1080359--4/12/2010--ALLOY

related topics

{capital, credit, financial}

{property, intellectual, protect}

{system, service, information}

{tax, income, asset}

{financial, litigation, operation}

{acquisition, growth, future}

{regulation, change, law}

{stock, price, share}

{regulation, government, change}

{stock, price, operating}

{condition, economic, financial}

{control, financial, internal}

{provision, law, control}

{cost, contract, operation}

Risks Related to Our Businesses Changes in advertising and credit markets could cause our revenues and operating results to decline significantly We have incurred significant operating losses in the past and may incur significant operating losses in the future. We may never achieve sustained profitability. A lack of future earnings or future stock issuances by us may limit our ability to use our net operating loss carryforwards. Our revenues and income could decline due to general economic trends, declines in consumer spending and seasonality. If our businesses do not grow and become profitable, we may be required to recognize goodwill and intangible asset impairment charges. We may not be able to recoup any investments in Channel One and we may incur significant losses. We may not have access to necessary capital as a result of the cancellation of our Credit Facility. Our business may not grow in the future. Competition may adversely affect our business and cause our stock price to decline. Our success depends largely on the regarded value of our brands, and if the regarded value of our brands were to diminish, our business would be adversely affected. Our success is dependent upon audience acceptance of our programming, motion pictures and other entertainment content which is difficult to predict. Our strategy contemplates strategic acquisitions. Our inability to acquire suitable businesses or to manage their integration could harm our business. We rely on third parties for some essential business operations, and disruptions or failures in service may adversely affect our ability to deliver goods and services to our customers specifically in our OCM and Alloy Digital businesses. The failure or destruction of satellites and facilities that we depend upon to distribute our Channel One programming could adversely affect Channel One and our business and results of operations. We may be required to collect sales tax. Risks Related to Our Intellectual Property If we are unable to protect the confidentiality of our proprietary information and know-how, our competitive position could be affected. We may be involved in lawsuits to protect or enforce our intellectual property or proprietary rights that could be expensive and time-consuming. Our inability or failure to protect our intellectual property or our infringement of other s intellectual property could have a negative impact on our operating results. We could face liability for information displayed in our print publication media or displayed on or accessible via our websites. We could face liability for breaches of security on the Internet. Risks Relating to Government Regulations and Litigation Changing laws, rules and regulations and legal uncertainties could adversely affect our business, financial condition and results of operations. We could face liability from, or our ability to conduct business could be adversely affected by, government and private actions concerning privacy and social networking. We are a defendant in class action and other lawsuits and defending these litigations could hurt our business. The Company is cooperating with the New York State Attorney General in its investigation into credit card marketing to college students by the Company which could result in liability or other changes in its marketing programs if it is determined the Company violated applicable laws. Risks Relating to Our Common Stock Our stock price has been volatile, is likely to continue to be volatile, and could decline substantially. Delaware law and our organizational documents and stockholder rights plan may inhibit a takeover.

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1080359--4/12/2010--ALLOY_INC