Approximate date of admission of proposed auction to the public: From time to time afterward the able date of this allotment statement.
If any of the antithesis actuality registered on this Form are to be offered on a delayed or connected abject pursuant to Rule 415 beneath the Antithesis Act of 1933, assay the afterward box. ý
If this Form is filed to annals added antithesis for an alms pursuant to Rule 462(b) beneath the Antithesis Act, amuse assay the afterward box and account the Antithesis Act allotment account cardinal of the beforehand able allotment account for the aforementioned offering. ¨
If this Form is a post-effective alteration filed pursuant to Rule 462(c) beneath the Antithesis Act, assay the afterward box and account the Antithesis Act allotment account cardinal of the beforehand able allotment account for the aforementioned offering. ¨
If this Form is a post-effective alteration filed pursuant to Rule 462(d) beneath the Antithesis Act, assay the afterward box and account the Antithesis Act allotment account cardinal of the beforehand able allotment account for the aforementioned offering. ¨
Indicate by assay mark whether the apprentice is a ample accelerated filer, an accelerated filer, a non-accelerated filer, a abate advertisement aggregation or an arising beforehand company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller advertisement company” and “emerging beforehand company” in Rule 12b-2 of the Barter Act.
An beforehand in our accustomed banal involves a aerial bulk of risk. Afore authoritative an beforehand accommodation you should anxiously apprehend and accede the risks declared below, calm with all of the added advice included or congenital by advertence in this prospectus, including, afterwards limitation, the advice in the area advantaged “Item 1A. – Accident Factors” in the 2017 10-K, or articular in added alternating letters that we book with the SEC. If any of the risks listed in the 2017 10-K or added filings with the SEC, or any of the afterward risks absolutely occur, our business, banking condition, and/or after-effects of operations could be materially abnormally affected. In that case, the bazaar bulk of our accustomed banal offered by this announcement could decline, and you may lose all or allotment of your investment. You should apprehend the area advantaged “Forward-Looking Statements” aloft for a altercation of what types of statements are avant-garde statements, as able-bodied as the acceptation of such statements in the ambience of this prospectus. Added risks and uncertainties of which we are anon blind or that we currently account immaterial may additionally access a absolute adverse aftereffect on our business.
Risks Accompanying to Our Assay Committee Assay and Consecutive Administering Review, Circumscribed Banking Statements, Centralized Controls and Accompanying Matters
The accounting assay of our ahead issued circumscribed banking statements and the audits of years assured December 31, 2015, 2016 and 2017 were time-consuming and expensive, and may aftereffect in added expense.
We access incurred cogent expenses, including audit, legal, consulting and added able fees, in affiliation with the Assay Committee (the “Audit Committee”) of our Lath of Directors’ (“Board”) investigation, the assay of our accounting, the audits and the advancing remediation of deficiencies in our centralized ascendancy over banking reporting. We access taken a cardinal of accomplish in acclimation to strengthen our accounting activity and attack to abate the accident of approaching ceremony and errors in accounting determinations. To the admeasurement these accomplish are not successful, we could be afflicted to admission cogent added time and expense. The incurrence of cogent added expense, or the affirmation that administering allot cogent time that could abate the time accessible to assassinate on our business strategies, could access a absolute adverse aftereffect on our business, after-effects of operations and banking condition.
We access articular deficiencies in our centralized ascendancy over banking advertisement which resulted in absolute weaknesses in our centralized ascendancy over banking advertisement and access assured that our centralized ascendancy over banking advertisement was not able as of December 31, 2017 and our acknowledgment controls and procedures were not able as of June 30, 2018. If we abort to appropriately remediate these or any approaching absolute weaknesses or deficiencies or to beforehand able and able centralized controls, added absolute misstatements in our banking statements could activity and blemish our adeptness to aftermath authentic and adapted banking statements and could abnormally affect broker aplomb in our banking reports, which could abnormally affect our business.
We access assured that our centralized ascendancy over banking advertisement was not able as of December 31, 2017 due to the actuality of absolute weaknesses in such controls, and we access additionally assured that our acknowledgment controls and procedures were not able as of June 30, 2018 due to absolute weaknesses in our ascendancy over banking reporting, all as declared in Item 9A, “Controls and Procedures,” of the 2017 10-K and Item 4, “Controls and Procedures” of our Anniversary Abode on Form 10-Q for the anniversary aeon assured June 30, 2018. While we accomplished allusive remediation efforts during 2016 and 2017 and access connected to accomplish beforehand in 2018 to abode the articular weaknesses, we were not able to absolutely remediate our absolute weaknesses in centralized controls as of June 30, 2018, and we cannot lath affirmation that our remediation efforts will be able to acquiesce us to accomplish that such controls will be able as of December 31, 2018. We additionally cannot assure you that added absolute weaknesses in our centralized ascendancy over banking advertisement will not appear or be articular in the future. We intend to abide our ascendancy remediation activities and to abide to beforehand our operational, advice technology, banking systems, and basement procedures and controls, as able-bodied as to abide to expand, train, absorb and administer our cadre who are basic to able centralized controls. In accomplishing so, we will abide to admission costs and expend administering time.
If our remediation measures are bereft to abode the articular deficiencies, or if added deficiencies in our centralized ascendancy over banking advertisement are apparent or activity in the future, our circumscribed banking statements may lath absolute misstatements and we could be adapted to recapitulate our banking results. Moreover, because of the inherent limitations of any ascendancy system, absolute misstatements due to absurdity or artifice may not be prevented or detected
on a adapted basis, or at all. If we are clumsy to lath reliable and adapted banking letters in the future, our business and acceptability may be added harmed. Restated banking statements and failures in centralized controls may additionally account us to abort to accommodated advertisement obligations, abnormally affect broker aplomb in our administering and the accurateness of our banking statements and disclosures, or aftereffect in adverse publicity and apropos from investors, any of which could access a abrogating aftereffect on the bulk of our accustomed stock, accountable us to added authoritative investigations and penalties or actor litigation, and materially abnormally appulse our business and banking condition.
The filing of our 2017 10-K may not accomplish us “current” in our Barter Act filing obligations, which agency we absorb assertive abeyant accountability and may not be able to use assertive forms or await on assertive rules of the SEC.
On March 23, 2018, we filed the 2017 10-K, which constituted a “comprehensive” Anniversary Abode on Form 10-K, or “Super 10-K”, and contains our audited circumscribed antithesis bedding as of December 31, 2017 and 2016 and the accompanying audited circumscribed statements of operations and absolute loss, stockholders’ disinterestedness and banknote flows for the years assured December 31, 2017, 2016 and 2015, forth with called unaudited abridged circumscribed banking abstracts for the years assured December 31, 2014 (restated) and 2013 (restated). Concurrently with filing our 2017 10-K, we filed unaudited anniversary and year to date abridged circumscribed banking statements and anniversary letters for anniversary of the abode assured March 31, June 30 and September 30, 2017 (collectively, the “2017 10-Qs”). We followed ahead issued advice from the agents of the SEC’s Division of Association Accounts (the “Staff”) with account to filing a absolute anniversary abode on Form 10-K area issuers access been behind in affair their alternating advertisement requirements with the SEC. In accordance with such guidance, our filing of the 2017 10-K does not necessarily beggarly that the Agents will accomplish that the Aggregation has complied with all applicative banking account requirements or complied with all advertisement requirements of the Barter Act, nor does it foreclose any administering activity by the SEC with account to the Company’s disclosure, filings or failures to book letters beneath the Barter Act. We access not amended, and do not intend to amend, our ahead filed Anniversary Letters on Form 10-K or Anniversary Letters on Form 10-Q for the periods afflicted by the restatements of our circumscribed banking statements. We additionally do not intend to book abstracted Anniversary Letters on Form 10-K for the years assured December 31, 2015 and December 31, 2016 or Anniversary Letters for the 2016 acting periods. Afterwards the missing reports, investors may not be able to assay assertive banking and added disclosures that would access been independent in those reports. We access been accustomed in our alternating advertisement requirements back the filing of the 2017 10-K.
We and assertive of our accustomed and aloft admiral and admiral were called in actor chic activity lawsuits and acquired lawsuits accompanying to the alliance with Rentrak Association and affairs that gave acceleration to our digest and connected filing adjournment in filing our alternating letters with the SEC, and may be called in added litigation, government investigations and proceedings, which could crave cogent added administering time and attention, aftereffect in cogent added acknowledged costs or aftereffect in government administering actions, any of which could access a absolute adverse appulse on our after-effects of operations, banking condition, clamminess and banknote flows.
We and assertive of our accustomed and aloft admiral and admiral were called in actor chic activity lawsuits and acquired lawsuits apropos to the alliance with Rentrak Association and the affairs articular in the Assay Committee’s assay and assay and acquiescence efforts, and may become accountable to added litigation, government investigations or affairs arising out of the restatement. The aloft activity and settlements were, and any approaching litigation, assay or added accomplishments that may be filed or accomplished adjoin us or our accustomed or aloft admiral or admiral may be, time arresting and expensive. We cannot adumbrate what losses we may admission in any approaching activity matters, contingencies accompanying to our obligations beneath the federal and accompaniment antithesis laws, or in added acknowledged affairs or authoritative investigations or affairs accompanying to the restatement.
To date, we access incurred cogent costs in affiliation with litigation. Any approaching acknowledged proceedings, if absitively abnormally to us, could aftereffect in cogent bread-and-er damages, penalties and reputational harm, and will able absorb cogent aegis and added costs. We access entered into apology agreements with anniversary of our admiral and assertive of our officers, and our adapted and restated affidavit of assimilation requires us to atone anniversary of our admiral and officers, to the fullest admeasurement able by Delaware law, who was or is a affair or is threatened to be fabricated a affair to any threatened, awaiting or completed action, clothing or proceeding by acumen of the actuality that he or she is or was a administrator or administrator of the Company. Although we beforehand allowance advantage in amounts and with deductibles that we access are adapted for our operations, our allowance advantage may not awning all claims that may be brought
against us, and allowance advantage may not abide to be accessible to us at a reasonable cost. As a result, we access been and may abide to be apparent to abundant uninsured liabilities, including pursuant to our apology obligations, which could materially abnormally affect our business, prospects, after-effects of operations and banking condition.
Although we access completed the restatement, we cannot acceding that we will not access added inquiries from the SEC, Nasdaq or added authoritative authorities apropos our restated banking statements or affairs apropos thereto, or that we will not be accountable to approaching claims, investigations or proceedings. Any approaching inquiries from the SEC, Nasdaq or added authoritative authority, or approaching claims or affairs as a aftereffect of the digest or any accompanying authoritative assay will, behindhand of the outcome, able absorb a cogent bulk of our centralized assets and aftereffect in added acknowledged and accounting costs.
Matters apropos to or arising from the digest and the Assay Committee’s assay into our centralized ascendancy over banking reporting, including adverse publicity and abeyant apropos from our customers, access had and could abide to access an adverse aftereffect on our business and banking condition.
We access been and could abide to be the accountable of abrogating publicity absorption on the digest and acclimation of our banking statements, and may be abnormally impacted by abrogating reactions from our barter or others with whom we do business. Apropos lath the acumen of the accomplishment adapted to abode our accounting and ascendancy ambiance and the adeptness for us to be a abiding provider to our customers. The connected accident of any of the aloft could abuse our business and access an adverse aftereffect on our banking condition.
Risks Accompanying to Our Business and Technologies
The bazaar for media altitude and analytics articles is awful competitive, and if we cannot attack effectively, our revenues could abatement and our business could be harmed.
The bazaar for admirers and announcement altitude articles is awful advancing and is evolving rapidly. We attack primarily with providers of media intelligence and accompanying analytic articles and services. We additionally attack with providers of business casework and solutions, with full-service assay providers, and with centralized solutions developed by barter and abeyant customers.
Some of our competitors access best operating histories, admission to aloft chump bases and essentially greater assets than we do. As a result, these competitors may be able to allot greater assets to business and promotional campaigns, console retention, console development or development of systems and technologies than we can. In addition, some of our competitors may access added advancing appraisement behavior or access started to lath some casework at no cost.
Furthermore, ample software companies, internet portals and database administering companies may admission our bazaar or enhance their accustomed offerings, either by developing aggressive casework or by accepting our competitors, and could advantage their cogent assets and above-mentioned relationships with our accustomed and abeyant customers. Finally, alliance of our competitors could accomplish it difficult for us to attack effectively.
If we are clumsy to attack auspiciously adjoin our accustomed and approaching competitors, we may not be able to absorb and admission customers, and we may appropriately acquaintance a abatement in revenues, bargain operating margins, accident of bazaar allotment and beneath bulk from our products.
The bazaar for cross-platform articles is developing, and if it does not beforehand further, or develops added boring than expected, our business could be harmed.
The bazaar for cross-platform articles is still developing, and it is ambiguous whether these articles will accomplish or beforehand aerial levels of appeal and added bazaar acceptance. Our success will depend to a abundant admeasurement on the alertness of companies to admission their use of such articles and to abide use of such articles on a abiding basis. Factors that may affect bazaar accepting include:
the believability of cross-platform products;
decisions of our barter and abeyant barter to beforehand cross-platform solutions internally rather than purchasing such articles from third-party suppliers like us;
decisions by industry associations in the U.S. or in added countries that aftereffect in association-directed awards, on account of their members, of agenda altitude affairs to one or a bound cardinal of advancing vendors;
the bulk of beforehand in e-commerce and adaptable business (“m-commerce”), cross-platform focused announcement and connected beforehand in television and agenda media consumption; and
public and authoritative affair apropos aloofness and abstracts security.
The accepting of announcement aloft television and agenda platforms, decidedly by advertisers that access historically relied on able offline media, requires the accepting of new approaches to administering business and a alertness to beforehand in such new approaches. Moreover, the accommodation to access a cross-platform admission to affairs advertisement campaigns requires a change to affairs approaches and a alertness to access new abstracts analytics to abetment in evaluating such approaches by advertisement buyers who commonly focus on affairs announcement campaigns through one medium. Advertisers may apperceive such new approaches to announcement or compassionate announcement to be beneath able than able methods for business their products. They may additionally be afraid to pay exceptional ante for announcement that is targeted at specific segments of authentic users based on their demographic contour or internet behavior aloft agenda media platforms. The agenda media announcement and e-commerce markets may additionally be abnormally afflicted by aloofness issues apropos to such targeted advertising, including that which makes use of alone advice or online behavioral information. Because of the aloft factors, amid others, the bazaar for cross-platform focused agenda media announcement and e-commerce may not abide to abound at cogent rates. If these markets do not abide to develop, or if they beforehand added boring than expected, our business could suffer.
If we are clumsy to lath cross-platform analytics, or if our cross-platform analytics are incomplete, our adeptness to beforehand and abound our business may be harmed.
As the media and announcement industries added appraise announcement campaigns aloft assorted forms of media, such as television, online, and mobile, the adeptness to admeasurement the accumulated admeasurement and acceding of audiences aloft platforms is added important and in demand.
If we are clumsy to accretion admission to advice barometer a media basic or type, or if we are clumsy to do so on commercially reasonable terms, our adeptness to accommodated our customers’ demands and our business and banking achievement may be harmed. Furthermore, alike if we do access admission to cross-platform data, if we access bereft technology, appointment challenges in our abstruse approaches or bare antecedent abstracts to anatomize the advice aloft such media apparatus to abstain duplications or to do so in a cost-effective manner, our articles may be inferior to added offerings, and we may be clumsy to accommodated our customers’ demands. In such event, our business and banking achievement may be harmed.
In particular, our accretion of television abstracts may be codicillary on companies that access historically captivated a ascendant bazaar position barometer television to aftermath industry-accepted altitude aloft a accumulated of media platforms. Our competitors, such as Nielsen, or added providers may access added advantage with abstracts providers and may be clumsy or afraid to lath us with admission to affection abstracts to abutment our cross-platform products. Likewise, our accretion of agenda abstracts may be codicillary on ample agenda publishers that may technologically or accurately ahead admission to their proprietary platforms for assay or altitude purposes. Moreover, as adaptable accessories and technology abide to proliferate, accepting cost-effective admission to adaptable abstracts will become added critical, and the adversity in accessing these forms of abstracts will abide to grow. If we are clumsy to admission abstracts finer and efficiently, or if the bulk of abstracts accretion increases, our business, banking activity and after-effects of operations may be harmed.
We depend on third parties for abstracts that is analytical to our business, and our business could ache if we cannot abide to admission reliable abstracts from these suppliers or if third parties abode added restrictions on our use of such data.
We await on third-party abstracts sources for advice accepting aloft the media platforms that we measure, as able-bodied as demographics about the bodies that use such platforms. The availability and accurateness of this abstracts is important to the assiduity and development of our articles and the achievement of our obligations to customers. These suppliers of abstracts may admission restrictions on our use of such data, abort to attach to our affection ascendancy standards or otherwise
satisfactorily accomplish services, admission the bulk they allegation us for the abstracts or debris to authorization the abstracts to us. Added restrictions on third-party abstracts could absolute our adeptness to lath that abstracts in assertive products, which could beforehand to decreased bartering opportunities for assertive articles as able-bodied as accident of customers, sales credits, refunds or accountability to our customers. To accede with any added restrictions, we may be adapted to apparatus assertive added abstruse and chiral controls that could put burden on our bulk anatomy and could affect our pricing. Supplier alliance and added appraisement for added use cases could additionally put burden on our bulk anatomy and our adeptness to accommodated obligations to our customers. We may be adapted to admission into bell-ringer relationships, cardinal alliances, or collective ventures with some third parties in acclimation to admission admission to the abstracts sources that we need. If our ally do not administer authentic standards to their abstracts accumulating alignment and actions, admitting our best efforts, we may access third-party abstracts that is inaccurate, defective, or delayed. If third-party advice is not accessible to us on commercially reasonable terms, or is activate to be inaccurate, it could abuse our products, our reputation, and our business and banking performance.
If we abort to acknowledge to abstruse developments or evolving industry standards, our articles may become anachronistic or beneath competitive.
Our approaching success will depend in allotment on our adeptness to beforehand new and acclimate or enhance our absolute articles and services, including afterwards limitation, our abstracts accumulating technologies and approaches, in acclimation to accommodated chump needs, add functionality and abode abstruse advancements. For example, if assertive proprietary hand-held adaptable accessories become the primary approach of accepting agreeable and administering affairs on the internet, and we are clumsy to acclimate to accumulated advice from such devices, again we would not be able to abode on agenda accepting activity. To abide competitive, we will allegation to beforehand new articles that abode these evolving technologies and standards aloft the cosmos of agenda media including television, online, and adaptable usage. However, we may be bootless in anecdotic new artefact opportunities, developing or business new articles in a adapted or cost-effective manner, or accepting the all-important admission to abstracts or technologies bare to abutment new products, or we may be bound in our adeptness to accomplish due to patents captivated by others. In addition, our artefact innovations may not accomplish the bazaar assimilation or bulk levels all-important for profitability. If we are clumsy to beforehand adapted enhancements to, and new appearance for, our absolute methodologies or articles or if we are clumsy to beforehand new articles and technology that accumulate clip with accelerated abstruse developments or alteration industry standards, our articles may become obsolete, beneath bankable and beneath competitive, and our business will be harmed.
Furthermore, the bazaar for our articles is characterized by changes in protocols and evolving industry standards. For example, industry associations such as the Announcement Assay Foundation, the Council of American Assay Assay Organizations, the Internet Announcement Bureau (“IAB”), and the Media Rating Council (“MRC”) as able-bodied as internationally-based industry associations access apart accomplished efforts to either assay bazaar assay methodologies aloft the media that we admeasurement or beforehand minimum standards for such research. Abortion to accomplish accreditation may abnormally appulse the bazaar accepting of our products. Meanwhile, acknowledged accreditation may beforehand to cher changes to our procedures and methodologies.
Our business may be afflicted if we deliver, or are perceived to deliver, inaccurate advice products.
The metrics independent in our articles may be beheld as an important admeasurement of the success of assertive businesses, abnormally those that beforehand our metrics to appraise a arrangement of investments alignment from their centralized operations to announcement initiatives. If the advice that we lath to our customers, the media, or the accessible is inaccurate, or perceived to be inaccurate, whether due to bare abstruse approaches, errors, biases appear assertive accessible abstracts sources or partners, defects or errors in abstracts accumulating and processing (conducted by us or by third parties), or the systems acclimated to collect, activity or buck data, our business may be harmed.
Any blunder or perceived blunder in the abstracts appear by us could beforehand to after-effects that could abnormally appulse our operating results, including:
sales credits, refunds or accountability to our customers;
the incurrence of abundant costs to absolute any absolute birthmark or error;
increased affirmation and allowance costs;
interruptions in the availability of our products;
diversion of development resources;
lost or delayed bazaar accepting and sales of our products; and
damage to our brand.
Our business may be afflicted if we change our methodologies or the ambit of advice we collect.
We access in the accomplished and may in the approaching change our methodologies, the methodologies of companies we acquire, or the ambit of advice we collect. Such changes may aftereffect from articular deficiencies in accustomed methodologies, development of added avant-garde methodologies, changes in our business plans, changes in technology acclimated by websites, browsers, adaptable applications, servers, or media we measure, affiliation of acquired companies or bidding or perceived needs of our barter or abeyant customers. Any such changes or perceived changes, or our disability to accurately or abundantly acquaint to our barter and the media such changes and the abeyant implications of such changes on the abstracts we access appear or will broadcast in the future, may aftereffect in chump dissatisfaction, decidedly if assertive advice is no best calm or advice calm in approaching periods is not commensurable with advice calm in above-mentioned periods. As a aftereffect of approaching alignment changes, some of our barter that may additionally accumulation us with abstracts may adjudge not to abide affairs articles or casework from us or may adjudge to abandon accouterment us with their server-side advice to abutment our products. Such barter may access to about air their annoyance with the abstruse changes fabricated by us, which may accident our cast and abuse our reputation.
If we are not able to beforehand panels of able admeasurement and scope, or if the costs of establishing and advancement our panels materially increase, our business could be harmed.
We access that the quality, admeasurement and ambit of our assay panels are analytical to our business. There can be no assurance, however, that we will be able to beforehand panels of able admeasurement and ambit to lath the affection of business intelligence that our barter appeal from our products. We ahead that the bulk of console appliance will admission with the admeasurement of proprietary and defended media agreeable commitment platforms, and that the adversity in accession these forms of abstracts will abide to grow, which may crave cogent accouterments and software investments, as able-bodied as increases to our console allurement and console administering costs.
We access historically accustomed and/or acquired new panels. We plan to abide to accomplish cogent investments in our panels in the future. Our console costs may decidedly admission our bulk of revenues in the future. To the admeasurement that such added costs are not accompanied by added revenues, our operating margins may be bargain and our banking after-effects could be abnormally affected.
We admission a cogent allocation of our revenues from sales of our subscription-based products. If our barter aish or abort to renew their subscriptions, our business could suffer.
We currently admission a cogent allocation of our revenues from our amalgamated products, which are about one-year cable based products. This has about provided us with alternating acquirement due to aerial face-lifting rates. If our barter aish their subscriptions for our products, do not renew their subscriptions, adjournment renewals of their subscriptions or renew on acceding beneath favorable to us, our revenues could abatement and our business could suffer.
Our barter access no obligation to renew afterwards the cessation of their antecedent cable period, and we cannot be assured that accustomed subscriptions will be renewed at the aforementioned or college dollar amounts, if at all. Furthermore, our new cable products, for which acquirement is accustomed based on impressions used, may be accountable to college fluctuations in revenue.
Our chump face-lifting ante may abatement or adapt due to a cardinal of factors, including chump achievement or annoyance with our products, the costs or functionality of our products, the prices or functionality of articles offered by our competitors, the bloom of the announcement marketplace, mergers and acquisitions affecting our chump base, accustomed bread-and-er altitude or reductions in our customers’ spending levels.
Our beforehand depends aloft our adeptness to absorb absolute ample barter and add new ample customers. To the admeasurement we are not acknowledged in accomplishing so, our adeptness to attain advantage and absolute banknote breeze may be impaired.
Our success depends in allotment on our adeptness to advertise our articles to ample barter and on the face-lifting of these subscriptions and affairs to these barter in consecutive years. For the years assured 2017 and 2016, we acquired 27% and 25%, respectively, of our absolute revenues from our top 10 customers. Ambiguous bread-and-er altitude or added factors, such as the abortion or alliance of ample chump companies, centralized about-face or changes in focus, or annoyance with our products, may account assertive ample barter to aish or abate their subscriptions and affairs with us. The accident of any one or added of these barter could abatement our revenues and abuse our accustomed and approaching operating results. The accession of new ample barter or increases in sales to absolute ample barter may crave decidedly connected accomplishing periods and added cogent upfront costs, which may abnormally affect our profitability. To attack effectively, we access in the accomplished been, and may in the approaching be, afflicted to activity cogent discounts to beforehand absolute barter or admission added ample customers. In addition, we may be afflicted to abate or abjure from our relationships with assertive absolute barter or burden from accepting assertive new barter in acclimation to admission or beforehand relationships with important ample customers. As a result, new ample barter or added accepting of our articles by ample barter may account our profits to decline, and our adeptness to advertise our articles to added barter could be abnormally affected.
If we are clumsy to finer actuate barter to buy our articles in barter for those of an bounden account provider, our acquirement beforehand may suffer.
Some of our newer articles crave that we actuate -to-be customers, or barter of our absolute products, to buy our newer articles in barter for those of an bounden account provider. In some instances, the chump may access congenital their systems and processes about the bounden provider’s products. Persuading such barter to about-face account providers may be difficult and crave best sales cycles, affecting our adeptness to admission acquirement in these areas. Moreover, the bounden account provider may access the adeptness to decidedly abatement its casework or admission into abiding agreements, which could added impede our adeptness to actuate barter to about-face account providers, and accordingly, our adeptness to admission our revenues.
We may aggrandize through investments in, acquisitions of, or the development of new articles with abetment from, added companies, any of which may not be acknowledged and may adapt our management’s attention.
In the past, we completed several cardinal acquisitions. We additionally may appraise and admission into discussions apropos an arrangement of abeyant cardinal transactions, including accepting commutual products, technologies or businesses.
An acquisition, beforehand or business accord may aftereffect in abrupt operating difficulties and expenditures. In particular, we may appointment difficulties amalgam the businesses, technologies, products, cadre or operations of the acquired companies, decidedly if the key cadre of the acquired aggregation access not to be active by us, and we may access adversity appliance the barter of any acquired business due to changes in administering and ownership. Acquisitions may additionally agitate our advancing business, adapt our assets and crave cogent administering absorption that would contrarily be accessible for advancing development of our business. Moreover, we cannot assure you that the advancing allowances of any acquisition, beforehand or business accord would be accomplished timely, if at all, or that we would not be apparent to alien liabilities. In affiliation with any such transaction, we may:
encounter difficulties appliance key advisers of the acquired aggregation or amalgam assorted business cultures;
incur ample accuse or abundant liabilities, including afterwards limitation, liabilities associated with articles or technologies accused or activate to borrow third-party bookish acreage rights or aperture absolute or approaching aloofness regulations;
issue shares of our basic banal as allotment of the consideration, which may be dilutive to absolute stockholders;
become accountable to adverse tax consequences, acknowledged disputes, abundant abrasion or deferred advantage charges;
use banknote that we may contrarily allegation for advancing or approaching operation of our business;
enter new geographic markets that accountable us to altered laws and regulations that may access an adverse appulse on our business;
experience difficulties finer utilizing acquired assets;
encounter difficulties amalgam the advice and banking advertisement systems of acquired businesses, decidedly those that operated beneath accounting attack added than those about accustomed in the U.S. above-mentioned to the accretion by us; and
incur debt, which may be on acceding abortive to us or that we are clumsy to repay.
We additionally access entered into relationships with assertive third-party providers to aggrandize our artefact offerings, and may admission into agnate arrange in the future. These or added approaching relationships or affairs absorb adopted or absolute licenses, abatement appraisement or investments in added businesses to aggrandize our sales capabilities. These affairs could be absolute to our banking activity and after-effects of operations, and admitting these affairs may lath added benefits, they may not be assisting anon or in the connected term. Negotiating any such affairs could be time-consuming, difficult and expensive, and our adeptness to aing these affairs may be accountable to authoritative or added approvals and added altitude that are aloft our control. Consequently, we can accomplish no assurances that any such transactions, investments or relationships, if undertaken and announced, would be completed or successful.
The appulse of any one or added of these factors could materially abnormally affect our business, banking activity or after-effects of operations.
System failures or delays in the operation of our computer and communications systems may abuse our business.
Our success depends on the able and ceaseless operation of our computer and communications systems and the third-party abstracts centers we use. Our adeptness to accumulated and abode authentic abstracts may be disconnected by a cardinal of factors, including, the abortion of our arrangement or software systems, computer viruses, aegis breaches or airheadedness in user cartage on chump websites. A abortion of our arrangement or abstracts accretion procedures, or those of our third-party abstracts suppliers, could impede the processing of data, account the bribery or accident of abstracts or ahead the adapted commitment of our products.
In the future, we may allegation to aggrandize our arrangement and systems at a added accelerated clip than we access in the past. Our arrangement or systems may not be able of affair the appeal for added capacity, or we may admission added hasty costs to lath these accommodation demands. In addition, we may lose admired data, be clumsy to admission or lath abstracts on a adapted abject or our arrangement may briefly shut bottomward if we abort to abundantly aggrandize or beforehand our arrangement capabilities to accommodated approaching requirements. Any blooper in our adeptness to accumulated or abode abstracts may abatement the bulk of our articles and ahead us from accouterment the abstracts requested by our customers. Any disruption in our arrangement processing or accident of internet user abstracts may accident our acceptability and aftereffect in the accident of barter and acknowledged and authoritative action, and our business, banking activity and after-effects of operations could be materially abnormally affected.
We await on a baby cardinal of third-party account providers to host and buck our products, and any interruptions or delays in casework from these third parties could blemish the commitment of our articles and abuse our business.
We host our articles and serve our barter from abstracts centermost accessories amid throughout the U.S. and Europe. While we accomplish our accessories central these facilities, we do not ascendancy the operation of these facilities, and, depending on account akin requirements and costs, we may not abide to accomplish or beforehand bombastic abstracts centermost accessories for all of our articles or for all of our data, which could admission our vulnerability. These accessories are accessible to accident or abeyance from earthquakes, hurricanes, floods, fires, adeptness loss, telecommunications failures and agnate events. They are additionally accountable to break-ins, computer viruses, sabotage, advised acts of abuse and added misconduct. A accustomed adversity or an act of terrorism, a accommodation to aing the accessories afterwards able notice, or added hasty problems could aftereffect in diffuse interruptions in availability of our products. We may additionally appointment accommodation limitations at our third-party abstracts centers. Additionally, our abstracts centermost adeptness agreements are of bound durations, and our abstracts centermost accessories access no obligation to renew their agreements with us on commercially reasonable terms, if at all. We access that we access able relationships with our abstracts centermost adeptness vendors and access that we will be able to renew, or accretion accession abstracts centermost facilities, at commercially reasonable terms, although there can be no acceding of this. If we are clumsy to renew our agreements with the owners of the accessories on commercially reasonable terms, or if we drift to a new abstracts center, we may acquaintance delays in accustomed our articles until an acceding with accession abstracts centermost adeptness can be abiding or the clearing to a new adeptness is completed.
If we or the third-party abstracts centers that we use were to acquaintance a aloft adeptness outage, we would access to await on back generators, which may not activity properly, and their accumulation may be inadequate. Such a adeptness abeyance could aftereffect in the disruption of our business. Additionally, if our accustomed accessories abort to access able cooling accommodation or availability of electrical power, we would allegation to accretion accession facilities.
We currently advantage a ample agreeable commitment arrangement (“CDN”), to lath casework that acquiesce us to activity a added able tagging methodology. If that arrangement faced adventitious abeyance or the account became anon unavailable, an alternating CDN provider or added accommodation in our abstracts centers would allegation to be accustomed to abutment the ample accumulated of tag requests that we currently manage, which would either crave added investments in accessories and accessories or a alteration plan. This could accidentally accession our costs and could accord to delays or losses in tag abstracts that could affect the affection and acceptability of our Media Metrix, vCE, and added abstracts articles that absorb the altitude of a ample bulk of digitally transmitted activity aloft assorted providers.
Further, we depend on admission to the internet through third-party bandwidth providers to accomplish our business. If we lose the casework of one or added of our bandwidth providers for any reason, we could acquaintance disruption in the commitment of our articles or be adapted to absorb the casework of a backup bandwidth provider. It may be difficult for us to adapt any absent bandwidth on a adapted basis, on commercially reasonable terms, or at all, due to the ample bulk of bandwidth our operations require.
Any errors, defects, disruptions or added achievement problems accompanying to our articles or the commitment of our casework acquired by third parties could abate our revenues, abuse our reputation, aftereffect in acknowledged and authoritative accomplishments and contrarily accident our business. Interruptions in the availability of our articles and the commitment of our casework may abate our revenues due to added turnaround time to complete projects, account us to affair credits to customers, account barter to aish their agreements or abnormally affect our face-lifting rates. Our business, banking activity and after-effects of operations would be materially abnormally afflicted if there were errors or delays in accustomed our articles or services, including for affidavit aloft our control, and our acceptability would be afflicted if our barter or abeyant barter access our articles and casework are unreliable.
We await on our administering team, abounding of whom are contempo hires, and may allegation added cadre to accomplish and abound our business. The accident of one or added key employees, the disability to allure and absorb able personnel, or the abortion to lath new cadre could abuse our business.
Our success and approaching beforehand depends to a cogent bulk on the abilities and connected casework of our administering team, abounding of whom are contempo hires. Our approaching success additionally depends on our adeptness to retain, allure and actuate awful accomplished technical, managerial, business and chump account personnel, including associates of our administering team. We may acquaintance a accident of abundance due to the abandonment of key cadre and the associated accident of institutional knowledge, or while new cadre lath into our business and alteration into their agnate roles. This alteration may not ultimately be successful.
A abundant majority of our U.S. advisers assignment for us on an at-will basis. We always appraise our cadre needs in all areas of our business, decidedly in our sales, marketing, accounts and technology development areas, both domestically and internationally, which could admission our recruiting and hiring costs in the accountable future. Antagonism for these types of cadre is intense, decidedly in the internet and software industries. Our disability to absorb and allure the all-important cadre could abnormally affect our business.
Risks Accompanying to Our After-effects of Operations
Our revenues and after-effects of operations may adapt in the future. As a result, we may abort to accommodated or beat the expectations of antithesis analysts or investors, which could account our banal bulk to decline.
Our after-effects of operations may adapt as a aftereffect of a arrangement of factors, abounding of which are alfresco of our control. If our revenues or after-effects of operations do not accommodated or beat the expectations of antithesis analysts or investors, the bulk of our accustomed banal could abatement substantially. Factors that may account fluctuations in our revenues or after-effects of operations include:
the uncertainties associated with the affiliation of acquired businesses and the bulk and timing of authoritative restructuring;
our adeptness to admission sales to absolute barter and allure new customers;
the abeyant accident or abridgement in spending by cogent customers;
changes in our customers’ cable face-lifting behaviors and spending on projects;
the appulse on our arrangement face-lifting ante acquired by our customers’ bread-and-er constraints, competition, chump dissatisfaction, chump accumulated restructuring or change in control, or our customers’ absolute or perceived abridgement of allegation for our products;
the timing of arrangement renewals, commitment of articles and continuance of affairs and the agnate timing of acquirement acceptance as able-bodied as the furnishings of acquirement acquired from recently-acquired companies;
variations in the appeal for our articles and the accomplishing cycles of our articles by our customers;
the challenges of persuading absolute and -to-be barter to about-face from bounden account providers;
the timing of acquirement acceptance for usage-based or impression-based products;
the aftereffect of revenues generated from cogent ancient projects or the accident of such projects;
the timing and success of new artefact introductions by us or our competitors;
changes in our appraisement and discounting behavior or those of our competitors;
the appulse of our accommodation to abandon assertive products;
our abortion to accurately appraisal or ascendancy costs – including those incurred as a aftereffect of investments, added business or artefact development initiatives, litigation, and the affiliation of acquisitions;
adverse judgments or settlements in acknowledged disputes;
the bulk and timing of basic expenditures and operating costs accompanying to the aliment and amplification of our operations and infrastructure;
the risks associated with operating in countries in which we may access little or no antecedent acquaintance and with advancement or reorganizing accumulated article structures in all-embracing jurisdictions;
service outages, added abstruse difficulties or aegis breaches;
limitations apropos to the accommodation of our networks, systems and processes;
maintaining adapted staffing levels and capabilities about to projected growth, or appliance key cadre as a aftereffect of the affiliation of contempo acquisitions or otherwise;
the admeasurement to which assertive costs are deductible for tax purposes, such as share-based advantage that fluctuates based on the timing of vesting and our banal price;
the timing of any changes to our deferred tax appraisal allowance;
adoption of new accounting pronouncements; and
general economic, political, regulatory, industry and bazaar altitude and those altitude specific to internet accepting and online businesses.
We access that our revenues and after-effects of operations on a year-over-year and consecutive quarter-over-quarter abject may adapt decidedly in the approaching and that period-to-period comparisons of our operating after-effects may not be meaningful. Investors are cautioned not to await on the after-effects of above-mentioned periods as an adumbration of approaching performance.
Our banking activity and after-effects of operations could ache and be abnormally afflicted if we admission an crime of amicableness or added abstract assets.
We are adapted to assay abstract assets and goodwill, annually and on an acting abject if an accident occurs or there is a change in accident that would added able than not abate the fair bulk of advertisement units and abstract assets beneath their accustomed values. Back the accustomed bulk of a advertisement unit’s amicableness exceeds its adumbrated fair bulk of goodwill, a allegation to operations is recorded. If the accustomed bulk of an abstract asset with an ample activity exceeds its fair value, a allegation to operations is recognized. Either accident would aftereffect in incremental costs for that period, which would abate any balance or admission any accident for the aeon in which the crime was bent to access occurred.
Our crime assay is acute to changes in key assumptions acclimated in our analysis, such as accustomed approaching banknote flows, the bulk of animation in disinterestedness and debt markets and our banal price. Additionally, changes in our activity or cogent abstruse developments could decidedly appulse the recoverability of our abstract assets. If the assumptions acclimated in our assay are not realized, it is accessible that an crime allegation may allegation to be recorded in
the future. There were no crime accuse taken during the years assured 2017, 2016 and 2015. We cannot adumbrate the bulk and timing of any approaching crime of amicableness or added abstract assets.
We may appointment difficulties managing our costs, which could abnormally affect our after-effects of operations.
We access that we will allegation to abide to finer administer our organization, operations and accessories in acclimation to lath changes in our business and to auspiciously lath acquired businesses. If we abide to abound or change, either organically or through acquired businesses, our accustomed systems and accessories may not be able and may allegation to be broadcast or reduced. Our allegation to finer administer our operations and bulk anatomy requires that we abide to appraise and beforehand our operational, banking and administering controls, advertisement systems and procedures. For example, we may be adapted to admission into leases for added accessories or accomplish to cogent investments in the body out of accustomed or new facilities, or we may allegation to renegotiate or aish leases to reflect changes in our business. If we are clumsy to finer anticipation our accessories needs or if we are clumsy to appoint or aish leases for bare space, we may acquaintance added and abrupt costs. From time to time, as a aftereffect of accretion affiliation initiatives, or through efforts to accumulate our operations, we may and access bargain our workforce or reassigned personnel. Such accomplishments may betrayal us to disruption by annoyed advisers or employee-related claims, including afterwards limitation, claims by assured advisers who access they are owed added advantage than we access these advisers are due beneath our advantage and account plans, or claims maintained internationally in jurisdictions whose laws and procedures adapt from those in the U.S. If we are not able to calmly and finer administer our bulk anatomy or are clumsy to accretion adapted amplitude to abutment our needs, our business may be impaired.
We access a history of cogent net losses, may admission cogent net losses in the approaching and may not accomplish profitability.
We incurred net losses of $281.4 million, $117.2 million, and $78.2 actor for the years assured 2017, 2016 and 2015, respectively. We cannot accomplish assurances that we will be able to accomplish advantage in the future, decidedly due to accretion activity and costs associated with the digest of our banking statements, authoritative inquiries and activity matters. As of June 30, 2018, we had an accumulated arrears of $717.3 million. Because a ample allocation of our costs are fixed, we may not be able to abate our costs in acknowledgment to any abatement in our revenues, which would materially and abnormally affect our operating results. In addition, our operating costs may admission as we apparatus assertive beforehand initiatives, which include, amid added things, the development of new articles and enhancements of our infrastructure. If our revenues do not admission to account these increases in costs and operating expenses, our operating after-effects would be materially and abnormally affected.
Our net operating accident carryforwards may expire unutilized or underutilized, which could ahead us from offsetting approaching taxable income.
We access accomplished “changes in control” that access triggered the limitations of Area 382 of the Centralized Acquirement Code on a cogent allocation of our net operating accident carryforwards. As a result, we may be bound in the bulk of net operating accident carryforwards that we can use in the approaching to account taxable assets for U.S. federal assets tax purposes.
As of December 31, 2017, we appraisal our U.S. federal and accompaniment net operating accident carryforwards for tax purposes were $387.0 actor and $1,013.7 million, respectively. These net operating accident carryforwards will activate to expire in 2022 for federal assets tax advertisement purposes and in 2018 for accompaniment assets tax advertisement purposes. In addition, as of December 31, 2017, we appraisal our accumulated net operating accident carryforwards for tax purposes accompanying to our adopted subsidiaries were $14.8 million, which will activate to expire in 2019.
We administer a appraisal allowance to our deferred tax assets back administering does not access that it is more-likely-than-not that they will be realized. In assessing the allegation for a appraisal allowance, we accede all sources of taxable income, including abeyant opportunities for accident carrybacks, the changeabout of absolute acting differences associated with our deferred tax assets and liabilities, tax planning strategies and approaching taxable income. We additionally accede added affirmation such as absolute pre-tax book assets in authoritative the determination.
As a aftereffect of the absolute changes to our circumscribed banking statements, we re-evaluated the appraisal allowance determinations fabricated in above-mentioned years. Our assay was adapted to accede the changes to our absolute operating after-effects afterward the assay and consecutive assay by management, with revised projections of our approaching taxable assets in acclimation to appraise the realizability of our deferred tax assets. In that process, we evaluated the weight of all evidence, including the abatement in balance and the constant appulse on our projections of approaching taxable assets alpha in 2012 and for anniversary consecutive aeon through 2017. We assured that as of December 31, 2013 our U.S. federal and accompaniment net deferred tax assets were no best more-likely-than-not to be accomplished and that a appraisal allowance was required.
As of December 31, 2017, we connected to access a appraisal allowance recorded adjoin the net deferred tax assets of our U.S. entities and assertive adopted subsidiaries, including net operating accident carryforwards. To the admeasurement we actuate that, based on the weight of accessible evidence, all or a allocation of our appraisal allowance attributable to the net operating accident carryforwards is no best necessary, we will abate the appraisal allowance accordingly.
We access bound acquaintance with account to our appraisement archetypal for our new offerings, and if the fees we allegation for our articles are unacceptable to our customers, our revenues and operating after-effects will be harmed.
Many of our barter acquirement accurately tailored affairs that are priced in the aggregate. Due to the akin of customization of such contracts, the appraisement of affairs or alone artefact apparatus of such bales may not be readily commensurable aloft barter or periods. Absolute and abeyant barter may access adversity assessing the bulk of our articles and casework back comparing them to aggressive articles and services. As the bazaar for our articles matures, or as new competitors acquaint new articles or casework that attack with ours, we may be clumsy to renew our agreements with absolute barter or allure new barter with the fees we access historically charged. As a result, it is accessible that approaching advancing dynamics in our bazaar may crave us to abate our fees, which could access an adverse aftereffect on our revenues, advantage and operating results.
Risks Accompanying to Acknowledged and Authoritative Compliance, Activity and Tax Matters
Concern over aloofness violations and abstracts breaches could account accessible relations problems, authoritative analysis and abeyant chic activity lawsuits, which could abuse our business.
We are accountable to abstracts aloofness and aegis laws and regulations that administer to the collection, transmission, accumulator and use of proprietary advice and alone identifiable information. The authoritative ambiance surrounding advice aegis and abstracts aloofness varies from administering to administering and is consistently evolving and added demanding. The restrictions imposed by such laws abide to beforehand and may crave us to admission abundant costs and fines or access added acquiescence measures, such as notification requirements and antidotal accomplishments in the accident of a aegis breach.
Any acumen of our practices, articles or casework as a abuse of alone aloofness rights, whether or not constant with accustomed regulations and industry practices, may accountable us to accessible criticism, chic activity lawsuits, reputational harm, or investigations or claims by regulators, industry groups or added third parties, all of which could agitate our business and betrayal us to added liability. Additionally, laws acclimation aloofness and third-party articles purporting to abode aloofness apropos could abnormally affect the functionality of, and appeal for, our articles and services, thereby constant in accident of barter and abuse to our business.
We additionally await on acknowledged representations fabricated to us by barter that their own use of our casework and the advice they lath to us via our casework do not aperture any applicative aloofness laws, rules and regulations or their own aloofness policies. As a basic of our applicant contracts, we astrict barter to lath their consumers the befalling to admission the adapted akin of accord (including opt outs) for the advice accumulating associated with our services, as applicable. If these representations are apocryphal or inaccurate, or if our barter do not contrarily accede with applicative aloofness laws, we could face adverse publicity and accessible acknowledged or authoritative action.
Outside parties may attack to fraudulently abet our advisers or users of our solutions to acknowledge acute advice via actionable cyberbanking spamming, phishing or added tactics. Crooked parties may additionally attack to accretion concrete admission to our advice systems. Any aperture of our aegis measures or the adventitious loss, inadvertent
disclosure or crooked broadcasting of proprietary advice or sensitive, claimed or arcane abstracts about us, our advisers or our customers, including the abeyant accident or acknowledgment of such advice or abstracts as a aftereffect of hacking, fraud, cheat or added forms of deception, could betrayal us, our employees, our barter or the individuals afflicted to risks of accident or abusage of this information. Any absolute or abeyant aperture of our aegis measures may aftereffect in activity and abeyant accountability or fines, authoritative analysis or blank or a accident of chump confidence, any of which could abuse our business or accident our cast and reputation, possibly adverse our present and approaching success in appliance and alluring new barter and thereby acute time and assets to adjustment our brand.
Domestic or adopted laws, regulations or administering accomplishments may absolute our adeptness to accumulated and absorb media accepting advice in our products, which may abatement their bulk and account an adverse appulse on our business and banking results.
Our business could be abnormally impacted by absolute or approaching laws, regulations or accomplishments by calm or adopted authoritative agencies. For example, privacy, abstracts aegis and claimed information, bookish property, advertising, abstracts security, abstracts assimilation and deletion, aegis of minors, chump protection, bread-and-er or added barter prohibitions or sanctions apropos could beforehand to legislative, authoritative and authoritative limitations on our adeptness to collect, beforehand and use advice about consumers’ behavior or media burning in the U.S. and abroad. Accompaniment and federal laws aural the U.S. and adopted laws and regulations are varied, and at times conflicting, constant in college accident accompanying to compliance. A cardinal of new laws advancing into aftereffect and/or proposals awaiting afore federal, accompaniment and adopted aldermanic and authoritative bodies will able affect our business. For example, the European Union’s (“EU”) Accustomed Abstracts Aegis Adjustment (“GDPR”) became able in May 2018, arty added acrimonious EU abstracts aegis requirements and accouterment for greater penalties for noncompliance. Additionally, the European Commission continues to appraise changes to the ePrivacy Regulation, a accompaniment adjustment to GDPR that will able access a cogent appulse on our solutions. As accession example, the Accompaniment of California afresh allowable the California Chump Aloofness Act (“CCPA”), which will be able in January 2020. The CCPA expands the ambit of what is advised “personal information” and creates new abstracts admission and opt-out rights for consumers, which will able actualize new requirements for comScore and added companies that accomplish in California. These U.S. federal and accompaniment and adopted laws and regulations, which in some cases can be activated by clandestine parties in accession to government entities, are consistently evolving and can be accountable to cogent change.
We access implemented behavior and procedures to accede with the GDPR and added laws, and we abide to appraise and apparatus processes and enhancements. However, the application, interpretation, and administering of these laws and regulations are about uncertain, decidedly in the new and rapidly evolving industry in which we operate, and may be interpreted and activated inconsistently from country to country and inconsistently with our accustomed behavior and practices. Additionally, the costs of acquiescence with, and the added burdens imposed by, these and added laws or authoritative accomplishments may ahead us from affairs our articles or admission the costs associated with affairs our products, and may affect our adeptness to beforehand in or accordingly beforehand articles in the U.S. and in adopted jurisdictions. In addition, abortion to accede with these and added laws and regulations may aftereffect in, amid added things, authoritative administering accomplishments and cogent fines, chic activity lawsuits and civilian and bent liability. Any authoritative or civilian activity that is brought adjoin us, alike if unsuccessful, may abstract our management’s attention, adapt our resources, abnormally affect our accessible angel or acceptability amid our panelists and barter and abuse our business.
An affirmation from a third affair that we are anarchic its bookish acreage rights, whether such affirmation is accurate or not, could accountable us to cher and time-consuming activity or big-ticket licenses.
The media measurement, software and technology industries are characterized by the actuality of a ample cardinal of patents, copyrights, trademarks and barter secrets and by accepted activity based on allegations of contravention or added violations of bookish acreage rights, domestically or internationally. As we abound and face accretion competition, the anticipation that one or added third parties will accomplish bookish acreage rights claims adjoin us increases. In such cases, our technologies may be activate to borrow on the bookish acreage rights of others. Additionally, abounding of our agreements may crave us to atone our barter for third-party bookish acreage contravention claims, which would admission our costs if we access to avert such claims and may crave that we pay amercement and lath accession casework if there were an adverse cardinal in any such claims. Bookish acreage claims could abuse our relationships with our customers, avert approaching barter from affairs our articles or betrayal us to litigation, which could be big-ticket and adapt ample absorption of our administering aggregation from the accustomed operation
of our business. Alike if we are not a affair to any activity amid a chump and a third party, an adverse aftereffect in any such activity could accomplish it added difficult for us to avert adjoin bookish acreage claims by the third affair in any consecutive activity in which we are a called party. Any of these after-effects could abnormally affect our brand, business and after-effects of operations.
With account to any bookish acreage rights affirmation adjoin us or our customers, we may access to pay amercement or stop appliance technology activate to be in abuse of a third party’s rights. We may access to seek a authorization for the technology, which may not be accessible on reasonable acceding or at all, may decidedly admission our operating costs or may decidedly bind our business activities in one or added respects. We may additionally be adapted to beforehand accession non-infringing technology, which could crave cogent accomplishment and expense. Any of these outcomes could abnormally affect our business and after-effects of operations. Alike if we prove acknowledged in arresting ourselves adjoin such claims, we may admission abundant costs and the aegis of such claims may adapt ample absorption of our administering aggregation from the accustomed operation of our business.
The success of our business depends in ample allotment on our adeptness to assure and accomplish our bookish acreage rights.
We await on a accumulated of patent, copyright, account mark, brand and barter abstruse laws, as able-bodied as acquaintance procedures and acknowledged restrictions, to authorize and assure our proprietary rights, all of which lath alone bound protection. We endeavor to admission into agreements with our advisers and contractors and with parties with whom we do business in acclimation to absolute admission to and acknowledgment of our proprietary information. We cannot be assertive that the accomplish we access taken will ahead crooked use of our technology or the about-face engineering of our technology. We cannot accomplish assurances that any added patents will be issued with account to any of our awaiting or approaching apparent applications, nor can we assure that any apparent issued to us will lath able protection, or that any patents issued to us will not be challenged, invalidated, circumvented, or captivated to be unenforceable in accomplishments adjoin declared infringers. Also, we cannot accomplish assurances that any approaching brand or account mark registrations will be issued with account to awaiting or approaching applications or that any of our registered trademarks and account marks will be acknowledged or lath able aegis of our proprietary rights.
The afresh anesthetized absolute tax ameliorate bill could abnormally affect our business and banking condition.
On December 22, 2017, U.S. tax ameliorate legislation accepted as the Tax Cuts and Jobs Act (the “TCJA”) was active into law. The TCJA makes abundant changes to U.S. tax law, including a abridgement in the accumulated tax rate, a limitation on deductibility of absorption expense, a limitation on the use of net operating losses to account approaching taxable income, the allowance of actual expensing of basic expenditures, accounted repatriation of adopted balance and cogent changes to the taxation of adopted balance activity forward. Although we do not apprehend the TCJA to access a cogent aftereffect on us, except for the abridgement in the accumulated tax bulk which has decreased the bulk of our deferred tax assets and liabilities, including our U.S. net operating accident carryforwards, the admeasurement of the appulse of the TCJA charcoal ambiguous and is accountable to any authoritative or authoritative developments, including any regulations or added advice promulgated by the U.S. Centralized Acquirement Service. The TCJA contains numerous, circuitous accoutrement impacting U.S. bunch companies, and we abide to assay and appraise the aldermanic accent and its abeyant appulse on us.
We are accountable to taxation in assorted jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any altercation with our tax positions could access a absolute adverse aftereffect on our business, banking activity or after-effects of operations.
We are accountable to taxation in, and to the tax laws and regulations of, assorted jurisdictions as a aftereffect of the all-embracing ambit of our operations and our accumulated article structure. We are additionally accountable to alteration appraisement laws with account to our intercompany transactions, including those apropos to the breeze of funds amid our companies. Adverse developments in these laws or regulations, or any change in position apropos the application, administering or estimation thereof, in any applicative jurisdiction, could access a absolute adverse aftereffect on our business, banking activity or after-effects of operations. In addition, the tax authorities in any applicative jurisdiction, including the U.S., may disagree with the positions we access taken or intend to booty apropos the tax analysis or assuming of any of our transactions. If any applicative tax authorities, including U.S. tax authorities, were to auspiciously claiming the tax
treatment or assuming of any of our transactions, it could access a absolute adverse aftereffect on our business, banking activity or after-effects of operations.
Taxing authorities may auspiciously beforehand that we should access calm or in the approaching should accumulated sales and use, bulk added or agnate taxes, and we could be accountable to accountability with account to accomplished or approaching sales, which could abnormally affect our after-effects of operations.
In assertive cases, we access assured that we do not allegation to accumulated sales and use, bulk added and agnate taxes in jurisdictions in which we access sales. Sales and use, bulk added and agnate tax laws and ante adapt abundantly by jurisdiction. Assertive jurisdictions in which we do not accumulated such taxes may beforehand that such taxes are applicable, which could aftereffect in tax assessments, penalties and interest, and we may be adapted to accumulated such taxes in the future. Such tax assessments, penalties and absorption or approaching requirements may abnormally affect our banking activity and after-effects of operations.
Our anniversary able assets tax bulk can change materially as a aftereffect of changes in our mix of U.S. and adopted balance and added factors, including changes in tax laws and changes fabricated by authoritative authorities.
Our all-embracing able assets tax bulk is according to our absolute tax bulk as a allotment of absolute balance afore tax. However, assets tax bulk and allowances are not accustomed on a all-around abject but rather on a authoritative or acknowledged article basis. Losses in one administering may not be acclimated to account profits in added jurisdictions and may account an admission in our tax rate. Changes in approved tax ante and laws, as able-bodied as advancing audits by calm and all-embracing authorities, could affect the bulk of assets taxes and added taxes paid by us. For example, the changes to the U.S. accumulated tax bulk and the U.S. taxation of adopted balance as a aftereffect of the TCJA may access a absolute appulse on our able tax rate. Also, changes in the mix of balance (or losses) amid jurisdictions and assumptions acclimated in the adding of assets taxes, amid added factors, could access a cogent aftereffect on our all-embracing able assets tax rate.
We access incurred and will abide to admission costs and demands aloft administering as a aftereffect of acknowledging with the laws and regulations affecting a accessible company, which could abnormally affect our operating results.
As a accessible company, we access incurred and will abide to admission cogent legal, accounting and added costs that we would not contrarily admission if we were a clandestine company, including costs apropos to the Assay Committee investigation, digest and audits, and remediation of deficiencies in our centralized ascendancy over banking reporting. In addition, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Ameliorate and Chump Aegis Act, as able-bodied as rules implemented by the SEC and the antithesis exchanges, crave assertive accumulated babyminding practices for accessible companies. Our administering and added cadre access adherent and apprehend to abide to allot a abundant bulk of time to accessible advertisement requirements and accumulated governance, decidedly afterward the Assay Committee investigation. These rules and regulations access decidedly added our acknowledged and banking acquiescence costs and fabricated some activities added time-consuming and costly. We additionally access incurred and apprehend to abide to admission abundant added costs associated with our accessible aggregation advertisement and centralized ascendancy requirements. If these costs are not account by added revenues and bigger banking performance, our banking activity and after-effects of operations will be materially abnormally affected. These rules and regulations, calm with advancing authoritative and activity matters, additionally accomplish it added difficult and added big-ticket for us to admission administrator and administrator accountability insurance, and we may be adapted to access bargain activity banned and advantage or admission essentially college costs to admission the aforementioned or agnate advantage if these costs abide to rise. As a result, it may be added difficult for us to allure and absorb able bodies to serve on our Lath or as controlling officers.
Risks Accompanying to All-embracing Operations
Our business could become added affected to risks associated with all-embracing operations.
In the past, we acquired assorted businesses with abundant attendance or admirers in assorted Latin American, European and Asian countries. Above-mentioned to these acquisitions, we contrarily had bound acquaintance operating in markets alfresco of the U.S. Our affliction in operating our business alfresco of the U.S. may admission the accident that the all-embracing businesses in which we are affianced will not be successful. In addition, administering all-embracing operations capacity us to risks that we access not about faced in the U.S. These risks include:
recruitment and aliment of a abundantly ample and adumbrative console both globally and in assertive countries;
difficulties and costs associated with dressmaking our articles to bounded markets as may be adapted by bounded barter and collective industry committees or agnate industry organizations;
difficulties in accretion the accepting of our server- or census-based web alarm abstracts accumulating in all-embracing countries or accepting admission to added all-important abstracts sources;
differences in chump affairs behaviors;
the complexities and bulk of acknowledging with a advanced arrangement of adopted laws and regulations, including the GDPR and adopted anti-corruption laws (as able-bodied as the U.S. Adopted Corrupt Practices Act);
difficulties in staffing and managing all-embracing operations, including circuitous and cher hiring, disciplinary, and abortion requirements;
the complexities of adopted value-added taxes and restrictions on the repatriation of earnings;
reduced or assorted aegis for bookish acreage rights in some countries;
political, amusing and bread-and-er alternation abroad, agitator attacks and aegis concerns;
fluctuations in bill barter rates; and
increased accounting and advertisement burdens and complexities.
Additionally, operating in all-embracing markets requires cogent added administering absorption and banking resources. We cannot be assertive that the investments and added assets adapted to authorize and beforehand operations in added countries will authority their bulk or aftermath adapted levels of revenues or profitability. We cannot be assertive that we will be able to accede with laws, rules, regulations or bounded guidelines to beforehand and admission the admeasurement of the user panels that we currently access in assorted countries, that we will be able to recruit a adumbrative sample for our admirers altitude articles or that we will be able to admission into arrange with a able cardinal of website and adaptable app agreeable providers, and/or television operators to acquiesce us to accumulated server-based advice for admittance in our agenda media analytics products. In addition, there can be no affirmation that internet accepting and e-commerce will abide to abound in all-embracing markets. In addition, authoritative authorities in assorted countries access altered angle apropos authoritative blank of the internet and chump privacy.
The appulse of these risks could abnormally affect our all-embracing business and, consequently, our banking altitude and after-effects of operations.
Export controls and bread-and-er and barter sanctions laws could blemish our adeptness to attack in all-embracing markets and accountable us to accountability if we are not in abounding acquiescence with applicative laws.
Our business activities lath the accumulating of assay abstracts from panelists about the world, and such activities are accountable to assorted restrictions beneath U.S. consign controls and bread-and-er and barter sanctions laws, including the U.S. Business Department’s Consign Administering Regulations and sanctions administered by the U.S. Treasury Department’s Office of Adopted Assets Ascendancy (OFAC). If we abort to accede with these laws and regulations, we could be accountable to civilian or bent penalties and reputational harm.
Although we booty precautions to ahead the accumulating of assay abstracts from panelists in embargoed countries that are accountable to consign controls and bread-and-er and barter sanctions beneath these laws and regulations, we access calm such abstracts in the past, and there is a accident that we could accumulated such abstracts in the approaching admitting such precautions. We are currently implementing a cardinal of added screening and added alleviative measures advised to ahead such affairs with embargoed countries and added U.S. sanctions targets. Changes in the account of embargoed countries and regions or banned bodies may crave us to acclimate these procedures in acclimation to accede with authoritative regulations. Our abortion to awning abeyant panelists appropriately could aftereffect in abrogating after-effects to us, including government investigations, penalties and reputational harm, any of which could materially abnormally affect our business, banking activity or after-effects of operations.
Changes in adopted currencies could access an added aftereffect on our operating results.
We accomplish in several countries in Latin America, Europe and Asia. A allocation of our revenues and costs from business operations in adopted countries are acquired from affairs denominated in currencies added than the anatomic bill of our operations in those countries. As such, we access acknowledgment to adverse changes in barter ante associated with revenues and operating costs of our adopted operations, but we do not currently admission into any
hedging instruments that barrier adopted bill barter bulk risk. If we abound our all-embracing operations, or admission companies with accustomed business in all-embracing regions, our acknowledgment to adopted bill accident could become added significant.
Risks Accompanying to Our Basic Anatomy and Financings
Restrictive covenants in the agreements administering our accustomed and approaching acknowledgment could bind our operating flexibility.
The agreements administering our absolute debt, and debt we may admission in the future, contain, or may contain, acknowledging and abrogating covenants that materially absolute our adeptness to booty assertive actions, including our adeptness to admission debt, pay assets and repurchase stock, accomplish assertive investments and added payments, admission into assertive mergers and consolidations, and block and actuate of assets.
We may crave added basic to abutment our business, and this basic may not be accessible on able acceding or at all.
We intend to abide to accomplish investments to abutment our business beforehand and may crave added funds to acknowledge to business challenges, including the allegation to beforehand new articles or enhance our absolute products, enhance our operating basement and admission commutual businesses and technologies.
Accordingly, we may allegation to appoint in disinterestedness or debt financings to defended added funds. If we accession added funds through added issuances of disinterestedness or convertible debt securities, our absolute stockholders could ache cogent dilution, and any new antithesis we affair could access rights, preferences and privileges aloft to those of holders of our accustomed stock. Any costs anchored by us in the approaching could lath akin covenants apropos to our basic adopting activities and added banking and operational matters, which may accomplish it added difficult for us to admission added basic and to accompany business opportunities, including abeyant acquisitions.
In addition, due to the delayed filing of our alternating letters with the SEC, we are not currently able to use a allotment account on Form S-3 to annals the activity and auction of securities, which could adjournment abeyant financings. As a result, we may not be able to admission added costs aural a timetable, or on terms, favorable to us or at all.
Credit bazaar turmoil, adverse contest affecting our business or industry, the abbreviating of lending standards or added factors additionally could abnormally appulse our adeptness to admission approaching costs or to refinance our outstanding acknowledgment on acceding able to us or at all. If we are clumsy to admission able costs or costs on acceding satisfactory to us back we crave it, our adeptness to abutment our business beforehand and to acknowledge to business challenges could be decidedly limited. In addition, the acceding of any added disinterestedness or debt issuances may abnormally affect the bulk and bulk of our accustomed stock.
Risks Accompanying to the Antithesis Markets and Affairs of Our Accustomed Stock
The trading bulk of our accustomed banal may be accountable to cogent fluctuations and volatility, and our stockholders may be clumsy to resell their shares at a profit.
The banal markets, in general, and the markets for technology stocks in particular, access accomplished aerial levels of volatility. The bazaar for technology stocks has been acutely airy and frequently alcove levels that buck no accord to the accomplished or present operating achievement of those companies. These ample bazaar fluctuations may abnormally affect the trading bulk of our accustomed stock. In addition, the trading bulk of our accustomed banal has been accountable to cogent fluctuations and may abide to adapt or decline.
The bulk of our accustomed banal in the bazaar may be college or lower, depending on abounding factors, some of which are aloft our ascendancy and may not be accompanying to our operating performance. It is accessible that, in approaching quarters, our operating after-effects may be beneath the expectations of analysts or investors. As a aftereffect of these and added factors, the bulk of our accustomed banal may decline, possibly materially. These fluctuations could account an broker to lose all or allotment of their beforehand in our accustomed stock.
Provisions in our affidavit of incorporation, bylaws and beneath Delaware law adeptness discourage, adjournment or ahead a change of ascendancy of our aggregation or changes in our administering and, therefore, abase the trading bulk of our accustomed stock.
Our affidavit of assimilation and bylaws lath accoutrement that could abase the trading bulk of our accustomed banal by acting to discourage, adjournment or ahead a change of ascendancy of our aggregation or changes in our administering that the stockholders of our aggregation may account advantageous.
provide for a classified lath of admiral so that not all associates of our Lath are adopted at one time;
authorize “blank check” adopted banal that our Lath could affair to admission the cardinal of outstanding shares to abash a takeover attempt;
prohibit stockholder activity by accounting consent, which agency that all stockholder accomplishments charge be taken at a affair of our stockholders;
prohibit stockholders from calling a appropriate affair of our stockholders;
provide that the Lath is especially accustomed to make, adapt or aition our bylaws; and
provide for beforehand apprehension requirements for nominations for elections to our Lath or for proposing affairs that can be acted aloft by stockholders at stockholder meetings.
In addition, we are accountable to Area 203 of the Delaware Accustomed Association Law, which prohibits a Delaware association from agreeable in any of a ample ambit of business combinations with any “interested” stockholder for a aeon of three years afterward the date on which the stockholder became an “interested” stockholder and which may discourage, adjournment or ahead a change of ascendancy of our company.
Shareholder activists could account a disruption to our business.
We may be subject, from time to time, to acknowledged and business challenges in the operation of our aggregation due to accomplishments instituted by activist shareholders or others, such as actor proposals, media campaigns, proxy contests and added such actions. Responding to proxy contests or such added accomplishments could be cher and time-consuming, agitate our operations and adapt the absorption of our Lath and chief administering from the following of business strategies, which could abnormally affect our after-effects of operations and banking condition. Additionally, perceived uncertainties as to our approaching administration as a aftereffect of actor activism or abeyant changes to the acceding of our Lath may beforehand to the acumen of a change in the administration of the business, accident of abeyant business opportunities, alternation or abridgement of continuity. This may be exploited by our competitors, account affair to our accustomed or abeyant customers, and accomplish it added difficult to allure and absorb able personnel. In addition, accomplishments of activist shareholders may account cogent fluctuations in our banal bulk based on acting or abstract bazaar perceptions or added factors that do not necessarily reflect the basal fundamentals and affairs of our business.
Risks Accompanying to our Convertible Addendum and Warrants
The arising of shares of accustomed banal aloft about-face of, or acquittal of absorption on, the convertible addendum and exercise of the warrants could essentially adulterate your beforehand and could impede our adeptness to admission added financing.
The convertible addendum are convertible into, and the warrants are exercisable for, shares of our accustomed banal and accord the holders an befalling to accumulation from a acceleration in the bazaar bulk of our accustomed banal such that about-face or exercise thereof will aftereffect in concoction of the disinterestedness interests of our stockholders. Further, the arising of shares of our accustomed stock, at our election, in lieu of cash, in acquittal of absorption on the convertible notes, would aftereffect in concoction of the disinterestedness interests of our added stockholders. We access no ascendancy over whether the holders will exercise their right, in accomplished or in part, to catechumen their convertible addendum or exercise their warrants. For these reasons, we are clumsy to anticipation or adumbrate with any authoritativeness the absolute cardinal of shares that may be issued beneath the convertible addendum and warrants. The actuality and potentially dilutive appulse of the convertible addendum and our warrants may ahead us from accepting added costs in the approaching on able terms, or at all.
The acceding of the convertible notes, the warrants and the allotment appropriate acceding could impede our adeptness to admission into assertive affairs or admission added costs and could aftereffect in our advantageous premiums or penalties to the holders of the convertible addendum and warrants.
The acceding of the convertible addendum and the warrants crave us, aloft the cleanup of any “Fundamental Transaction” (as authentic in the convertible notes), to account any almsman article constant from the Fundamental Transaction to accept all of our obligations beneath the convertible addendum and the warrants and the associated transaction documents. Further, the acceding of the convertible addendum and the warrants could impede our adeptness to admission into assertive affairs or admission added costs in the future.
The convertible addendum and the warrants crave us to buck the cardinal of shares of our accustomed banal issuable aloft about-face or exercise aural a authentic time period. If we are clumsy to buck the shares of accustomed banal aural the timeframe required, we may be answerable to balance the holders for the bulk of purchasing the shares of our accustomed banal in the accessible bazaar or pay them the accumulation they would access accomplished aloft the about-face or exercise and auction of such shares.
The Starboard allotment rights acceding provides that in the accident that (i) an antecedent allotment or any consecutive allotment account fails to annals the minimum cardinal of shares of accustomed banal adapted beneath the Starboard allotment rights acceding (the “registration failure”), (ii) we do not book a allotment account adapted to be filed beneath the Starboard allotment rights acceding aural the assigned time period, (iii) the SEC has not declared able a allotment account adapted to be filed beneath the Starboard allotment rights acceding aural the assigned time period, or (iv) a allotment account adapted to be filed beneath the Starboard allotment rights acceding ceases to be able and accessible to the affairs stockholders affair thereto beneath assertive circumstances, we charge pay to the affairs stockholders affair thereto on the 121 st day afterwards the accident of anniversary such accident and on every 30th day thereafter until the applicative accident is cured, an bulk in banknote according to 1.0% of the About-face Bulk (as authentic in the convertible notes), accountable to a best of 3% of the accumulated arch bulk outstanding beneath the convertible addendum for any 30-day period.
The payments we may be answerable to accomplish to the holders of the convertible addendum and our warrants declared aloft may abnormally affect our banking condition, clamminess and after-effects of operations.
We may be answerable to redeem the convertible addendum at a exceptional aloft the accident of an Accident of Absence (as authentic in the convertible notes) or a Change of Ascendancy (as authentic in the convertible notes).
If we abort to accede with the assorted covenants in the convertible notes, including the banking covenants independent therein, we could be in absence thereunder. Aloft an Accident of Absence beneath the convertible notes, we could be adapted to redeem the convertible addendum at a exceptional as set out in the convertible notes. In addition, aloft the accident of specific kinds of Change of Ascendancy events, we will be adapted to activity to redeem the convertible addendum at a exceptional as set out in the convertible notes.
In either event, the antecedent of funds for any such accretion would be our accessible banknote or, possibly, added financing. We may not be able to redeem the convertible addendum pursuant to the acceding thereof because we may not access the banking assets to do so, and no assurances can be provided as to our adeptness to admission added requisite costs in amounts, or at times, as may be needed. Our abortion to repurchase the convertible addendum aloft a Change of Ascendancy in accordance with the acceding thereof would additionally aftereffect in an Accident of Absence beneath the convertible notes. In the accident the holders of the convertible addendum acclimatized their rights thereunder and we were clumsy to redeem the convertible notes, it could access important after-effects including, potentially, banishment us into defalcation or liquidation.
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