1007330--3/23/2006--PRG_SCHULTZ_INTERNATIONAL_INC

related topics
{stock, price, share}
{regulation, government, change}
{tax, income, asset}
{product, liability, claim}
{debt, indebtedness, cash}
{property, intellectual, protect}
{investment, property, distribution}
{personnel, key, retain}
{provision, law, control}
{operation, international, foreign}
{stock, price, operating}
{acquisition, growth, future}
Our strategic business initiatives may not be successful. We may be unable to protect and maintain the competitive advantage of our proprietary technology and intellectual property rights. Our failure to retain the services of key members of management and highly skilled personnel could adversely impact our continued success. We rely on international operations for significant revenues. The market for providing disbursement audit services to commercial clients in the U.S. is rapidly declining. Our U.S. commercial accounts payable services business is subject to price pressure. Proposed legislation by the European Union, if enacted as currently drafted, will have a materially adverse impact on Meridian s operations. Meridian may be required to repay grants received from the Industrial Development Authority. Our revenues from certain clients and VAT authorities may change markedly from year to year. Changes in the composition of our shareholder population, including those resulting from the issuance of new preferred stock in the exchange offer, are likely to limit our ability to use our net operating losses. Recognition of cancellation of debt income as a result of the exchange offer may increase our income tax liability and adversely impact our financial position. We may not be allowed to deduct interest with respect to the new senior convertible notes issued in the exchange offer. Future impairment of goodwill, other intangible assets and long-lived assets would reduce our future earnings. We may not be able to continue to compete successfully with other businesses offering recovery audit services, including client internal recovery audit departments. Our articles of incorporation, bylaws, shareholder rights plan and Georgia law may inhibit a change of control that shareholders may favor. We have violated our debt covenants in the past and may do so in the future. Our substantial leverage could materially adversely impact our financial health. Our stock price has been and may continue to be volatile. We may fail to maintain our listing on The Nasdaq Stock Market, and the value of our stock may be adversely affected if we fail to maintain such listing.

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