Similarweb(US:SMWB)2023-03-23 20:05Taxation and Regulatory Risks - The company may be classified as a passive foreign investment company (PFIC) if 75% or more of its gross income is passive income, which could lead to adverse U.S. federal income tax consequences for U.S. holders of its ordinary shares [223]. - The company does not believe it was classified as a PFIC for the taxable year ended December 31, 2022, but this determination must be made annually and could change based on income and asset composition [223]. - Changes in tax laws or regulations could increase the costs of the company's solutions and harm its business, potentially requiring the company or its customers to pay additional taxes [226]. - The application of indirect taxes to online businesses is complex and evolving, with potential liabilities for past sales if the company is required to collect taxes where it has not historically done so [231]. - The company is expanding its international operations, which may subject it to adverse tax consequences depending on the application of tax laws in various jurisdictions [233]. - The enactment of legislation implementing changes in taxation of international business activities could impact the company's future financial position and results of operations [234]. - The OECD's BEPS initiative aims to standardize global corporate tax policy, which may lead to significant changes in tax legislation that could adversely affect the company's international expansion plans [236]. Shareholder and Market Dynamics - The public trading price of the company's ordinary shares has been volatile and may continue to fluctuate due to various factors, potentially causing investors to lose part of their investment [237]. - As of February 14, 2023, insiders beneficially owned approximately 60.6% of the company's ordinary shares, limiting other shareholders' influence on corporate matters [239]. - As of December 31, 2022, there were 76,433,772 ordinary shares outstanding, with all shares freely transferable except those held by affiliates [242]. - The company had 3,210,337 shares available for future grants under its 2021 Plan, which increased to 7,032,025 shares as of January 1, 2023 [243]. - The company does not anticipate paying any dividends in the foreseeable future, intending to retain future earnings to finance operations and expand its business [253]. - Future sales of ordinary shares in the public market could depress the market price of the company's shares and impair its ability to raise capital [240]. Operational and Geopolitical Risks - The company’s commercial insurance does not cover losses from events associated with war and terrorism, which could materially affect its business [259]. - The company’s operations may be adversely affected by political, economic, and military conditions in Israel and the surrounding region [258]. - The ongoing state of hostility and economic boycotts may adversely impact the company's ability to sell solutions and affect operating results [260]. - Military reserve duty call-ups could disrupt operations, potentially affecting business prospects and financial condition [261]. - Proposed changes to Israel's judicial system may deter foreign investment and lead to increased currency fluctuations and interest rates, negatively impacting business [262]. - Enforcement of U.S. judgments against the company in Israel may be difficult, complicating legal claims under U.S. securities laws [263]. - Israeli corporate law provisions may delay or prevent acquisitions, affecting shareholder control and investment pricing [266]. Financial Performance and Risks - Market opportunity estimates and growth forecasts may prove inaccurate, impacting the company's growth potential [270]. - The company may face liability claims from contract breaches, with insurance potentially inadequate to cover losses [272]. - Evolving corporate governance and ESG regulations may increase compliance costs and management attention [276]. - Future acquisitions and partnerships could be challenging to integrate, potentially disrupting business and diluting shareholder value [278]. - The company acquired a business in 2022 to enhance its platform and optimize products, indicating a focus on growth opportunities through acquisitions [279]. - The company faces challenges in identifying desirable acquisition targets and may incur expenses related to potential acquisitions, which could adversely affect financial results [280]. - The ongoing military conflict in Ukraine poses risks to the company's operations, particularly affecting approximately 60 employees engaged in software development and quality assurance [282]. Liquidity and Financial Position - The company reported cash and cash equivalents of $87.6 million as of December 31, 2022, down from $140.4 million in 2021, indicating a decrease in liquidity [465]. - The company had $25.0 million of outstanding borrowings under the SVB LSA as of December 31, 2022, with a variable interest rate structure [466]. - A hypothetical 10% change in foreign currency exchange rates would have impacted the company's net loss by $13.6 million for the year ended December 31, 2022 [464]. - The company does not believe inflation has materially affected its historical results, but significant inflationary pressures could adversely impact financial performance [467]. - The company is exposed to market risks from changes in exchange rates, interest rates, and inflation, which arise in the ordinary course of business [463]. - The company maintains a hedging strategy against currency risk through forward currency contracts and cylinder contracts [464].