NetZero 2011 Annual Report Download - page 32

Table of Contents
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. The terms of FTD's
indebtedness, in addition to the degree to which we are leveraged, could adversely affect our ability to obtain additional financing. In addition,
the current 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.
Our certificate of incorporation, our bylaws and Delaware law contain provisions that could delay or discourage takeover attempts that
stockholders may consider favorable or beneficial.
Provisions of our certificate of incorporation, our bylaws and Delaware law could make it difficult for our stockholders to elect directors
and take other corporate actions. These provisions could have the effect of delaying or discouraging takeover attempts that our stockholders may
consider favorable or beneficial because of the premium price that would be offered by a potential acquirer. In addition, although our previous
stockholder rights plan expired in February 2011, there are no assurances that our Board of Directors will not implement a new stockholder
rights plan in the future.
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.
ADDITIONAL RISKS RELATING TO OUR FTD SEGMENT
Competition could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
We compete in the market for flowers and gifts. In the consumer market, consumers are our customers for direct sales of floral products and
gifts through our websites and telephone numbers. In the floral network services market, retail florists and supermarkets are our principal
customers for memberships and subscriptions to our various floral network services, including access to the FTD and Interflora brands and the
Mercury Man logo, access to the floral networks, credit card processing services, e-commerce website services, online advertising tools,
clearing-house services, order transmission, and after-hours telephone answering and order taking services, as well as floral-related products,
such as fresh flowers and containers.
The consumer market for flowers and gifts is highly competitive and fragmented as consumers can purchase the products we offer from
numerous sources, including traditional local retail florists, supermarkets, mass merchants, gift retailers, and floral mass marketers. The floral
network services market is highly competitive as well, and retail florists and supermarkets may choose from a variety of providers that offer
similar products and services. In the U.S., our key competitors in the consumer market include online, catalog and specialty floral and gift
retailers and mass market retailers with
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