320333--3/7/2007--HANOVER_DIRECT

related topics

{control, financial, internal}

{customer, product, revenue}

{stock, price, share}

{interest, director, officer}

{product, market, service}

{personnel, key, retain}

{debt, indebtedness, cash}

{financial, litigation, operation}

{regulation, government, change}

{operation, international, foreign}

{competitive, industry, competition}

{system, service, information}

{provision, law, control}

Factors That May Affect Future Results. We have a majority shareholder who controls the Board and is also a secured lender and we have entered into a merger agreement with the majority shareholder to take the Company private. We have no independent directors and thus lack one of the traditional procedural safeguards for the protection of the interests of minority shareholders. If the going private transaction does not occur, shareholders will be subject to numerous operating risks of our business. There is limited liquidity in our shares of Common Stock . We have experienced several years of operating losses. We are dependent on having sufficient financing to meet our requirements and our senior credit facility mature in July 2007. Our Series C Preferred Stock began to accrue dividends in 2006 and is subject to mandatory redemption in 2009. The ongoing SEC inquiry may adversely affect us in the future. In light of the material weaknesses in our internal controls identified by our prior auditors there can be no assurance that other material weaknesses will not develop or be discovered in the future. Our success depends on our ability to publish the optimal number of catalogs to the correct target customer with merchandise that our target customers will purchase. Our catalogs are in highly competitive markets. We must effectively manage our inventories and control our product fulfillment costs We rely on third party suppliers for a majority of our merchandise. Because we import an increasing portion of our merchandise from overseas, we have greater exposure to the risks associated with international shipments, customs, export controls, etc. Our success is dependent on the performance of our vendors and service providers. Our business is subject to a number of external costs that we are unable to control. Our management team is critical to our success. We are dependent on the continued growth of Internet sales and must effectively manage our Internet spending. We have not fully assessed the effectiveness of our internal controls over financial reporting. If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements and cause a default under our credit facilities, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock. We receive a material portion of our operating profits from our sale of third party membership services and we switched service providers twice during 2006. We derive a portion of our revenues by providing fulfillment services to third parties.

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320333--3/7/2007--HANOVER_DIRECT_INC