EXHIBIT 99.1
CAUTIONARY STATEMENTS FOR PURPOSES
OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Timberland Company (the "Company") wishes to take advantage of The
Private Securities Litigation Reform Act of 1995, which provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information. Prospective information is based on management's then current
expectations or forecasts. Such information is subject to the risk that such
expectations or forecasts, or the assumptions used in making such expectations
or forecasts, may become inaccurate. The following discussion identifies
important factors that could affect the Company's actual results and could cause
such results to differ materially from those contained in forward-looking
statements made by or on behalf of the Company. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise.
RISKS RELATED TO OUR BUSINESS
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
We market our products in highly competitive environments. Many of our
competitors are larger and have substantially greater resources for marketing,
research and development, and other purposes. These competitors include athletic
and other footwear companies, branded apparel companies and private labels
established by retailers. Furthermore, efforts by our footwear competitors to
dispose of their excess inventory could put downward pressure on retail prices
and could cause our wholesale customers to redirect some of their purchases away
from our products.
OUR PRODUCTS MAY NOT APPEAL TO CONSUMERS.
As we continue to market established products and develop new products, our
success depends in large part on our ability to anticipate, understand and react
to changing consumer demands. Our products must appeal to a broad range of
consumers whose preferences cannot be predicted with certainty and are subject
to rapid change. The success of our products and marketing strategy will also
depend on a favorable reception by our wholesale customers. We cannot ensure
that any existing products or brands will continue to be successfully received
by consumers or our wholesale customers. We cannot ensure that any new products
or brands that we introduce will be successfully received by consumers or our
wholesale customers. We believe that our more fashion-focused boots, men's
apparel and women's footwear products are more susceptible to changing fashion
trends and consumer preferences than our other products. Any failure on our part
to anticipate, identify and respond effectively to changing consumer demands and
fashion trends could adversely affect retail and consumer acceptance of our
products and leave us with unsold inventory or missed opportunities. If that
occurs, we may be forced to rely on markdowns or promotional sales to dispose of
excess, slow-moving inventory, which may harm our business. At the same time,
our focus on tight management of inventory may result, from time to time, in not
having an adequate supply of products to meet consumer demand and cause us to
lose sales.
WE DEPEND ON INDEPENDENT MANUFACTURERS TO PRODUCE THE MAJORITY OF OUR PRODUCTS
AND OUR BUSINESS COULD SUFFER IF WE NEED TO REPLACE MANUFACTURERS OR SUPPLIERS
OR FIND ADDITIONAL CAPACITY.
During 2004, we manufactured approximately 9% of our footwear unit volume.
Independent manufacturers and licensees in Asia, Europe, Mexico and South and
Central America produced the remainder of our footwear products and
significantly all of our apparel and accessories products. Independent
manufacturers in China, Vietnam, and Thailand produced approximately 91% of our
2004 footwear unit volume. Three of these manufacturers produced approximately
18% to 23% each of our 2004 footwear volume. If we experience a significant
increase in demand or a manufacturer is unable to ship orders of our products in
a timely manner or to meet our quality standards, then we could miss customer
delivery date requirements for those items, which could result in cancellation
of orders, refusal to accept deliveries or a reduction in purchase prices, any
of which could have a material adverse effect on our financial condition and
results of operations. We compete with other companies for the production
capacity of our manufacturers and import quota capacity. Any long-term economic
downturn could cause our suppliers to fail to make and ship orders placed by us.
There is no assurance that we will be able to maintain current relationships
with our current manufacturers or locate additional manufacturers that can meet
our requirements or manufacture on terms that are acceptable to us.
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WE CONDUCT BUSINESS OUTSIDE THE UNITED STATES WHICH EXPOSES US TO FOREIGN
CURRENCY AND OTHER RISKS.
We manufacture and source a majority of our products outside the United
States. Our products are sold in the U.S. and internationally. Accordingly, we
are subject to the risks of doing business abroad, including, among other risks,
foreign currency exchange rate risks, import restrictions, anti-dumping
investigations, political or labor disturbances, expropriation and acts of war.
Although we pay for the purchase and manufacture of our products primarily in
U.S. dollars, we are routinely subject to currency rate movements on non-U.S.
denominated assets, liabilities and income as we sell goods in local currencies
through our foreign subsidiaries. No assurances can be given that we will be
protected from future changes in foreign currency exchange rates that may impact
our financial condition or performance.
THE LOSS OF ONE OR MORE OF OUR MAJOR SUPPLIERS FOR MATERIALS MAY INTERRUPT OUR
SUPPLIES.
We depend on a limited number of key sources for leather, our principal
material, and other proprietary materials used in our products. In 2004, nine
suppliers provided, in the aggregate, approximately 80% of our leather
purchases. Two of these suppliers provided approximately 32% of our leather
purchases in 2004. While historically we have not experienced significant
difficulties in obtaining leather or other materials in quantities sufficient
for our operations, there have been significant changes in the prices for these
materials. Our gross profit margins are adversely affected to the extent that
the selling prices of our products do not increase proportionately with
increases in the costs of leather and other materials. Any significant
unanticipated increase or decrease in the prices of these commodities could
materially affect our results of operations. As we discussed in our public
filings with the Securities and Exchange Commission during 2001, leather hide
prices increased significantly in 2001 and adversely impacted our gross margins
that year. No assurances can be given that we will be protected from future
changes in the prices for such materials.
OUR BUSINESS COULD BE ADVERSELY IMPACTED BY ANY DISRUPTION TO OUR SUPPLY CHAIN.
Independent manufacturers manufacture a majority of our products outside of
our principal sales markets, which requires us to transport our products through
third parties over large geographic distances. Delays in the shipment or
delivery of our products due to the availability of transportation, work
stoppages or other factors could adversely impact our financial performance.
OUR BUSINESS COULD BE ADVERSELY IMPACTED BY THE FINANCIAL INSTABILITY OF OUR
CUSTOMERS.
We sell our products to wholesale customers and extend credit based on an
evaluation of each customer's financial condition, usually without requiring
collateral. The financial difficulties of a customer could cause us to curtail
doing business with that customer. Our inability to collect from our customers
could have an adverse effect on our business or our financial condition.
WE DEPEND ON SALES FORECASTS WHICH MAY NOT BE ACCURATE AND MAY RESULT IN HIGHER
INFRASTRUCTURE AND PRODUCT INVESTMENTS.
We base our investments in infrastructure and product, in part, on sales
forecasts. We do business in highly competitive markets, and our business is
affected by a variety of factors, including brand awareness, product
innovations, retail market conditions, economic and other factors, changing
consumer preferences, fashion trends, seasonality and weather conditions. One of
our principal challenges is to predict these factors to enable us to match the
production of our products with demand. If sales forecasts are not achieved,
these investments could represent a higher percentage of revenue, and we may
experience higher inventory levels and associated carrying costs, all of which
could adversely affect our financial performance.
DECLINES IN REVENUE IN OUR RETAIL STORES COULD ADVERSELY AFFECT PROFITABILITY.
We have made significant capital investments in opening retail stores and
incur significant expenditures in operating these stores. The higher level of
fixed costs related to our retail organization can adversely affect
profitability, particularly in the first half of the year, as our revenue
historically has been more heavily weighted to the second half of the year. Our
ability to recover the investment in and expenditures of our retail organization
can be adversely affected if sales at our retail stores are lower than
anticipated. Our gross margin could be adversely affected if off-price sales
increase as a percentage of revenue.
WE RELY ON OUR LICENSING PARTNERS TO HELP US PRESERVE THE VALUE OF OUR BRAND.
Since late 1994, we have entered into several licensing agreements which
enable us to expand our brand to product categories and geographic territories
in which we have not had an appreciable presence. The risks associated with our
own products also apply to our licensed products. There are also any number of
possible risks specific to a licensing partner's business, including, for
example, risks associated with a particular licensing partner's ability to
obtain capital, manage its labor relations, maintain relationships with its
suppliers, manage its credit risk effectively, and maintain relationships with
its customers. Although our license agreements prohibit licensing partners from
entering into licensing arrangements with certain of our competitors, generally
our licensing partners are not precluded from
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offering, under other brands, the types of products covered by their license
agreements with us. A substantial portion of sales of the licensed products by
our domestic licensing partners are also made to our largest customers. While we
have significant control over our licensing partners' products and advertising,
we rely on our licensing partners for, among other things, operational and
financial control over their businesses.
THE LOSS OF KEY EXECUTIVES COULD CAUSE OUR BUSINESS TO SUFFER, AND CONTROL BY
MEMBERS OF THE SWARTZ FAMILY, AND THE ANTI-TAKEOVER EFFECT OF MULTIPLE CLASSES
OF STOCK COULD DISCOURAGE ATTEMPTS TO ACQUIRE US.
Sidney W. Swartz, our Chairman, Jeffrey B. Swartz, our President and Chief
Executive Officer, and other executives have been key to the success of our
business to date. The loss or retirement of these or other key executives could
adversely affect us. Sidney W. Swartz and various trusts established for the
benefit of his family or for charitable purposes, hold approximately 69 % of the
combined voting power of our capital stock in the aggregate, enabling him to
control our affairs and to influence the election of the three directors
entitled to be elected by the holders of Class A common stock voting separately
as a class. Members of the Swartz family will, unless they sell substantially
all of their Class B common stock, have the ability, by virtue of their stock
ownership, to prevent or cause a change in control of the Company.
OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A CHANGE OF CONTROL THAT
STOCKHOLDERS MAY CONSIDER FAVORABLE.
Under our Certificate of Incorporation, the board of directors has the
ability to issue and determine the terms of preferred stock. The ability to
issue preferred stock coupled with the anti-takeover provisions of Delaware law
could delay or prevent a change of control or change in management that might
provide stockholders with a premium to the market price of their common stock.
OUR INABILITY TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES COULD IMPACT OUR
BUSINESS.
We compete for talented employees within our industry. We must maintain
competitive compensation packages to recruit and retain qualified employees. Our
failure to attract and retain qualified employees could adversely affect the
sales, design and engineering of our products.
OUR ABILITY TO PROTECT OUR TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS MAY
BE LIMITED.
We believe that our trademarks and other proprietary rights are important
to our success and our competitive position. We devote substantial resources to
the establishment and protection of our trademarks on a worldwide basis. We
cannot ensure that the actions we have taken to establish and protect our
trademarks and other proprietary rights will be adequate to prevent imitation of
our products by others or to prevent others from seeking to block sales of our
products as a violation of the trademarks and proprietary rights of others.
Also, we cannot ensure that others will not assert rights in, or ownership of,
trademarks and other proprietary rights of ours or that we will be able to
successfully resolve these types of conflicts to our satisfaction. We are also
susceptible to injury from parallel trade and counterfeiting of our products. In
addition, the laws of certain foreign countries may not protect proprietary
rights to the same extent as do the laws of the United States.
WE CANNOT ASSURE THE SUCCESSFUL IMPLEMENTATION OF OUR STRATEGY.
As part of our growth strategy, we seek to enhance the premium positioning
of our brand, to extend our brands into complementary product categories and
consumer groups, to expand geographically, and to improve our operational
performance. There can be no assurance that we will be able to successfully
implement any or all of these strategies, which could lead to a decline in our
results in operations, which in turn could have a negative effect on our stock.
THE VALUE OF OUR BRAND, AND OUR SALES, COULD BE DIMINISHED IF WE ARE ASSOCIATED
WITH NEGATIVE PUBLICITY.
While our staff and third-party compliance auditors periodically visit and
monitor the operations of our vendors, independent manufacturers and licensees,
we do not control these vendors or independent manufacturers or their labor
practices. A violation of our vendor policies, labor laws or other laws by these
vendors or independent manufacturers could interrupt or otherwise disrupt our
sourcing or damage our brand image. Negative publicity, for these or other
reasons, regarding our company, brand or products, including licensed products,
could adversely affect our reputation and sales.
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RISKS RELATED TO OUR INDUSTRY
WE FACE INTENSE COMPETITION IN THE WORLDWIDE FOOTWEAR AND APPAREL INDUSTRY,
WHICH MAY IMPACT OUR SALES.
We face a variety of competitive challenges from other domestic and foreign
footwear and apparel producers, some of which may be significantly larger and
more diversified and have greater financial and marketing resources than we
have. We compete with these companies primarily on the basis of anticipating and
responding to changing consumer demands in a timely manner, maintaining
favorable brand recognition, developing innovative, high-quality products in
sizes, colors and styles that appeal to consumers, providing strong and
effective marketing support, creating an acceptable value proposition for retail
customers, ensuring product availability and optimizing supply chain
efficiencies with manufacturers and retailers, and obtaining sufficient retail
floor space and effective presentation of our products at retail. Increased
competition in the worldwide footwear and apparel industries, including
Internet-based competitors, could reduce our sales, prices, and margins and
adversely affect our results of operations.
A DOWNTURN IN THE ECONOMY MAY AFFECT CONSUMER PURCHASES OF DISCRETIONARY ITEMS
AND RETAIL PRODUCTS, WHICH COULD ADVERSELY AFFECT OUR SALES.
The industries in which we operate are cyclical. Many factors affect the
level of consumer spending in the footwear and apparel industries, including,
among others general business conditions, interest rates, the availability of
consumer credit, weather, taxation, and consumer confidence in future economic
conditions. Consumer purchases of discretionary items, including our products,
may decline during recessionary periods and also may decline at other times when
disposable income is lower. A downturn in the economies in which we, or our
licensing partners, sell our products, whether in the United States or abroad,
may adversely affect our sales. Our gross margin could also be adversely
affected if off-price sales increase as a percentage of revenue.
RETAIL TRENDS COULD RESULT IN DOWNWARD PRESSURE ON OUR PRICES.
With the growing trend toward retail trade consolidation, we increasingly
depend upon a reduced number of key retailers whose bargaining strength is
growing. Changes in the policies of these retail trade customers, such as
increased at-once ordering, limitations on access to shelf space and other
conditions may result in lower net sales. Further consolidations in the retail
industry could result in price and other competition that could damage our
business.
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