Teads Holding (TEAD) risk factors, FY2024 10-K

Risks Related to the Acquisition

1. 01If our due diligence investigation of Teads was inadequate or if risks related to Teads’ business materialize, it could have a material adverse effect on our stockholders’ investment

Risks Related to the Company After the Acquisition Closing

1. 02Unfavorable global economic conditions could adversely affect the Company’s business, financial condition or results of operations
2. 03The Company may need to raise additional financing in the future to fund its operations, which may not be available to it on favorable terms or at all
3. 04The market price of the Common Stock may decline as a result of the Acquisition
4. 05The market price of the Common Stock is expected to be volatile, and the market price of the Common Stock may drop following the Acquisition
5. 06Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Common Stock
6. 07brought in the future, such litigation could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect the Company’s business
7. 08If the Company fails to attract and retain management and other key personnel, it may be unable to continue to grow effectively
8. 09Outbrain’s current stockholders have a reduced ownership and voting interest in, and exercise less influence over the management of, Outbrain following the closing of the Acquisition as compared to their previous ownership and voting interest in Outbrain
9. 10Outbrain’s stockholders may not realize a benefit from the Acquisition commensurate with the ownership dilution they experienced by reason of the Acquisition
10. 11Sales by Altice Teads or other holders of shares of Common Stock, or the perception that such sales may occur, could cause the market value of the Common Stock to decline
11. 12Altice Teads has influence over the Company, including director nomination rights, and Altice Teads’ interests may not always coincide with the interests of the Company’s other stockholders
12. 13If equity research analysts publish unfavorable research or reports about the Company, its business or its market, its stock price and trading volume could decline

Risks Related to Outbrain, Teads and the Company

1. 14that affect advertising demand may have a disproportionate impact on our revenues and profitability in certain periods and could adversely affect our business, results of operations, and financial condition
2. 15Growth in our business may place demands on our infrastructure and our operational, managerial, administrative, and financial resources
3. 16Our sales and marketing efforts may require significant investments and, in certain cases, involve long sales cycles, and may not yield the results we seek. Even if our sales and marketing efforts are successful, there can be no assurance that our media partners will be able to generate sufficient traffic
4. 17Our research and development efforts may not meet the demands of a rapidly evolving technology market resulting in a loss of customers, revenue, and/or market share
5. 18The digital advertising industry is intensely competitive, and if we do not effectively compete against current and future competitors, our business, results of operations, and financial condition could be adversely affected
6. 19Loss of large media partners could have a significant impact on our revenue and results of operations
7. 20Our revenue growth and future prospects will be adversely affected if we fail to expand our advertiser and agency relationships
8. 21Our advertiser contracts, which can be canceled at any time, do not usually include any commitments to spend any amount of money with us, subjecting us to sudden changes in spend estimates which could have an adverse effect on our business, results of operations and financial condition
9. 22We are subject to payment-related risks that may adversely affect our business, working capital, financial condition and results of operations
10. 23The failure of our recommendation engine to accurately predict consumer engagement may adversely affect our business, results of operations, and financial condition
11. 24If the quality of our advertisements deteriorates, or if we fail to present interesting content to consumers, we may experience a decline in user engagement, which could result in the loss of media partners
12. 25The content of advertisements could damage our reputation and brand, or harm our ability to expand our base of consumers, advertisers and media partners, and negatively impact our business, results of operations, and financial condition
13. 26Conditions in Israel, including the ongoing conflict between Israel and Hamas and other terrorist organizations, may adversely affect our operations and limit our ability to market, support and innovate on our products, which would lead to a decrease in revenues
14. 27The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global, and Fitch)
15. 28research or restrict business with Israel, which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact business operations
16. 29Our current business model depends on media owners maintaining open access digital properties, monetizing through advertising and attracting users to their digital properties, and could be impacted by continued pressure on the publishing industry
17. 30Our results of operations may fluctuate significantly from period to period and may not meet our expectations or those of securities analysts and investors
18. 31In preparing our financial statements, we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results
19. 32Our profitability has been and may continue to be adversely impacted, or may fluctuate on a quarterly basis, due to guarantees that we have provided to some of our media partners
20. 33Seasonal fluctuations in advertising activity and large cyclical events could have a material impact on our revenue, cash flow and operating results
21. 34If currency exchange rates fluctuate substantially in the future, our results of operations, which are reported in U.S. dollars, could be adversely affected
22. 35Our business depends on our ability to collect, use and disclose data to deliver advertisements. Any limitation imposed on our collection, use or disclosure of this data could significantly diminish the value of our solution
23. 36User growth and engagement depends upon effective interoperation with devices, platforms and standards set by third parties that we do not control
24. 37If we fail to detect and prevent click fraud or other invalid engagements with the advertisements we serve, we could lose the confidence of our advertisers, which would cause our business to suffer and negatively impact our financial results
25. 38Our failure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information or the confidential information of our partners, could damage our reputation and brand and substantially harm our business and operating results
26. 39AI presents risks for the Open Internet and display advertising. We use AI in our business, and challenges with efficiently adopting AI and properly managing its use could result in competitive harm, reputational harm, and legal liability, and adversely affect our results of operations
27. 40Failures or loss of our infrastructure, including hardware and software, with respect to us and other service providers on which we rely, could adversely affect our business
28. 41We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain and motivate our personnel, we may not be able to grow effectively
29. 42Our corporate culture has contributed to our success, and if we cannot maintain it as a result of our hybrid work model or otherwise, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed
30. 43Our employees, contractors, consultants or other associated parties may behave in contravention of our internal policies or laws and regulations applicable to us, or otherwise act unethically or illegally, which could harm our reputation or subject us to liability
31. 44Utilizing labor in foreign countries may subject us to additional risks, which could have an adverse effect on our business, operating results and financial condition
32. 45Our business may be adversely affected by matters associated with our labor force
33. 46We may engage in strategic transactions, which may not yield a positive financial outcome. Further, such activity may result in the company operating in businesses beyond its current core business with risk factors beyond those which are identified here

Risks Relating to Legal or Regulatory Matters

1. 47Our business is subject to political and regulatory risks in the various markets in which we operate; compliance with differing and changing regulatory requirements poses compliance challenges
2. 48If media partners, advertisers, and data providers do not obtain necessary and requisite consents from consumers for us to process their personal data, we could be subject to fines and liability
3. 49Evolving legislation and mechanisms governing the transfer of personal data from the EEA or the UK to the United States, introduce increased uncertainty and may require us to change our EEA/UK data practices and/or rely on an alternative legally sufficient compliance measure
4. 50Any governmental investigations, legal proceedings, or claims against us could result in liability, harm our reputation and could be costly and time-consuming to defend
5. 51We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information, or prevent third parties from making unauthorized use of our intellectual property or claiming unauthorized use of their intellectual property
6. 52We may be subject to intellectual property rights claims by third parties, which are costly to defend and could require us to pay significant damages and could limit our ability to use technology or intellectual property
7. 53Our platform relies on third-party open source software components. Failure to comply with the terms of the underlying open source software licenses could expose us to liabilities, and the combination of open source software with code that we develop could compromise the proprietary nature of our platform
8. 54Environmental, social and governance (“ESG”) risks could adversely affect the Company’s reputation, business and performance and the trading price of the Common Stock

Risks Related to Taxation

1. 55Our tax liabilities may be greater than anticipated
2. 56Future events may impact our deferred tax asset position including deferred tax assets related to our utilization of net operating losses (“NOLs,” each an “NOL”) and U.S. deferred federal income taxes on undistributed earnings of international affiliates that are considered to be reinvested indefinitely

Risks Related to the Securities Markets and Ownership of the Common Stock

1. 57The trading price of the shares of the Common Stock is likely to be volatile, and purchasers of the Common Stock could incur substantial losses
2. 58If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline
3. 59Sales of substantial amounts of Common Stock in the public markets, or the perception that they may occur, could cause the market price of the Common Stock to decline
4. 60We are an emerging growth company subject to reduced disclosure requirements, and there is a risk that availing ourselves of such reduced disclosure requirements will make the Common Stock less attractive to investors
5. 61We do not intend to pay dividends on the Common Stock, so any returns will be limited to the value of the Common Stock
6. 62Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management