Delaware |
7372 |
85-4164597 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Timothy Cruickshank, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Exact Name of Additional Registrants |
Jurisdiction of Incorporation or Formation |
Principal Executive Offices |
Primary Standard Industrial Classification Code Number |
I.R.S. Employer Identification No. | ||||
BigBear.ai Intermediate Holdings, LLC |
Delaware | 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 | 7372 | 85-1242144 | ||||
BigBear.ai, LLC |
Delaware | 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 | 7372 | 85-1259867 | ||||
NuWave Solutions, L.L.C. |
Maryland | 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 | 7372 | 52-2195680 | ||||
PCI Strategic Management, LLC |
Maryland | 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 | 7372 | 85-3441283 | ||||
ProModel Government Solutions, Inc. |
Utah | 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 | 7372 | 87-0458395 | ||||
Open Solutions Group, LLC |
Virginia | 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 | 7372 | 26-2253724 |
ii | ||||
iii | ||||
1 | ||||
11 | ||||
12 | ||||
15 | ||||
78 | ||||
79 | ||||
80 | ||||
89 | ||||
97 | ||||
124 | ||||
136 | ||||
141 | ||||
146 | ||||
183 | ||||
186 | ||||
188 | ||||
190 | ||||
190 | ||||
190 | ||||
191 | ||||
F-1 |
• | Time to Value : The ability to assemble pre-configured analytics without coding, and gain access to a wide range of curated data that has been normalized and distilled “out of the box”, dramatically accelerates deployment and time to value. What typically requires months of set up with other decision support tools takes a fraction of time with BigBear.ai products, and users can gain value within minutes of initial login. |
• | Business Scope : Our products simplify the complexity that prevents broad adoption of AI-based analytics across business operations and industries. Support for imperfect, diverse data sources enhanced with AI/ML enhances the scope of questions (decisions) that can be addressed, while interactive visualization tools expose and explain new insights in ways non-technical people can easily use. |
• | Decision Confidence : The unique combination of data enrichment, insight discovery, comprehensive if-then analysis, and goal-oriented advice provides organizations with a level of certainty in their decision-making, courses of action, and outcomes that they can’t experience with typical analytics products. |
• | Higher ROI : Through our SaaS offering, customers can scale their usage cost-effectively based on their data and/or processing needs, avoiding the equipment and maintenance costs associated with on-premise solutions. Further, our products are highly interoperable and easily integrated due to our modular platform architecture, so customers can leverage and build on prior technology investments, adding our powerful decision support capabilities to enhance existing operational or business intelligence systems. |
(1) | MarketsAndMarkets, Inc., May, 2021. |
(1) | Additive Technology: The potential to acquire technology that can accelerate growth in a specific commercial market. This can include new or proprietary data sets, market-specific analytics, and novel AI/ML approaches that improve the overall impact of our products. |
(2) | Market Access: The opportunity to gain a strategic foothold in a high-growth market, thus immediately accelerating our growth in that space. |
1. | Evolving our platform to a fully SaaS, mid-market-friendly offering |
2. | Incorporating new, market-specific data sources into our data curation catalog and processes |
3. | Creating new analytics modules and workflows for targeted vertical market use cases |
4. | Optimizing our guidance capabilities for new business drivers, such as resource allocation/optimization and revenue-generating courses of action |
5. | Expanding our cloud infrastructure to support commercial application development |
• | platform agility and product functionality |
• | data security, privacy, and regulatory compliance |
• | ease and speed of adoption, use, and deployment |
• | product innovation and roadmap |
• | pricing and cost structures |
• | customer experience, including technical support and education |
• | brand awareness and reputation |
• | track record of success in complex environments |
• | our limited operating history as a combined company makes it difficult to evaluate our current business and future prospects; |
• | the impact of health epidemics, including the COVID-19 pandemic, on our business, financial condition, growth and the actions we may take in response thereto; |
• | the high degree of uncertainty of the level of demand for and market utilization of our solutions and products; |
• | substantial regulation and the potential for unfavorable changes to, or failure by us to comply with, these regulations, which could substantially harm our business and operating results; |
• | our dependency upon third-party service providers for certain technologies; |
• | increases in costs, disruption of supply or shortage of materials, which could harm our business; |
• | developments and projections relating to our competitors and industry; |
• | the unavailability, reduction or elimination of government and economic incentives, which could have a material adverse effect on our business, prospects, financial condition and operating results; |
• | our management team’s limited experience managing a public company; |
• | the possibility of our need to defend ourselves against fines, penalties and injunctions if we are determined to be promoting products for unapproved uses; |
• | concentration of ownership among our existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions; |
• | if the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the potential for the market price of our securities to decline; |
• | the risk that the Business Combination disrupts current plans and operations of our business as a result of consummation of the transactions described herein; |
• | the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations; and |
• | other factors detailed under the section entitled “ Risk Factors |
Issuer |
BigBear.ai Holdings, Inc. |
Shares of Common Stock to be issued upon exercise of all Warrants |
12,325,872 shares (including 11,959,339 public warrants and 366,533 private warrants). |
Shares of Common Stock Offered by the Selling Stockholders |
Up to 11,681,453 shares (including 366,533 shares issuable upon exercise of warrants held by the Selling Stockholders). |
Warrants Offered by the Selling Stockholders |
366,533 warrants. |
Shares of Common Stock to be issued upon Conversion of the 2026 Convertible Notes |
23,709,503 shares issuable upon the conversion of $200,000,000 in aggregate principal amount of outstanding 2026 Convertible Notes. |
2026 Convertible Notes Offered by the Selling Noteholders |
Up to $200,000,000 aggregate principal amount of 2026 Convertible Notes. |
Outstanding |
125,613,461 shares (as of April 13, 2022). |
Use of Proceeds |
We will not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders. With respect to the shares of Common Stock underlying the warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such warrants to the extent such warrants are exercised for cash. We will not receive any of the proceeds from the sale of the shares of Common Stock or 2026 Convertible Notes by the Selling Noteholders. We intend to use any such proceeds for general corporate purposes. We do not believe it is likely that a warrant holder would elect to exercise its warrants when our common stock is trading below $11.50. See “ Risk Factors—General Risk Factors— The exercise price for our public warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the public warrants are more likely to expire worthless Management’s Discussion and Analysis of Financial Condition and Results of Operations Use of Proceeds |
Market for Common Stock, Warrants and 2026 Convertible Notes |
Our Common Stock and warrants are currently traded on the NYSE under the symbols “BBAI” and “BBAIW,” respectively. The 2026 Convertible Notes will not be listed on any securities exchange. |
Risk Factors |
See “ Risk Factors |
• | our limited operating history as a combined company, which makes it difficult to evaluate our current business and future prospects; |
• | our ability to sustain our revenue growth in the future; |
• | our ability to execute our strategy to grow our business and increase our sales and the number and types of markets we compete in; |
• | the length of our sales cycle and the time and expense associated with it; |
• | our ability to grow our customer base and to expand our relationships with our existing customers, including with our government customers; |
• | our reliance on customers in the public/government sector; |
• | the market and our customers accepting and adopting our products, including our future new product offerings; |
• | the impact of health epidemics, including the COVID-19 pandemic, on our business, financial condition, growth, and the actions we may take in response thereto; |
• | competition in our industry; |
• | our ability to gain contracts on favorable terms, including with our government customers; |
• | our ability to grow, maintain and enhance our brand and reputation; |
• | risks related to security and our technology, including cybersecurity; |
• | our ability to maintain competitive pricing for our products; |
• | our ability to secure financing necessary to operate and grow our business as planned, including through acquisitions; |
• | the high degree of uncertainty of the level of demand for, and market utilization of, our solutions and products; |
• | substantial regulation and the potential for unfavorable changes to, or failure by us to comply with, these regulations, which could substantially harm our business and operating results; |
• | our dependency upon third-party service providers for certain technologies; |
• | increases in costs, disruption of supply or shortage of materials, which could harm our business; |
• | developments and projections relating to our competitors and industry; |
• | the unavailability, reduction or elimination of government and economic incentives, which could have a material adverse effect on our business, prospects, financial condition and operating results; |
• | our existing debt and our ability to refinance it on more favorable terms; |
• | our management team’s limited experience managing a public company; |
• | our ability to hire, retain, train and motivate qualified personnel and senior management and ability to deploy our personnel and resources to meet customer demand; |
• | our ability to successfully execute future joint ventures, channel sales relationships, platform partnerships, strategic alliances and subcontracting opportunities; |
• | our ability to grow through acquisitions and successfully integrate any such acquisitions; |
• | our ability to successfully maintain, protect, enforce and grow our intellectual property rights; |
• | our compliance with governmental laws, trade controls, customs requirements and other regulations we are subject to; |
• | the possibility of our need to defend ourselves against fines, penalties and injunctions if we are determined to be promoting products for unapproved uses or otherwise found to have violated a law or regulation; |
• | concentration of ownership among our existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions; |
• | the effect of economic downturns, depressions and recessions; |
• | if the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the potential for the market price of our securities to decline; |
• | the risk that the Business Combination disrupted current plans and operations of our business as a result of consummation of the transactions described herein; and |
• | the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations. |
• | the success of our sales and marketing efforts, including the success of pilot deployments; |
• | our ability to increase our margins; |
• | the timing of expenses and revenue recognition; |
• | the timing and amount of payments received from our customers; |
• | termination of one or more large contracts by customers, including for convenience; |
• | the time- and cost-intensive nature of our sales efforts and the length and variability of sales cycles; |
• | the amount and timing of operating expenses related to the maintenance and expansion of our business and operations; |
• | the timing and effectiveness of new sales and marketing initiatives; |
• | changes in our pricing policies or those of our competitors; |
• | the timing and success of new products, features, and functionality introduced by us or our competitors; |
• | cyberattacks and other actual or perceived data or security breaches; |
• | our ability to hire and retain employees, in particular, those responsible for the development, operations and maintenance, and selling or marketing of our software; and our ability to develop and retain talented sales personnel who are able to achieve desired productivity levels in a reasonable period of time and provide sales leadership in areas in which we are expanding our sales and marketing efforts; |
• | the amount and timing of our stock-based compensation expenses; |
• | changes in the way we organize and compensate our sales teams; |
• | changes in the way we operate and maintain our software; |
• | changes in the competitive dynamics of our industry; |
• | the cost of and potential outcomes of future claims or litigation, which could have a material adverse effect on our business; |
• | changes in laws and regulations that impact our business, such as the Federal Acquisition Streamlining Act of 1994 (“ FASA |
• | indemnification payments to our customers or other third parties; |
• | ability to scale our business with increasing demands; |
• | the timing of expenses related to any future acquisitions; and |
• | general economic, regulatory, and market conditions, including the impact of the COVID-19 pandemic and international affairs such as the escalation of hostilities between Russia and Ukraine which may cause financial market volatility. |
• | our failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion; |
• | product defects, errors, or failures or our inability to satisfy customer service level requirements; |
• | negative publicity or negative private statements about the security, performance, or effectiveness of our software or product enhancements; |
• | delays in releasing to the market our new offerings or enhancements to our existing offerings, including new product modules; |
• | introduction or anticipated introduction of competing software or functionalities by our competitors; |
• | inability of our software or product enhancements to scale and perform to meet customer demands; |
• | receiving qualified or adverse opinions in connection with security or penetration testing, certifications or audits, such as those related to IT controls and security standards and frameworks or compliance; |
• | poor business conditions for our customers, causing them to delay software purchases; |
• | reluctance of customers to purchase proprietary software products; |
• | reluctance of our customers to purchase products hosted by our vendors and/or service interruption from such providers; and |
• | reluctance of customers to purchase products incorporating open source software. |
• | cause certain customers to cease doing business with us; |
• | impair our ability to attract new customers, or to expand our relationships with existing customers; |
• | diminish our ability to hire or retain employees; |
• | undermine our standing in professional communities to which we contribute and from which we receive expert knowledge; or |
• | prompt us to cease doing business with certain customers. |
• | greater name recognition, longer operating histories, and larger customer bases; |
• | larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; |
• | broader, deeper, or otherwise more established relationships with technology, channel and distribution partners, and customers; |
• | wider geographic presence or greater access to larger potential customer bases; |
• | greater focus in specific geographies; |
• | lower labor and research and development costs; |
• | larger and more mature intellectual property portfolios; and |
• | substantially greater financial, technical, and other resources to provide services, to make acquisitions, and to develop and introduce new products and capabilities. |
• | increased leverage held by large customers in negotiating contractual arrangements with us; |
• | changes in key decision makers within these organizations that may negatively impact our ability to negotiate in the future; |
• | customer IT departments may perceive that our software and services pose a threat to their internal control and advocate for legacy or internally developed solutions over our software; |
• | resources may be spent on a potential customer that ultimately elects not to purchase our software and services; |
• | more stringent requirements in our service contracts, including stricter service response times, and increased penalties for any failure to meet service requirements; |
• | increased competition from larger competitors, such as defense contractors, system integrators, or large software and service companies that traditionally target large enterprises and government entities and that may already have purchase commitments from those customers; and |
• | less predictability in completing some of our sales than we have with smaller customers. |
• | develop new products, features, capabilities, and enhancements; |
• | continue to expand our product development, sales, and marketing organizations; |
• | hire, train, and retain employees; |
• | respond to competitive pressures or unanticipated working capital requirements; or |
• | pursue acquisition or other growth opportunities. |
• | create liens on certain assets; |
• | incur additional debt or issue new equity; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and |
• | sell certain assets. |
• | an acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; |
• | costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business; |
• | we may encounter difficulties or unforeseen expenditures assimilating or integrating the businesses, technologies, infrastructure, products, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us or if we are unable to retain key personnel, if their technology is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise; |
• | we may not realize the expected benefits of the acquisition; |
• | an acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management; |
• | an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company; |
• | the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships; |
• | the potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities; |
• | exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers, or other third parties, which may differ from or be more significant than the risks our business faces; |
• | potential goodwill impairment charges related to acquisitions; |
• | we may encounter difficulties in, or may be unable to, successfully sell any acquired products; |
• | an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; |
• | an acquisition may require us to comply with additional laws and regulations, or to engage in substantial remediation efforts to cause the acquired company to comply with applicable laws or regulations, or result in liabilities resulting from the acquired company’s failure to comply with applicable laws or regulations; |
• | our use of cash to pay for an acquisition would limit other potential uses for our cash; |
• | if we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and |
• | to the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease. |
• | changes in fiscal or contracting policies or decreases in available government funding; |
• | changes in government programs or applicable requirements; |
• | restrictions in the grant of personnel security clearances to our employees; |
• | ability to maintain facility clearances required to perform on classified contracts for U.S. federal government agencies; |
• | changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; |
• | changes in the government’s attitude towards the capabilities that we offer, especially in the areas of national defense, cybersecurity, and critical infrastructure, including the financial, energy, telecommunications, and healthcare sectors; |
• | changes in the government’s attitude towards us as a company or our software as a viable or acceptable software solution; |
• | appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; |
• | the adoption of new laws or regulations or changes to existing laws or regulations; |
• | budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; |
• | influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; |
• | changes in political or social attitudes with respect to security or data privacy issues; |
• | potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the COVID-19 outbreak; and |
• | increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our subcontractors. |
• | specialized disclosure and accounting requirements unique to government contracts; |
• | financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; |
• | public disclosures of certain contract and company information; and |
• | mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements. |
• | terminate existing contracts for convenience with short notice; |
• | reduce orders under or otherwise modify contracts; |
• | for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current; |
• | for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; |
• | cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; |
• | decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity (“ IDIQ |
• | claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; |
• | prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment; |
• | subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; |
• | suspend or debar us from doing business with the applicable government agency; and |
• | control or prohibit the export of our services. |
• | increasing our vulnerability to general adverse economic and industry conditions; |
• | requiring us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes; |
• | making it more difficult for us to optimally capitalize and manage the cash flow for our businesses; |
• | limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate; |
• | possibly placing us at a competitive disadvantage compared to our competitors that have less debt; |
• | limiting our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable; and |
• | exposing us to the risk of increased interest rates because certain of our borrowings, including our Credit Agreement, are subject to variable rates of interest. |
• | incur or guarantee additional indebtedness or issue disqualified stock or preferred stock; |
• | pay dividends and make other distributions on, or redeem or repurchase, capital stock; |
• | make certain investments; |
• | incur certain liens; |
• | enter into transactions with affiliates; |
• | merge or consolidate; |
• | enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to us or the guarantors; |
• | designate restricted subsidiaries as unrestricted subsidiaries; and |
• | transfer or sell assets. |
• | finance our operations; |
• | make needed capital expenditures; |
• | make strategic acquisitions or investments or enter into joint ventures; |
• | withstand a future downturn in our business, the industry or the economy in general; |
• | engage in business activities, including future opportunities, that may be in our best interest; and |
• | plan for or react to market conditions or otherwise execute our business strategies. |
• | upon a sale, transfer, exchange or other disposition (including by way of consolidation or merger) of Capital Stock of such Guarantor following which the applicable Guarantor ceases to be a Subsidiary or the sale, transfer, exchange or other disposition of all or substantially all the properties and assets of the applicable Guarantor (other than to the other Guarantors) otherwise not prohibited by the Indenture; |
• | upon the release or discharge of such Guarantor’s obligations under the Credit Agreement or other Indebtedness that resulted in the creation of such Guarantee other than, in each case, a release or discharge through payment thereon; |
• | upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the Indenture; |
• | upon the discharge of the 2026 Convertible Notes, as provided in Article 3 of the Indenture; or |
• | as provided in Article 10 of the Indenture. |
• | the issuer or such guarantor, as applicable, was insolvent or rendered insolvent by reason of the issuance of the 2026 Convertible Notes or the incurrence of its guarantees; |
• | the issuance of the 2026 Convertible Notes or the incurrence of its guarantees left the issuer or such guarantor, as applicable, with an unreasonably small amount of capital or assets to carry on the business; |
• | the issuer or such guarantor intended to, or believed that it would, incur indebtedness beyond its ability to pay as they mature; or |
• | the issuer or such guarantor was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, the judgment is unsatisfied after final judgment. |
• | the sum of its indebtedness, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets; |
• | the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they become absolute and mature; or |
• | it could not pay its indebtedness as it became due. |
• | a limited availability of market quotations for our securities; |
• | a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our Common Stock; |
• | being required to repurchase the 2026 Convertible Notes at a price equal to the principal amount plus accrued and unpaid interest (see “ Description of Securities—2026 Convertible Notes—Fundamental Change” |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; or |
• | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our operating results; |
• | success of competitors; |
• | our operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning us or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to us; |
• | our ability to market new and enhanced services and products on a timely basis; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our securities available for public sale; |
• | any major change in the board or management; |
• | sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |