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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 |
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