TripAdvisor 2011 Annual Report Download - page 34

Table of Contents
accounting system could adversely affect our ability to timely and accurately report financial information, including the filing of our quarterly or
annual reports with the SEC. When we convert from our prior systems, data integrity problems or other issues may be discovered that if not
corrected could impact our business or financial results. We may need to implement additional systems or transition to other new systems that
require new expenditures in order to function effectively as a public company. For example, we must document and test our internal control
procedures, our management will need to assess and report on our internal control over financial reporting and our registered public accounting
firm will need to issue an opinion on that assessment and the effectiveness of those controls. Furthermore, if we identify any issues in complying
with those requirements (for example, if we or our registered public accounting firm identify a material weakness or significant deficiency in our
internal control over financial reporting), we may be required to devote additional management attention to rectify those issues, and the existence
of those issues could adversely affect our reputation or investor perceptions of us. There can be no assurance that our implementation of
additional systems or transition to new systems will be successful, or that such implementation or transition will not present unforeseen costs or
demands on our management.
The price of our Common Stock may be volatile.
There has been a public market for our Common Stock only since the Spin-
Off in December 2011. The market price of our Common Stock
is affected by a number of factors, including:
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend
on appreciation in the price of our Common Stock.
We have never declared or paid any cash dividends on our Common Stock and do not intend to pay any cash dividends in the foreseeable
future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of
their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
Future sales of shares of our Common Stock in the public market, or the perception that such sales may occur, may depress our stock price.
We have been a public company only since December 2011. For the one-week period ended December 31, 2011, the average daily trading
volume of our Common Stock on The NASDAQ Global Select Market was slightly above 2 million shares. If our existing stockholders or their
distributees sell substantial amounts of our Common Stock in the public market, the market price of the Common Stock could decrease
significantly. The perception in the public market that our existing stockholders might sell shares of Common Stock could also depress the
trading price of our Common Stock. In addition, certain stockholders have rights, subject to some conditions, to require us to file registration
statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
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Changes in earnings estimates or recommendations by securities analysts;
•
The announcement of new products or product enhancements by us or our competitors;
•
Developments in our industry;
•
Developments in administrative proceedings or litigation related to intellectual property rights;
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Changes in governmental regulations;
•
Quarterly variations in our or our competitors
’
results of operations; and
• General market conditions and other factors, including factors unrelated to our operating performance or the operating performance
of our competitors.