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is critical to the growth of our business. We will need additional financing to fund operations, which additional financing may not be
available on reasonable terms or at all. Our future growth, including the potential for
future market expansion will require additional capital. We will consider raising additional funds through various financing sources,
including the procurement of additional commercial debt financing. However, there can be no assurance that such funds will be available
on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to execute our
growth strategy, and operating results may be adversely affected. Any additional debt financing will increase expenses and must be repaid
regardless of operating results and may involve restrictions limiting our operating flexibility. Our ability to obtain financing may be impaired
by such factors as the capital markets, both generally and specifically in our industry, which could impact the availability or cost of
future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations,
are not sufficient to satisfy our capital needs, we may be required to decrease the pace of, or eliminate, our future product offerings
and market expansion opportunities and potentially curtail operations. Our business is highly competitive. Competition
presents an ongoing threat to the success of our business. Our business is rapidly evolving and intensely
competitive, and we have many competitors in different industries. Our competition includes big box retailers, such as Home Depot, Lowe’s
and Costco, specialty retailers, such as TeeVax, Ferguson and Premier Bath and Kitchen, and online marketplaces, such as Amazon. We expect competition to continue to increase.
We believe that our ability to compete successfully depends upon many factors both within and beyond our control, includin ● the
size and composition of our customer base; ● the
number of suppliers and products we feature; ● our
selling and marketing efforts; ● the
quality, price and reliability of products we offer; ● the
quality and convenience of the shopping experience that we provide; ● our
ability to distribute our products and manage our operations; and ● our
reputation and brand strength. 46 Many of our current competitors have, and potential
competitors may have, longer operating histories, greater brand recognition, larger fulfillment infrastructures, greater technical capabilities,
faster and less costly shipping, significantly greater financial, marketing and other resources and larger customer bases than we do.
These factors may allow our competitors to derive greater net revenue and profits from their existing customer base, acquire customers
at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer habits. These competitors may
engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing
policies, which may allow them to build larger customer bases or generate net revenue from their customer bases more effectively than
we do. Our success depends, in substantial part,
on our continued ability to market our products through search engines and social media platforms. The marketing of our products depends on our ability
to cultivate and maintain cost-effective and otherwise satisfactory relationships with search engines and social media platforms, including
those operated by Google, Facebook, Bing and Yahoo!. These platforms could decide to change their terms and conditions of use at any time
(and without notice) and/or significantly increase their fees. No assurances can be provided that we will be able to maintain cost-effective
and otherwise satisfactory relationships with these platforms and our inability to do so in the case of one or more of these platforms
could have a material adverse effect on our business, financial condition and results of operations. We obtain a significant number of visits via search
engines such as Google, Bing and Yahoo! Search engines frequently change the algorithms that determine the ranking and display of results
of a user’s search and may make other changes to the way results are displayed, which can negatively affect the placement of links
and, therefore, reduce the number of visits to our website. The growing use of online ad-blocking software may also impact the success
of our marketing efforts because we may reach a smaller audience and fail to bring more customers to our website, which could have a material
adverse effect on our business, financial condition and results of operations. System interruptions that impair customer
access to our sites or other performance failures or incidents involving our logistics network, our technology infrastructure or our critical
technology partners could damage our business, reputation and brand and substantially harm our business and results of operations. The satisfactory performance, reliability and
availability of our sites, transaction processing systems, logistics network, and technology infrastructure are critical to our reputation
and our ability to acquire and retain customers, as well as maintain adequate customer service levels. For example, if one of our data centers fails
or suffers an interruption or degradation of services, we could lose customer data and miss order fulfillment deadlines, which could harm
our business. Our systems and operations, including our ability to fulfill customer orders through our logistics network, are also vulnerable
to damage or interruption from inclement weather, fire, flood, power loss, telecommunications failure, terrorist attacks, labor disputes,
cyber-attacks, data loss, acts of war, break-ins, earthquake and similar events. In the event of a data center failure, the move to a
back-up could take substantial time, during which time our sites could be completely shut down. Further, our back-up services may not
effectively process spikes in demand, may process transactions more slowly and may not support all of our site’s functionality. We use complex proprietary software in our technology
infrastructure, which we seek to continually update and improve. We may not always be successful in executing these upgrades and improvements,
and the operation of our systems may be subject to failure. In particular, we have in the past and may in the future experience slowdowns
or interruptions on some or all of our sites when we are updating them, and new technologies or infrastructures may not be fully integrated
with existing systems on a timely basis, or at all. Additionally, if we expand our use of third-party services, including cloud-based
services, our technology infrastructure may be subject to increased risk of slowdown or interruption as a result of integration with such
services and/or failures by such third parties, which are out of our control. Our net revenue depends on the number of visitors who shop
on our sites and the volume of orders we can handle. Unavailability of our sites or reduced order fulfillment performance would reduce
the volume of goods sold and could also materially adversely affect consumer perception of our brand. We may experience periodic system interruptions
from time to time. In addition, continued growth in our transaction volume, as well as surges in online traffic and orders associated
with promotional activities or seasonal trends in our business, place additional demands on our technology platform and could cause or
exacerbate slowdowns or interruptions. If there is a substantial increase in the volume of traffic on our sites or the number of orders
placed by customers, we may be required to further expand and upgrade our technology, logistics network, transaction processing systems
and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any,
in the use of our sites or expand and upgrade our systems and infrastructure to accommodate such increases on a timely basis. In order
to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our sites, which is particularly
challenging given the rapid rate at which new technologies, customer preferences and expectations and industry standards and practices
are evolving in the e-commerce industry. Accordingly, we redesign and enhance various functions on our sites on a regular basis, and we
may experience instability and performance issues as a result of these changes. 47 Any slowdown, interruption or performance failure
of our sites and the underlying technology and logistics infrastructure could harm our business, reputation and our ability to acquire,
retain and serve our customers, which could materially adversely affect our results of operations. Our failure or the failure of third-party
service providers to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information,
could damage our reputation and brand and substantially harm our business and operating results. We collect, maintain, transmit and store data
about our customers, employees, contractors, suppliers, vendors and others, including credit card information and personally identifiable
information, as well as other confidential and proprietary information. We also employ third-party service providers that store, process
and transmit certain proprietary, personal and confidential information on our behalf. We rely on encryption and authentication technology
licensed from third parties in an effort to securely transmit, encrypt, anonymize or pseudonymize certain confidential and sensitive information,
including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the
whole or partial failure of this technology to protect transaction and personal data or other confidential and sensitive information from
being breached or compromised. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts
to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, ransom-ware, social engineering,
security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by
our sites, networks and systems or that we or our third-party service providers otherwise maintain, including payment card systems and
human resources management platforms. We and our service providers may not anticipate, discover or prevent all types of attacks until
after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and
may not be known until launched against us or our third-party service providers. In addition, security breaches can also occur as a result
of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Breaches of our security measures or those of
our third-party service providers or cyber security incidents could result in unauthorized access to our sites, networks and systems;
unauthorized access to and misappropriation of personal information, including consumers’ and employees’ personally identifiable
information, or other confidential or proprietary information of ourselves or third parties; limited or terminated access to certain payment
methods or fines or higher transaction fees to use such methods; viruses, worms, spyware or other malware being served from our sites,
networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption
or malfunction of operations; costs relating to breach remediation, deployment or training of additional personnel and protection technologies,
responses to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation,
regulatory action and other potential liabilities. If any of these breaches of security occur, our reputation and brand could be damaged,
our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches
and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. In addition, any party who is able
to illicitly obtain a customer’s password could access that customer’s transaction data or personal information. Any compromise
or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and
other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which
could have a material adverse effect on our business, financial condition and operating results. We may need to devote significant resources