Ziff Davis (ZD) risk factors, FY2025 10-K

Other

1. 01We intend to continue to develop new services, enhance existing services and expand our geographic presence through acquisitions of other companies, service lines, technologies, and personnel
2. 02The majority of our revenue within our Digital Media Businesses is derived from short-term advertising arrangements, and a reduction in spending by or loss of current or potential advertisers would cause our revenue and operating results to decline
3. 03In our Digital Media Businesses, if we are unable to prove that our advertising and sponsorship solutions provide an attractive return on investment for our customers, our financial results could be harmed
4. 04A system failure, security breach, cyberattack, or other technological risk could delay or interrupt service to our customers, harm our reputation and business, lead to a loss of customers, or subject us to significant liability
5. 05We face a wide variety of cyberattacks including attempts to gain unauthorized access to customer accounts
6. 06Generative AI and related technologies could present risks and challenges to our business83% rewritten
7. 07The use of AI by our workforce may present risks to our businessNew
8. 08Changes in our tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results
9. 09Taxing authorities may successfully assert that we should have collected, or in the future should collect sales and use, telecommunications, or similar taxes, and we could be subject to liability with respect to past or future tax, which could adversely affect our operating results
10. 10Climate change may have a long-term impact on our business
11. 11The markets in which we operate are highly competitive and some of our competitors may have greater resources to commit to growth, superior technologies, cheaper pricing, or more effective marketing strategies. Also, we face significant competition for users, advertisers, publishers, developers, and distributors
12. 12Our growth will depend on our ability to develop, strengthen, and protect our brands, and these efforts may be costly and have varying degrees of success
13. 13Our business is highly dependent on our billing systems47% rewritten
14. 14If our business experiences excessive credit and debit card declines, fraudulent activity, or cannot meet evolving credit card company merchant standards, we could incur substantial costs and lose the right to accept credit cards for payment and our subscriber base could decrease significantly40% rewritten
15. 15As a creator and a distributor of content over the internet, we face potential liability for legal claims based on the nature and content of the materials that we create or distribute
16. 16We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could divert significant operational resources and our management’s time and attention
17. 17As we continue to grow our international operations, adverse currency fluctuations and foreign exchange controls could have a material adverse effect on our financial condition and results of operations
18. 18We may be subject to risks from international operations
19. 19We may be found to infringe the intellectual property rights of others, and we may be unable to defend our proprietary technology, content, and intellectual property36% rewritten
20. 20future. Further, we may not have been and may not be able to detect unauthorized use of our technology, content, or intellectual property, or to take appropriate steps to enforce our intellectual property rightsNew
21. 21The successful operation of our business depends upon the supply of critical business elements and relationships from other companies51% rewritten
22. 22Our success depends on our retention of our executive officers and senior management and our ability to hire and retain key personnel
23. 23We are exposed to risk if we cannot maintain or adhere to our internal controls and procedures56% rewritten
24. 24cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future. A material weakness in our internal controls could result in a material misstatement of our consolidated financial statementsNew
25. 25Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements
26. 26Potential indemnification liabilities to third-parties could materially and adversely affect our businesses, financial condition, results of operations, and cash flows49% rewritten
27. 27ESG matters, as well as related reporting obligations, expose us to risks that could adversely affect our reputation and performance
28. 28We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which may cause the price of our securities to decline

Risks Related To Our Industries

1. 29We are subject to laws and regulations affecting our domestic and international operations in a number of areas27% rewritten
2. 30Privacy and cybersecurity laws, as well as self-regulatory developments may have uncertain interpretations and/or impose conflicting obligations on us and could adversely affect our ability to conduct our business, and may lead to regulatory investigations, government enforcement, and private actions83% rewritten
3. 31legislation or regulations that could significantly restrict our ability to collect, augment, analyze, use, and share de-identified or anonymous data, which could increase our costs and reduce our revenueNew
4. 32Online applications are subject to various laws and regulations relating to children's privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actionsNew
5. 33We face potential liability related to the privacy and security of health-related information we collect from, or on behalf of, our consumers and customers58% rewritten
6. 34the provision of the products and services developed for other third parties or in connection with certain of our other services that may transmit or store protected health informationNew
7. 35Developments in the healthcare industry could adversely affect our business
8. 36Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies with our Everyday Health Group set of brands
9. 37Our business could suffer if providers of broadband internet access services block, impair, or degrade our services
10. 38Technologies have been developed that are able to block certain of our advertisements or impair our ability to serve interest-based advertising which could harm our operating results
11. 39If we or our third-party service providers fail to prevent click fraud or choose to manage traffic quality in a way that advertisers find unsatisfactory, our profitability may decline
12. 40The industries in which we operate are undergoing rapid technological changes and we may not be able to keep up

Risks Related To Our Liquidity and Indebtedness

1. 41We are exposed to risks associated with changes in interest rates
2. 42We maintain cash deposits in excess of federally insured limits and the collapse of certain banks and potentially other financial institutions may adversely impact us
3. 43Our level of indebtedness could adversely affect our financial flexibility and our competitive position
4. 44In addition, the agreements governing our Outstanding Debt contain, and the agreements evidencing or governing other future indebtedness (“Subsequent Debt Agreements”) may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interests
5. 45Subsequent Debt Agreements may contain similar restrictive covenants
6. 46To service our debt and fund our other capital requirements, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control64% rewritten
7. 47operations, or that future borrowings will be available, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needsNew
8. 48We may not have the ability to raise the funds necessary to settle conversions of our Convertible Notes or to repurchase such Convertible Notes upon a fundamental change or repurchase our senior notes upon change in control

Risks Related To Our Stock

1. 49The fundamental change purchase features of our notes may delay or prevent an otherwise beneficial attempt to take over our Company
2. 50Conversions of the Convertible Notes could dilute the ownership interest of our existing stockholders
3. 51We cannot guarantee that our share repurchase program will be fully consummated or will enhance long-term stockholders value, and share repurchases could increase the volatility of the trading price of our common stock and diminish our cash reserves
4. 52Future sales of our common stock may negatively affect our stock price
5. 53Anti-takeover provisions could negatively impact our stockholders
6. 54Our stock price may be volatile or may decline