Part I—Item 1A—Risk FactorsWe depend on technology and computer systems for the timely and successful development of ouranimated feature films and related products.Because we are dependent upon a large number of software applications and hardware for thedevelopment and production of our animated feature films and other projects, an error or defect in thesoftware, a failure in the hardware, a failure of our backup facilities or a delay in delivery of productsand services could result in significantly increased production costs for a project. Moreover, if asoftware or hardware problem is significant enough, it could result in delays in one or moreproductions, which in turn could result in potentially significant delays in the release dates of ourfeature films or affect our ability to complete the production of a feature film or other project.Significant delays in production and significant delays in release dates, as well as the failure tocomplete a production, could have a material adverse effect on our results of operations. In addition,we must ensure that our production environment integrates the latest animation tools and techniquesdeveloped in the industry so that our projects remain competitive. To accomplish this, we can eitherdevelop these capabilities by upgrading our proprietary software, which can result in substantialresearch and development costs, or we can seek to purchase third-party licenses, which can alsoresult in significant expenditures. In the event we seek to develop these capabilities internally, thereis no guarantee that we will be successful in doing so. In the event we seek to obtain third-partylicenses, we cannot guarantee that they will be available or, once obtained, will continue to beavailable on commercially reasonable terms, or at all.We may be adversely affected if we fail to protect certain of our proprietary technology or enhanceor develop new technology.We depend on certain of our proprietary technology to develop and produce our animatedfeature films and other projects. We rely on a combination of patents, copyright and trade secretprotection and non-disclosure agreements to establish and protect our proprietary rights. We typicallyhave several patent applications pending in the U.S. or other countries. We cannot provide anyassurances that patents will issue from any of these pending applications or that, if patents do issue,any claims allowed will be sufficiently broad to protect our technology or that they will not bechallenged, invalidated or circumvented. From time to time, we make some of our proprietarytechnology available to our business partners pursuant to agreements containing non-disclosureobligations. In addition, to produce our projects we also rely on third-party software, which is readilyavailable to others. Failure of our patents, copyrights and trade secret protection, non-disclosureagreements and other measures to provide protection of our technology and the availability of thirdpartysoftware may make it easier for our competitors to obtain technology equivalent or superior toour technology. If our competitors develop or license technology that is superior to ours or thatmakes our technology obsolete, we may be required to incur significant costs to enhance or acquirenew technology so that our feature films and other projects remain competitive. Such costs couldhave a material adverse affect on our business, financial condition or results of operations.In addition, we may be required to litigate to enforce our intellectual property rights, to protectour trade secrets, to determine the validity and scope of the proprietary rights of others or to defendagainst claims of infringement or invalidity. Any such litigation could result in substantial costs and26
Part I—Item 1A—Risk Factorsdiversion of resources, could effectively prevent us from using important technology and could havea material adverse effect on our business, financial condition, results of operations or cash flows.Third-party technology licenses may not continue to be available to us in the future.In addition to our proprietary technology, we also rely on certain technology that we licensefrom third parties, including software that we use with our proprietary software. We cannot provideany assurances that these third-party technology licenses will continue to be available to us oncommercially reasonable terms or at all or that the technology licenses will not result in intellectualproperty infringement claims by third parties. The loss of or inability to maintain any of thesetechnology licenses could result in delays in project releases until equivalent technology is identified,licensed and integrated to complete a given project. Any such delays or failures in project releasescould materially adversely affect our business, financial condition or results of operations.Others may assert intellectual property infringement claims against us.One of the risks of the CG animated film production business is the possibility of claims that ourprojects and production techniques misappropriate or infringe the intellectual property rights of thirdparties with respect to their technology, software, previously developed films, stories, characters,copyrights, trademarks, other entertainment or intellectual property. We have received, and are likelyto receive in the future, claims of infringement of other parties’ proprietary rights. For many of theproperties in the recently acquired Classic Media library, because of the age of such properties therights to exploit the properties in newer forms of media may be ambiguous or may be split with otherrightsholders. There can be no assurance that infringement or misappropriation claims (or ourbusiness partners’ claims for indemnification resulting from such claims) will not be asserted orprosecuted against us, or that any assertions or prosecutions will not materially adversely affect ourbusiness, financial condition or results of operations. Regardless of the validity or the success of suchclaims, we could incur significant costs and diversion of resources with respect to the defensethereof, which could have a material adverse effect on our business, financial condition or results ofoperations. If any claims or actions are asserted against us, we may seek to obtain a license of a thirdparty’sintellectual property rights. We cannot provide any assurances, however, that under suchcircumstances a license would be available on reasonable terms or at all.We may incur significant write-offs if our feature films and other projects do not perform wellenough to recoup production, marketing and distribution costs.We are required to amortize capitalized production costs over the expected revenue streams aswe recognize revenue from the associated films or other projects. The amount of production coststhat will be amortized each quarter depends on how much future revenue we expect to receive fromeach project. Unamortized production costs are evaluated for impairment each reporting period on aproject-by-project basis. If estimated remaining revenue is not sufficient to recover the unamortizedproduction costs, the unamortized production costs will be written down to fair value. In any givenquarter, if we lower our previous forecast with respect to total anticipated revenue from anyindividual feature film or other project, we may be required to accelerate amortization or recordimpairment charges with respect to the unamortized costs. For instance, in the quarter ended27
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Corporate Headquarters1000 Flower S