Onterris (ONT) risk factors, FY2025 10-K

Risks Related to Our Industry and the Broader Economy

1. 01General global economic, business and other conditions and our vulnerability to the cyclical nature of the sectors and industries in which our clients operate may adversely affect our business
2. 02We engage in a highly competitive business and any failure to effectively compete could have a material adverse effect on us26% rewritten
3. 03If we are unable to develop successful new services or technologies or adapt to rapidly changing technology and industry standards or changes to regulatory requirements, our business could be harmed21% rewritten
4. 04Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and our businessNew

Risks Related to the Nature of Our Business

1. 05Parts of our business may depend on certain natural or manmade events which are impossible to predict, and our revenue and customer concentration resulting from these businesses has and may fluctuate significantly based on the frequency and scale of these events41% rewritten
2. 06We may work on high-profile projects, and any negative publicity or perceived failures of those projects, or litigation resulting from such projects, could damage our reputation and harm our operating results
3. 07Our clients are subject to significant governmental regulation with respect to the environment and any changes to these laws and regulations could have a material adverse effect on our business
4. 08If we fail to attract and retain qualified management and skilled technical personnel, our business may be adversely affected
5. 09Safety-related issues could adversely impact our business
6. 10Our environmental emergency response business places our employees in dangerous situations which may present serious and enhanced safety issues that could adversely affect our business
7. 11We may not be able to maintain or expand our accreditation and other authorizations, which may adversely affect our ability to provide our services
8. 12Allegations regarding whether we have complied with professional standards, duties and statutory obligations or our failure to provide accurate results may have an adverse effect on our business
9. 13We use small aircraft to transport employees to project sites from time to time which exposes us to risks associated with air travel
10. 14ESG matters, including those related to climate change, sustainability and the goals and initiatives we set and implement and the public statements and disclosures we make in respect of these matters, may have an adverse effect on our business53% rewritten
11. 15Product and systems offerings subject us to risks that could adversely affect our business
12. 16lack of market acceptance, delays in product development and failure of products to operate properly
13. 17Our operations are subject to environmental laws and regulations and any liabilities may have a material adverse effect on our business
14. 18Seasonality of demand for certain of our services and weather conditions and other factors outside our control may adversely affect, or cause volatility in, our financial results22% rewritten
15. 19Our business could be disrupted by catastrophic events

Risks Related to Our Acquisition Strategy

1. 20The success of our business depends, in part, on our ability to execute on our acquisition strategy
2. 21Our acquisition strategy exposes us to significant risks and additional costs
3. 22Any inability to successfully integrate our recent or future acquisitions, or realize their anticipated benefits, could have a material adverse effect on us
4. 23delays or cost-overruns in the integration process

Risks Related to Our Contracts and Revenue Streams

1. 24We may not be successful in maintaining and expanding our client base or the services we provide to existing clients, which could adversely affect our business23% rewritten
2. 25We generally do not have formal long-term agreements with our clients and attempts by clients to change the terms of or terminate their relationships with us may have a negative impact on our business
3. 26Public clients involve unique policy, contract and performance risks, and we may face challenges to our government contracts or our eligibility to serve government clients, any of which could materially adversely impact our business
4. 27Our contracts with federal, state, provincial and local governments may be terminated or adversely modified prior to completion, which could adversely affect our business
5. 28decline to exercise an option to extend an existing multiple year contract

Technology and Privacy Related Risks

1. 29A failure in or breach of our networks or systems, including as a result of cyber-attacks, could have a material adverse effect on our business60% rewritten
2. 30employees’ data, our intellectual property (including trade secrets and research, development, and engineering know-how), and other third-party data (such as subcontractors, suppliers and vendors) could be compromisedNew
3. 31Laws and regulations regarding the handling of client confidential data and information may have a negative impact on our business

Risks Related to Our Indebtedness

1. 32Our current indebtedness, and any future indebtedness we may incur, may limit our operational and financing flexibility and negatively impact our business74% rewritten
2. 33We also may enter into new borrowing arrangements and incur significant indebtedness in the future to continue to support our organic and acquisition-related growth
3. 34limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged
4. 35Despite our current level of indebtedness, we may incur more debt43% rewritten
5. 36We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
6. 37Our 2025 Credit Facility restricts our ability to engage in some business and financial transactions
7. 38manage cash and other assets in our deposit accounts and securities accounts

Risks Related to Ownership of Our Common Stock

1. 39The trading price of our common stock has been and may continue to be volatile and could decline substantially36% rewritten
2. 40new legislation or other political or regulatory developments that adversely affect us, our markets or our industry
3. 41We have no present intention to pay dividends on our common stock
4. 42Our ability to raise capital in the future may be limited. We may not be able to secure additional financing on terms that are acceptable to us, or at all

Risks Related to Provisions in Our Charter Documents

1. 43Provisions of our amended and restated governing documents, Delaware law and other documents could discourage, delay or prevent a merger or acquisition at a premium price
2. 44These provisions may discourage, delay or prevent a merger or acquisition of our company, including a transaction in which the acquirer may offer a premium price for our common stock
3. 45Our amended and restated certificate of incorporation includes an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us65% rewritten

General Risks

1. 46Our profitability will suffer if we are not able to price our services appropriately or control our costs
2. 47general economic conditions
3. 48our overhead costs necessary to support the successful delivery of services
4. 49We have a history of losses and may not be able to achieve or sustain profitability in the future29% rewritten
5. 50We may not be successful in promoting and further developing our brands, which could adversely affect our business24% rewritten
6. 51Our global operations subject us to additional risks that could adversely affect our business
7. 52other dynamics in international jurisdictions, any of which could result in substantial additional legal or compliance costs, liabilities or obligations for us or could require us to significantly modify our current business practices or even exit a given market
8. 53Any inability to develop or maintain and protect our intellectual property could have a material adverse effect on us
9. 54Claims that we infringe on the intellectual property rights of others could have a material adverse effect on us
10. 55Legal and regulatory claims and proceedings could have a material adverse effect on us
11. 56We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions, any disagreement with our tax positions or any changes in effective tax rates could have a material adverse effect on our business, financial condition or results of operations
12. 57If our research and development activities are unsuccessful, our business could be harmed
13. 58Failure to comply with anti-corruption and similar laws could subject us to penalties and other adverse consequences
14. 59Insufficient insurance coverage could have a material adverse effect on us
15. 60Our internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation28% rewritten