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If we conclude in future quarters that the fair values of any of our investments have experienced more than a temporary decline, we will
record additional investment losses, which would adversely affect our financial condition and results of operations.
An audit of our payroll tax returns could result in material liabilities that could adversely affect our financial position and results of
The Internal Revenue Service is auditing our payroll tax returns for the year 2000. We expect this audit to be concluded in 2002. No
amounts have been accrued in our financial statements, as we are not able to determine the amount of the liability that may result, if any, at this
time. If the Internal Revenue Service determines that we owe additional payroll taxes, and the amount we owe is material to us, our financial
position and results of operations will be adversely affected.
Operational Risks Related to Our Business
If we are unable to retain our executive officers, we may not be able to successfully manage our business.
Our business and operations are substantially dependent on the performance of our key employees, all of who are employed on an at will
basis. If we lose the services of one or more of our executive officers or key employees, particularly within our commerce services or wireless
business, we may not be able to successfully manage our business or achieve our business objectives. The only person on whom we maintain
key person life insurance is Naveen Jain, our Chairman and Chief Executive Officer. Although our executive officers have signed agreements
which limit their ability to compete with us for one year after their employment with us ends, our business could be harmed if subsequent to the
non compete period one or more of them joined a competitor or otherwise decided to compete with us. Naveen Jain has signed a two year non
Unless we are able to hire, retain and motivate highly qualified employees, we will be unable to execute our business strategy.
Our future success depends on our ability to identify, attract, hire, train, retain and motivate highly skilled technical, managerial, sales and
marketing and business development personnel. Our services and the industries to which we provide our services are relatively new,
particularly with respect to our merchant services and our wireless data services. Qualified personnel with experience relevant to our business
are scarce and competition to recruit them is intense. If we fail to successfully attract, assimilate and retain a sufficient number of highly
qualified technical, managerial, sales and marketing, business development and administrative personnel, our business could suffer. In
February and October of 2001, we announced realignments of resources to concentrate on development of our wireless, merchant and
broadband services. These realignments included a reduction in our workforce of approximately 375 employees. These, or other future
operational decisions, could create an unstable work environment and may have a negative effect on our ability to retain and motivate
If the market price of our stock continues to decline, the value of stock options granted to employees may cease to provide sufficient
incentive to our employees.
Stock options, which typically vest over a two or four year period, are an important means by which we compensate employees. We face
a significant challenge in retaining our employees if the value of these stock options is either not substantial enough or so substantial that the
employees leave after their stock options have vested. If our stock price does not increase significantly above the prices of our options, we may
in the future need to issue new options or other equity incentives to motivate and retain our employees.
Our historical and future expansion in personnel and facilities will continue to significantly strain our management, operational and
We have rapidly and significantly expanded our operations during the past three years. Further expansion may be necessary to
accommodate growth in our customer base and to take advantage of market opportunities.