Travelzoo 2012 Annual Report Download - page 76

Risks Related to the Market for our Shares
Our stock price has been volatile historically and may continue to be volatile.
The trading price of our common stock has been and may continue to be subject to wide fluctuations. During the twelve months ended
February 6, 2013, the closing price of our common stock on the NASDAQ Global Select Market ranged from $16.74 to $30.85. Our stock price
may fluctuate in response to a number of events and factors, such as quarterly variations in operating results; announcements of technological
innovations or new products by us or our competitors; changes in financial
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• Failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval,
under competition and antitrust laws which could, among other things, delay or prevent us from completing a transaction, or otherwise
restrict our ability to realize the expected financial or strategic goals of an acquisition.
• In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular
economic, currency, political, and regulatory risks associated with specific countries.
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Failure to successfully further develop the acquired business or technology.
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Cultural challenges associated with integrating employees from the acquired company into our organization, and retention of employees
from the businesses we acquire.
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Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of
laws, commercial disputes, tax liabilities, and other known and unknown liabilities.
• Litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former
stockholders, or other third parties.
• Challenges relating to the structure of an investment, such as governance, accountability and decision-
making conflicts that may arise in
the context of a joint venture.
• Expected and unexpected costs incurred in pursuing acquisitions, including identifying and performing due diligence on potential
acquisition targets that may or may not be successful.
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Entrance into markets in which we have no direct prior experience and increased complexity in our business.
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Inability to sell excess assets.
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Impairment of goodwill and other assets acquired.
• Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments
could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our
business generally.
• Future acquisitions may also require us to issue additional equity securities, spend our cash, or incur debt (and increased interest
expense), liabilities and amortization expenses related to intangible assets or write-offs of goodwill, which could adversely affect our
results of operations and dilute the economic and voting rights of our stockholders. Also, the anticipated benefit of many of our
acquisitions may not materialize.