 was manufactured in
Asia. The Company is subject to the usual risks of a business involving foreign
suppliers, such as currency fluctuations, government regulation of fund
transfers, export and import duties, trade limitations imposed by the United
States or foreign governments, and political and labor instability. In
particular there are a number of trade-related and other issues creating
significant friction between the governments of the United States and China, and
the imposition of punitive import duties on certain categories of Chinese
products has been threatened in the past and may be implemented in the future.
Although the Company continues to evaluate alternative sources of supply outside
of China, there can be no assurance that the Company will be able to develop
alternative sources of supply in a timely and cost-effective manner.
The Company has no long-term manufacturing agreements with its suppliers and
competes with other juvenile product companies,
- 3 -
4
including companies that are much larger than the Company, for access to
production facilities. In December, 1996, the Company entered into an agreement
with Exergen Corporation to jointly design and develop the Company's ComforTemp
thermometer. The Company is dependent on Exergen for Exergen's technology and
proprietary components. There can be no assurance that the Company will continue
to obtain such proprietary components from Exergen.
The Company, because of its substantial reliance on suppliers in foreign
countries, is required to order products further in advance of customer orders
than would generally be the case if such products were produced in the United
States. The risk of ordering products in this manner is greater during the
initial introduction of new products since it is difficult to determine the
demand for such products.
INVENTORY RISK
The juvenile products industry has relatively long lead times for design and
production of product and thus, the Company must commit to production tooling
and in some cases to production in advance of orders. If the Company fails to
accurately forecast consumer demand or if there are changes in consumer
preferences or market demand after the Company has made such production
commitments, the Company may encounter difficulty in filling customer orders or
in liquidating excess inventory, or may find that retailers are canceling orders
or returning product, all of which may have an adverse effect on the Company's
sales, its margins, profit, and brand image. In addition, the Company must pay
for certain tooling if it does not satisfy minimum production quantities.
COST AND AVAILABILITY OF CERTAIN MATERIALS
Plastic and paperboard are significant cost components of the Company's products
and packaging. Because the primary resource used in manufacturing plastic is
petroleum, the cost and availability of plastic for use in the Company's
products varies to a great extent with the price of petroleum. The inability of
the Company's suppliers to acquire sufficient plastic or paperboard at
reasonable prices would adversely affect the Company's ability to maintain its
profit margins in the short term. In the fourth quarter of 1998, the Company
adopted a policy to introduce to the market phthalate-free versions of almost
all of its mouthable products in 1999. There can be no assurance that the
Company will be able to identify alternative materials to produce phthalate-free
mouthable products that are safer; that there will be no delays in introducing
such phthalate-free mouthable products in 1999; or that it will be able to
introduce phthalate-free mouthable products that are acceptable to retailers and
consumers in terms of price and quality.
- 4 -
5
INTERNATIONAL SALES
The continued growth of the company will also depend in part on increasing its
international sales. The Company's international sales in 1998 accounted for
approximately 12.6% of the Company's total net sales. International sales are
subject to downturns in the economies and fluctuations in the currencies of
foreign countries, and changes in the economic conditions and buying power of
consumers in foreign markets, particularly in Asia, Russia, Latin and South
America. There can be no assurance that the Company will be successful in
expanding its international sales operations.
PRODUCT LIABILITY RISKS
The Company's juvenile products are used for and by small children and infants.
The Company carries product liability insurance in amounts which management
deems adequate to cover risks associated with such use; however, there can be no
assurance that existing or future insurance coverage will be sufficient to cover
all product liability risks.
GOVERNMENT REGULATIONS
The Company's products are subject to the provisions of the Federal Consumer
Safety Act, the Federal Hazardous Substances Act, the Federal Flammable Fabrics
Act, and the Child Safety Protection Act (the "Acts") and the regulations
promulgated thereunder. The Acts authorize the Consumer Product Safety
Commission (the "CPSC") to protect the public from products which present a
substantial risk of injury. The CPSC can require the repurchase or recall by the
manufacturer of articles which are found to be defective, and impose fines or
penalties on the manufacturer, or to recommend the recall of products containing
chemicals or other materials deemed by the CPSC to be harmful to children and
infants. Similar laws exist in some states and cities and in other countries in
which the Company markets its products. Any recall of its products could have a
material adverse effect on the Company, depending on the particular product.
YEAR 2000 COMPLIANCE
The Company is dependent on its suppliers and distributors to implement changes
to their computer systems in order to become Year 2000 compliant. The Company is
also dependent on the infrastructure and the utility systems of the countries in
which its products are made and delivered to, to be operating normally in the
year 2000 and beyond. The Company may need to build up inventory in the U.S.A.
in 1999 and beyond because of the possible disruption in the normal operation of
the infrastructure of such countries. The failure of its suppliers,
distributors, utility companies, shipping carriers and other similar third
parties in the countries in which the Company's products are made or delivered
to be Year 2000 compliant could have a material adverse effect on the Company's
sales and earnings.
- 5 -
6
BRAND RECOGNITION
A company's brand recognition is becoming increasingly important with consumers
of juvenile products. Some of the Company's competitors have more recognizable
brands than the Company. The Company intends to enhance its brand recognition,
but there can be no assurance that such endeavors will be successful. The
Company's inability to enhance its brand recognition could have a material
adverse impact on the Company's sales.
- 6 -