Travelzoo 2013 Annual Report Download - page 56

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21
• Integration of the acquired company's accounting, human resources, and other administrative systems, and
coordination of product, engineering, and sales and marketing functions.
• Transition of operations, users, and customers onto our existing platforms.
• 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.
• Failure to successfully further develop the acquired business or technology.
• Cultural challenges associated with integrating employees from the acquired company into our organization, and
retention of employees from the businesses we acquire.
• 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.
• Entrance into markets in which we have no direct prior experience and increased complexity in our business.
• Inability to sell excess assets.
• 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.