Juno 2012 Annual Report Download - page 30

Table of Contents
We have evaluated and expect to continue to explore, a wide variety of potential strategic transactions that we believe may complement our existing
businesses. However, we cannot assure you that the anticipated benefits and synergies of an acquisition will materialize or that any integration attempts
will be successful. Acquiring a business, service or technology involves many operational and financial risks, including risks relating to:
•disruption of our ongoing business and significant diversion of resources and management time from day-to-day responsibilities;
•acquisition financings that involve the issuance of potentially dilutive equity or the incurrence of debt;
•reduction of cash and other resources available for operations and other uses;
•exposure to risks specific to the acquired business, service or technology to which we are not currently exposed;
•risks of entering markets in which we have little or no direct prior experience;
•unforeseen obligations or liabilities;
•difficulty assimilating the acquired customer bases, technologies and operations;
•difficulty assimilating and retaining management and employees of the acquired business;
•potential impairment of relationships with users, customers or vendors as a result of changes in management of the acquired business or
other factors;
•large write-offs either at the time of the acquisition or in the future, the incurrence of restructuring and other exit costs, the amortization
of identifiable intangible assets, and the impairment of amounts capitalized as goodwill, intangible assets and other long-lived assets; and
•lack of, or inadequate, controls, policies and procedures appropriate for a public company, and the time, cost and difficulties related to the
implementation of such controls, policies and procedures or the remediation of any deficiencies.
Any of these risks could harm our business, financial condition, results of operations, and cash flows.
In addition, an acquisition of a foreign business involves risks in addition to those set forth above, including risks associated with foreign currency
exchange rates, potentially unfamiliar economic, political and regulatory environments, and integration difficulties due to language, cultural and
geographic differences.
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FTD has a substantial amount of indebtedness which could have significant consequences for our business and financial condition. For example:
•If we fail to meet payment obligations or otherwise default under the Credit Agreement, the lenders will have the right to accelerate the
indebtedness and exercise other rights and remedies against us.
•We will be required to dedicate a substantial portion of FTD's cash flow from operations to payments on the debt, thereby reducing
funds available for working capital, capital expenditures, dividends, acquisitions, and other purposes.
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