Classmates.com 2009 Annual Report Download - page 31

Table of Contents
our facilities, and the property, business interruption and other insurance we do carry may not be sufficient to cover, if at all, losses that may
occur as a result of any events which cause interruptions in our services.
We cannot predict our future capital needs and we may not be able to secure additional financing which could adversely impact us.
We may need to raise additional funds in the future to fund our operations, for acquisitions of businesses, services or technologies or for
other purposes. Additional financing may not be available in a timely manner, on terms favorable to us, or at all. We incurred substantial
indebtedness in connection with the acquisition of FTD. The terms of such indebtedness in addition to the degree to which we are leveraged, will
adversely affect our ability to obtain additional financing. In addition, the current extreme volatility of, and disruption in, the securities and credit
markets may restrict our ability to raise any such additional funds. If adequate funds are not available or not available when required and in
sufficient amounts or on acceptable terms, our businesses and future prospects may suffer.
We may stop paying, or reduce, quarterly cash dividends on our common stock.
The payment of future dividends is discretionary and is subject to determination by our Board of Directors each quarter following its review
of our financial condition, results of operations and cash flows and such other factors as are deemed relevant by our Board of Directors. The
terms of our indebtedness impose limitations on our ability to pay dividends. Commencing with the third quarter of 2008, we have decreased our
quarterly cash dividend from $0.20 per share of common stock to $0.10 per share of common stock. Changes in our business needs, including
working capital and funding for acquisitions, or a change in tax laws relating to dividends, among other factors, could cause our Board of
Directors to decide to cease the payment of, or further reduce, dividends in the future. We cannot assure you that we will not decrease or
discontinue quarterly cash dividends, and if we do, our stock price could be negatively impacted.
We have anti-takeover provisions that may make it difficult for a third party to acquire us.
Provisions of our certificate of incorporation, our bylaws and Delaware law could make it difficult for a third party to acquire us, even if
doing so might be beneficial to our stockholders because of a premium price offered by a potential acquirer. Our Board of Directors adopted a
stockholder rights plan, which is an anti-takeover measure that will cause substantial dilution to a third party who attempts to acquire our
Company on terms not approved by our Board of Directors.
Our stock price has been highly volatile and may continue to be volatile.
The market price of our common stock has fluctuated significantly and it may continue to be volatile with extreme trading volume
fluctuations. In addition, The Nasdaq Global Select Market has experienced substantial price and trading volume fluctuations. The broad market
and industry factors that influence or affect such fluctuations may harm the market price of our common stock, regardless of our actual operating
performance. As a result of these or other reasons, we have experienced and may continue to experience significant volatility in the market price
of our common stock.
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