Content analysis
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Legalese | ||
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H.S. junior Avg
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New words:
allegedly, Antitrust, arrangement, assumption, carefully, CB, DPF, EC, Elaine, England, enjoining, false, holder, Houlihan, HSR, live, Lokey, misconduct, navigating, NRS, Overview, proper, purported, recommendation, recommended, rescission, rescissory, Ryan, SDNY, Southern, timeframe, timeline, virtually, waiting, Wang, Washington
Removed:
attaining, begin, binding, contest, flat, remove, standard, transatlantic, undertaken
Financial report summary
?Competition
Microsoft • Adobe • Meta Platforms Inc - Ordinary Shares • Oracle • Groupon • Pinterest Inc - Ordinary Shares • News Corp - Ordinary Shares • Criteo S.A • PayPal • Alphabet Inc - Ordinary SharesRisks
- The pendency of the Proposed Business Combination could cause us to incur material costs, could materially divert management and employee attention from Company business activities, and could adversely affect our hiring and retention, our relations with customers, and our financial results.
- Completion of the Proposed Acquisition is subject to various conditions, we may not satisfy all of the required closing conditions, and we could have to pay a termination fee and reimburse Neptune for specified expenses incurred if, under certain circumstances, the Proposed Acquisition is terminated.
- While the Merger Agreement is in effect, we are subject to certain restrictions on our business activities.
- The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
- Stockholder litigation could prevent or delay the closing of the Proposed Acquisition or otherwise negatively impact our business and operations.
- We have incurred net losses since inception and we may not be able to generate sufficient revenues to achieve or subsequently maintain profitability.
- We may not achieve revenue growth, or may encounter unplanned fluctuations in our revenue, due to external factors such as global macroeconomic risk of slowdown or recession, which could negatively impact the spending of consumers, CPGs, and retailers and thus negatively impact our business.
- We may not achieve revenue growth, or may encounter unplanned fluctuations in our revenue, due to our business and pricing model changes, or as a result of other strategic initiatives we may choose to pursue, which could negatively affect our business.
- Our revenue and business will be negatively affected if we fail to retain and expand our relationships with retailers, if we fail to obtain commitment and support for our platforms from retailers, and if we do not successfully renegotiate or amend retailer agreements.
- Our revenue and business will be negatively affected if we fail to develop, increase the number of and expand relationships with network partners that contribute to the growth of audiences engaging on our platforms.
- The loss of or decrease in spending by any significant customer, or the loss of or decrease in support from any significant partner, could materially and adversely affect our revenues, results of operations and financial condition.
- If the distribution, revenue sharing or other fees that we pay increase, or if we are unable to meet contractual minimums under guaranteed distribution fee arrangements, our gross profit and business will be negatively affected.
- Our gross margins are dependent on many factors, some of which are not directly controlled by us.
- We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
- If we are unable to successfully respond to changes in the digital promotions market, our business could be negatively affected.
- Competition presents an ongoing threat to the success of our business.
- We depend in part on advertising agencies as intermediaries, and if we fail to develop and maintain these relationships, our business may be negatively affected.
- Our failure to attract, integrate, motivate and retain highly qualified personnel in the future could harm our business, and in the near term is an increasing challenge due to market conditions and strategic transitions in our business.
- The effects of health epidemics, including the COVID-19 pandemic, have had, and in the future may potentially have, an adverse impact on our business, operations and the markets and communities in which we and our partners operate.
- Acquisitions, joint ventures and strategic investments could result in operating difficulties, dilution and other harmful consequences.
- If we fail to effectively manage our growth, our business and financial performance may suffer.
- Failure to deal effectively with fraudulent or other improper transactions could harm our business.
- Indemnity provisions in various agreements and our corporate documents potentially expose us to substantial liability for intellectual property infringement and other claims.
- Our business depends on strong brands, and if we are not able to maintain and enhance our brands, or if we receive unfavorable media coverage, our ability to retain and expand our number of advertisers, retailers and consumers will be impaired and our business and operating results will be negatively affected.
- Our use of and reliance on international research and development resources and operations may expose us to unanticipated costs or events.
- If we fail to expand effectively in international markets, our revenues and our business may be negatively affected.
- Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations and industry standards could substantially harm our business and results of operations.
- If our estimates or judgements relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
- Failure to comply with federal, state and foreign privacy, data protection, marketing and consumer protection laws, regulations and industry standards, or the expansion of current or the enactment or adoption of new privacy, data protection, marketing and consumer protection laws, regulations or industry standards, could adversely affect our business.
- We may be required to record a significant charge to earnings if our goodwill or amortizable intangible assets become impaired.
- Changes to financial accounting standards or the SEC’s rules and regulations may affect our financial statements and cause us to change our business practices.
- If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
- State and foreign laws regulating money transmission could impact our rebates solutions.
- Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
- Changes in the U.S. and foreign tax law or challenges by taxing authorities of the jurisdictions in which we operate could increase our worldwide effective tax rate and have a negative effect on our financial position and results of operations.
- If our security measures or information we collect and maintain are compromised or publicly exposed, advertisers, retailers and consumers may curtail or stop using our platforms and we could be subject to claims, penalties and fines.
- Our ability to generate revenue and properly capture the occurrence of certain revenue-generating events depends on the collection, reliability, and use of significant amounts of data from various sources, which may be restricted by consumer choice, restrictions imposed by retailers, publishers and browsers or other software developers, changes in technology, and new developments in laws, regulations and industry requirements or standards.
- If the use of mobile device identifiers, third-party cookies or other tracking technology is rejected by consumers, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, the benefits of our offerings and solutions could diminish, our data and media acquisition costs could increase and we could lose customers and revenue.
- We allow our clients and partners to utilize application programming interfaces ("APIs"), with our platforms, which could result in outages or security breaches and negatively impact our business, financial condition and results of operations.
- Our business relies in part on electronic messaging, including emails and SMS text messages, and any technical, legal or other restrictions on the sending of electronic messages or an inability to timely deliver such communications could harm our business.
- Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our platforms, including our websites and mobile applications, and any significant disruption in service could result in a loss of advertisers, retailers and consumers.
- We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in our inability to prevent or respond to disruptions in our services.
- We may not be able to adequately protect our intellectual property rights.
- We may be accused of infringing intellectual property rights of third parties.
- We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.
- Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.
- The market price of our common stock has been, and is likely to continue to be, subject to wide fluctuations and could subject us to litigation.
- Our business could be negatively affected as a result of actions of stockholders.
- Substantial future sales of shares by our stockholders could negatively affect our stock price.
- The concentration of our common stock ownership with our executive officers, directors and owners of 5% or more of our outstanding common stock will limit our ability to influence corporate matters.
- If securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us, the price of our common stock could decline.
- We do not intend to pay dividends for the foreseeable future.
- Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.
- Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events or terrorism.
- Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.
Management Discussion
- Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
- On June 20, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CB Neptune Holdings, LLC, a Delaware limited liability company ("Neptune") and NRS Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Neptune ("Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Quotient (the “Merger”), with Quotient continuing as the surviving corporation and as a wholly-owned subsidiary of Neptune, a privately held company. Under the terms of the Merger Agreement, Neptune has agreed, subject to certain exceptions, to pay holders of all of our outstanding common stock issued and outstanding as of immediately prior to the Merger, restricted stock units (“RSUs”) outstanding as of immediately prior to the Merger, performance-based restricted stock units (“PSUs”) outstanding as of immediately prior to the Merger and vested and unvested options to acquire common stock, consideration of $4.00 per share of common stock or underlying common stock in cash (in the case of options, less the exercise price per share of common stock subject to such option).
- Completion of the Merger and the related transactions (the “Proposed Acquisition”) is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Quotient’s common stock; (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”); and (3) the absence of an order or law preventing the Merger. The Merger Agreement also contains certain termination rights of Quotient and Neptune and provides that, upon the termination of the Merger Agreement under specified circumstances, Quotient will be required to pay Neptune a termination fee of approximately $14 million.