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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Travelzoo | NASDAQ:TZOO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.21 | 2.42% | 8.89 | 8.19 | 9.55 | 9.09 | 8.68 | 8.74 | 101,225 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
36-4415727
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. employer
identification no.)
|
|
|
590 Madison Avenue, 37th Floor
New York, New York
|
10022
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
PART I
|
Page
|
PART II
|
|
PART III
|
|
PART IV
|
|
•
|
typically, ads must be submitted 2 to 5 days prior to the publication or airing date, which makes it difficult to advertise last-minute inventory;
|
•
|
once an ad is published, it cannot be updated or deleted when an offer is sold out;
|
•
|
once an ad is published, the company cannot change a price or offer;
|
•
|
in many markets, the small number of newspapers, television companies, radio stations and other print media reduces competition, resulting in high rates for traditional advertising;
|
•
|
offline advertising does not allow for detailed performance tracking; and
|
•
|
creative content can be very expensive to develop.
|
Product
|
|
Content
|
|
Publication
Schedule
|
|
Reach/Usage*
|
|
Advertiser Benefits
|
|
Consumer Benefits
|
Travelzoo websites
|
|
Websites in the U.S., Australia, Canada, China, France, Germany, Singapore, Spain, and the U.K. listing thousands of outstanding sales and specials from more than 2,000 travel, entertainment and local businesses
|
|
24/7
|
|
9.0 million unique visitors per month
|
|
Broad reach, sustained exposure, targeted placements by destination and travel segment
|
|
24/7 access to deals, ability to search and browse by destination or keyword
|
|
|
|
|
|
|
|
||||
Travelzoo Top 20
|
|
Popular e-mail newsletter listing 20 of the week's most outstanding deals
|
|
Weekly
|
|
28.0 million members
|
|
Mass “push” advertising vehicle to quickly stimulate incremental travel and entertainment purchases
|
|
Weekly access to 20 outstanding, handpicked deals chosen from among thousands
|
|
|
|
|
|
|
|
||||
Newsflash
|
|
Regionally-targeted e-mail alert service with a single time-sensitive and newsworthy travel and entertainment offer
|
|
Within two
hours of an
offer being
identified
|
|
26.0 million members
|
|
Regional targeting, 100% share of voice for advertiser, flexible publication schedule
|
|
Breaking news offers delivered just-in-time
|
|
|
|
|
|
|
|
||||
Local Deals and Getaway
|
|
Locally-targeted e-mail alert service with a single time-sensitive and newsworthy offer from local merchants such as spas and restaurants
|
|
Twice per
week in
active
markets
|
|
153 local markets
|
|
Local targeting by zip code,100% share of voice for the local businesses, flexible publication schedule
|
|
Breaking news offers delivered just-in-time
|
|
|
|
|
|
|
|
||||
Travelzoo Network
|
|
A network of third-party websites that list outstanding deals published by Travelzoo
|
|
24/7
|
|
Over 400 third-party websites
|
|
Drives qualified users with substantial distribution beyond the Travelzoo audience
|
|
Contextually relevant travel deals that have been handpicked and professionally reviewed
|
|
|
|
|
|
|
|
||||
Travelzoo Mobile Applications
|
|
iPhone and Android applications that allow users to discover the best Travel, Entertainment and Local Deals.
|
|
On-demand
|
|
5.5 million downloads
|
|
Allows travel, entertainment and local deals advertisers to reach our audience that is on the go.
|
|
24/7 access to travel, entertainment and local deals for consumers that are on the go.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
For
Travelzoo
websites, reach information is based on data from Google Analytics. For
Top 20, Newsflash, Local Deals
and
Getaway, Travelzoo Network and Travelzoo
mobile applications, reach/usage information is based on internal Travelzoo statistics as of
December 31, 2017
.
|
•
|
Real-Time Listings of Special Offers.
Our technology allows travel and entertainment companies to advertise special offers on a real-time basis.
|
•
|
Real-Time Updates.
Our technology allows travel and entertainment companies to update their listings on a real-time basis.
|
•
|
Real-Time Performance Reports.
We provide travel and entertainment companies with real-time tracking of the performance of their advertising campaigns. Our solution enables travel and entertainment companies to optimize their campaigns by removing or updating unsuccessful listings and further promote successful listings.
|
•
|
Access to Millions of Consumers.
We provide travel and entertainment companies fast access to over 28 million travel shoppers.
|
•
|
Global Reach.
We offer access to Internet users in Australia, Canada, China, France, Germany, Hong Kong, Japan, Southeast Asia, Spain, Taiwan, the U.K and U.S.
|
•
|
Real-Time Listings of Special Offers.
Our technology allows local businesses to advertise special offers on a real-time basis.
|
•
|
Real-Time Performance Reports.
We provide local businesses with real-time tracking of the performance of their advertising campaigns.
|
•
|
Access to Local Consumers.
Travelzoo members submit their zip code to Travelzoo when they join Travelzoo. As a result, we are able to send
Local Deals
to members who live or work near the local businesses.
|
•
|
Aggregation of Offers from Many Companies.
Our
Travelzoo
websites and our
Travelzoo Top 20
e-mail newsletter aggregate information on current offers from more than 2,000 travel, entertainment and local businesses. This saves the consumer time when searching for travel, entertainment and local deals, sales and specials.
|
•
|
Current Information.
Compared to newspaper, TV or radio advertisements, we provide consumers more current information, since our technology enables travel, entertainment and local businesses to update their listings on a real-time basis.
|
•
|
Reliable Information.
We operate a Test Booking Center to check the availability of travel, entertainment and local deals
before publishing.
|
•
|
Building a travel and lifestyle brand with a large, high-quality user base.
We believe that it is essential to establish a strong brand with a large, high-quality user base within the travel, entertainment and local industries we serve. We currently utilize online marketing and direct marketing to promote our brand to consumers. We utilize sponsorships at industry conferences and public relations to promote our brand. We believe that high-quality content attracts a high-quality user base.
|
•
|
Offering products that keep pace with consumer preference and technology.
We believe it is important to grow engagement of our user base, by offering products that deliver high-quality deals with exceptional value and expanding our product offering over time to address frequent travel and leisure needs, including the desire to access our content via mobile devices and to search and book hotels via a hotel booking platform.
|
Air France
|
InterContinental Hotels Group
|
Air New Zealand
|
JPB Corporation
|
British Airways
|
Lion World Travel
|
Cathay Pacific Airways
|
Lufthansa
|
Ctrip
|
Nexus Holidays
|
Emirates
|
Princess Cruises
|
Etihad
|
Royal Caribbean
|
Expedia
|
Singapore Airlines
|
Fairmont Hotels and Resorts
|
Starwood Hotels & Resorts Worldwide
|
Hawaiian Airlines
|
Tourism Australia and Tourism Ireland
|
Hilton Hotels & Resorts
|
United Airlines
|
•
|
mismatches between resource allocation and client demand due to difficulties in predicting client demand in a new market;
|
•
|
changes in general economic conditions that could affect marketing efforts generally and online marketing efforts in particular;
|
•
|
the magnitude and timing of marketing initiatives, including our acquisition of new members and our expansion efforts in other regions;
|
•
|
the introduction, development, timing, competitive pricing and market acceptance of our products and services and those of our competitors;
|
•
|
our ability to attract and retain key personnel;
|
•
|
our ability to manage our planned growth;
|
•
|
our ability to attract users to our websites, which may be adversely affected by the audience shift to mobile devices;
|
•
|
technical difficulties or system downtime affecting the Internet generally or the operation of our products and services specifically; and
|
•
|
volatility of our operating results in new markets.
|
•
|
uncertainties and instability in economic and market conditions caused by the United Kingdom's vote to exit the European Union;
|
•
|
uncertainty regarding how the United Kingdom's access to the European Union Single Market and the wider trading, legal, regulatory and labor environments, especially in the United Kingdom and European Union, will be impacted by the United Kingdom's vote to exit the European Union, including the resulting impact on our business and that of our clients;
|
•
|
trade barriers and changes in trade regulations;
|
•
|
difficulties in developing, staffing and simultaneously managing foreign operations as a result of distance, language and cultural differences;
|
•
|
stringent local labor laws and regulations;
|
•
|
risks related to government regulation; and
|
•
|
potentially adverse tax consequences.
|
•
|
rapidly changing technology in online advertising, including a significant shift of business to mobile platforms;
|
•
|
evolving industry standards, including both formal and
de facto
standards relating to online advertising;
|
•
|
developments and changes relating to the Internet;
|
•
|
competing products and services that offer increased functionality; and
|
•
|
changes in travel company, entertainment company, and Internet user requirements.
|
•
|
Diversion of management time and focus from operating our business to acquisition integration challenges.
|
•
|
Implementation or remediation of controls, procedures, and policies at the acquired company.
|
•
|
Integration of the acquired company's accounting, human resource, 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 disposed assets.
|
•
|
Impairment of goodwill and other assets acquired or divested.
|
•
|
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.
|
•
|
user privacy;
|
•
|
anti-spam legislation;
|
•
|
consumer protection;
|
•
|
copyright, trademark and patent infringement;
|
•
|
pricing controls;
|
•
|
characteristics and quality of products and services;
|
•
|
sales and other taxes; and
|
•
|
other claims based on the nature and content of Internet materials.
|
|
High
|
Low
|
||||
2017:
|
|
|
||||
Fourth Quarter
|
$
|
9.00
|
|
$
|
5.95
|
|
Third Quarter
|
$
|
11.20
|
|
$
|
7.75
|
|
Second Quarter
|
$
|
10.95
|
|
$
|
8.90
|
|
First Quarter
|
$
|
10.35
|
|
$
|
8.35
|
|
2016:
|
|
|
|
|
||
Fourth Quarter
|
$
|
12.77
|
|
$
|
9.15
|
|
Third Quarter
|
$
|
13.16
|
|
$
|
7.72
|
|
Second Quarter
|
$
|
8.23
|
|
$
|
7.56
|
|
First Quarter
|
$
|
8.55
|
|
$
|
6.71
|
|
Period
|
Total Number of
Shares Purchased |
|
Average Price
Paid
per Share
|
|
Total Number of
Shares
Purchased
as Part of
Publicly
Announced
Programs
|
|
Maximum Shares
that May Yet
be Purchased Under
the Programs (1)
|
|||||
October 1, 2017 - October 31, 2017
|
3,000
|
|
|
$
|
8.78
|
|
|
3,000
|
|
|
—
|
|
November 1, 2017 - November 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
December 1, 2017 - December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
|
|
3,000
|
|
|
|
Measurement Point
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
||||||
Travelzoo
|
$
|
100.00
|
|
$
|
112.27
|
|
$
|
66.46
|
|
$
|
44.08
|
|
$
|
49.50
|
|
$
|
33.97
|
|
NASDAQ Market Index
|
$
|
100.00
|
|
$
|
138.32
|
|
$
|
156.85
|
|
$
|
165.84
|
|
$
|
178.28
|
|
$
|
230.18
|
|
Russell 2000 Index
|
$
|
100.00
|
|
$
|
136.82
|
|
$
|
141.87
|
|
$
|
133.57
|
|
$
|
159.93
|
|
$
|
180.82
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
106,524
|
|
|
$
|
114,263
|
|
|
$
|
123,961
|
|
|
$
|
134,243
|
|
|
$
|
145,314
|
|
Income (loss) from operations
|
4,545
|
|
|
10,186
|
|
|
3,820
|
|
|
13,798
|
|
|
(2,325
|
)
|
|||||
Income (loss) from continuing operations, net of taxes
|
1,592
|
|
|
6,007
|
|
|
8,523
|
|
|
10,323
|
|
|
(8,939
|
)
|
|||||
Income from discontinued operations, net of taxes
|
1,938
|
|
|
624
|
|
|
2,341
|
|
|
2,739
|
|
|
2,357
|
|
|||||
Net income (loss)
|
$
|
3,530
|
|
|
$
|
6,631
|
|
|
$
|
10,864
|
|
|
$
|
13,062
|
|
|
$
|
(6,582
|
)
|
Income (loss) per share—basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
|
$
|
0.70
|
|
|
$
|
(0.58
|
)
|
Discontinued operations
|
0.15
|
|
|
0.04
|
|
|
0.16
|
|
|
0.18
|
|
|
0.15
|
|
|||||
Net income (loss) per share
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.74
|
|
|
$
|
0.88
|
|
|
$
|
(0.43
|
)
|
Income (loss) per share—diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
|
$
|
0.70
|
|
|
$
|
(0.58
|
)
|
Discontinued operations
|
0.15
|
|
|
0.04
|
|
|
0.16
|
|
|
0.18
|
|
|
0.15
|
|
|||||
Net income (loss) per share
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.74
|
|
|
$
|
0.88
|
|
|
$
|
(0.43
|
)
|
Shares used in per share calculation from continuing operations—basic
|
12,882
|
|
|
13,997
|
|
|
14,722
|
|
|
14,768
|
|
|
15,269
|
|
|||||
Shares used in per share calculation from discontinued operations—basic
|
12,882
|
|
|
13,997
|
|
|
14,722
|
|
|
14,768
|
|
|
15,269
|
|
|||||
Shares used in per share calculation from continuing operations—diluted
|
12,894
|
|
|
13,997
|
|
|
14,722
|
|
|
14,809
|
|
|
15,269
|
|
|||||
Shares used in per share calculation from discontinuing operations—diluted
|
12,894
|
|
|
13,997
|
|
|
14,722
|
|
|
14,809
|
|
|
15,355
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
22,553
|
|
|
$
|
26,838
|
|
|
$
|
35,128
|
|
|
$
|
55,417
|
|
|
$
|
68,668
|
|
Working capital
|
$
|
7,646
|
|
|
$
|
14,643
|
|
|
$
|
16,046
|
|
|
$
|
36,259
|
|
|
$
|
29,194
|
|
Total assets
|
$
|
45,672
|
|
|
$
|
53,530
|
|
|
$
|
68,579
|
|
|
$
|
93,307
|
|
|
$
|
119,440
|
|
Stockholders' equity
|
$
|
13,078
|
|
|
$
|
18,064
|
|
|
$
|
21,387
|
|
|
$
|
35,827
|
|
|
$
|
30,096
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenues
|
12.1
|
|
|
12.1
|
|
|
14.6
|
|
Gross profit
|
87.9
|
|
|
87.9
|
|
|
85.4
|
|
Operating expenses:
|
|
|
|
|
|
|||
Sales and marketing
|
53.8
|
|
|
51.1
|
|
|
52.9
|
|
Product development
|
8.6
|
|
|
8.0
|
|
|
9.9
|
|
General and administrative
|
21.2
|
|
|
19.9
|
|
|
19.5
|
|
Total operating expenses
|
83.6
|
|
|
79.0
|
|
|
82.3
|
|
Income from continuing operations
|
4.3
|
|
|
8.9
|
|
|
3.1
|
|
Other income (loss), net
|
0.1
|
|
|
(0.1
|
)
|
|
(1.0
|
)
|
Income from continuing operations before income taxes
|
4.4
|
|
|
8.8
|
|
|
2.1
|
|
Income tax expense (benefit)
|
2.9
|
|
|
3.5
|
|
|
(4.8
|
)
|
Income from continuing operations
|
1.5
|
|
|
5.3
|
|
|
6.9
|
|
Income from discontinued operations, net of income taxes
|
1.8
|
|
|
0.5
|
|
|
1.9
|
|
Net income
|
3.3
|
%
|
|
5.8
|
%
|
|
8.8
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Asia Pacific
|
|
|
|
|
|
||||||
Total members
|
3,621,600
|
|
|
3,598,000
|
|
|
3,484,000
|
|
|||
Average cost per acquisition of a new member
|
$
|
3.08
|
|
|
$
|
3.28
|
|
|
$
|
2.46
|
|
Revenue per member (2)
|
$
|
2.09
|
|
|
$
|
2.78
|
|
|
$
|
3.01
|
|
Revenue per employee (3)
|
$
|
86
|
|
|
$
|
108
|
|
|
$
|
113
|
|
Mobile application downloads
|
728,300
|
|
|
662,000
|
|
|
563,000
|
|
|||
Social media followers
|
559,000
|
|
|
531,000
|
|
|
383,000
|
|
|||
Europe
|
|
|
|
|
|
||||||
Total members
|
8,523,300
|
|
|
8,153,000
|
|
|
7,860,000
|
|
|||
Average cost per acquisition of a new member
|
$
|
2.89
|
|
|
$
|
2.85
|
|
|
$
|
3.43
|
|
Revenue per member (2)
|
$
|
4.13
|
|
|
$
|
4.69
|
|
|
$
|
5.41
|
|
Revenue per employee (3)
|
$
|
222
|
|
|
$
|
249
|
|
|
$
|
277
|
|
Mobile application downloads
|
1,738,481
|
|
|
1,595,000
|
|
|
1,419,000
|
|
|||
Social media followers
|
791,000
|
|
|
637,000
|
|
|
595,000
|
|
|||
North America
|
|
|
|
|
|
||||||
Total members
|
17,375,600
|
|
|
17,223,000
|
|
|
17,184,000
|
|
|||
Average cost per acquisition of a new member
|
$
|
1.87
|
|
|
$
|
2.15
|
|
|
$
|
2.16
|
|
Revenue per member (2)
|
$
|
3.79
|
|
|
$
|
3.94
|
|
|
$
|
4.35
|
|
Revenue per employee (3)
|
$
|
322
|
|
|
$
|
332
|
|
|
$
|
314
|
|
Mobile application downloads
|
3,015,700
|
|
|
3,049,000
|
|
|
2,734,000
|
|
|||
Social media followers
|
2,866,000
|
|
|
2,507,000
|
|
|
2,250,000
|
|
|||
Consolidated
|
|
|
|
|
|
||||||
Total members (1)
|
29,388,200
|
|
|
28,838,000
|
|
|
28,390,000
|
|
|||
Average cost per acquisition of a new member
|
$
|
2.34
|
|
|
$
|
2.51
|
|
|
$
|
2.62
|
|
Revenue per member (2)
|
$
|
3.69
|
|
|
$
|
4.02
|
|
|
$
|
4.48
|
|
Revenue per employee (3)
|
$
|
241
|
|
|
$
|
258
|
|
|
$
|
266
|
|
Mobile application downloads
|
5,482,481
|
|
|
5,306,000
|
|
|
4,716,000
|
|
|||
Social media followers
|
4,216,000
|
|
|
3,675,000
|
|
|
3,228,000
|
|
(1)
|
Members represent individuals who are signed up to receive one or more of our free email publications that present our travel, entertainment and local deals.
|
(2)
|
Annual revenue divided by number of members at the beginning of the year.
|
(3)
|
Annual revenue divided by number of employees at the end of the year (in thousands).
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
Asia Pacific
|
|
|
|
|
|
|||||||
Travel
|
$
|
6,992
|
|
|
$
|
8,845
|
|
|
$
|
9,355
|
|
|
Local
|
527
|
|
|
853
|
|
|
1,294
|
|
||||
Total Asia Pacific revenues
|
$
|
7,519
|
|
|
$
|
9,698
|
|
|
$
|
10,649
|
|
|
Europe
|
|
|
|
|
|
|||||||
Travel
|
$
|
29,180
|
|
|
$
|
31,087
|
|
|
$
|
33,603
|
|
|
Local
|
4,501
|
|
|
5,820
|
|
|
6,133
|
|
||||
Total Europe revenues
|
$
|
33,681
|
|
|
$
|
36,907
|
|
|
$
|
39,736
|
|
|
North America
|
|
|
|
|
|
|||||||
Travel
|
$
|
53,880
|
|
|
$
|
54,248
|
|
|
$
|
56,156
|
|
|
Local
|
11,444
|
|
|
13,410
|
|
|
17,420
|
|
||||
Total North America revenues
|
$
|
65,324
|
|
|
$
|
67,658
|
|
|
$
|
73,576
|
|
|
Consolidated
|
|
|
|
|
|
|||||||
Travel
|
$
|
90,052
|
|
|
$
|
94,180
|
|
|
$
|
99,114
|
|
|
Local
|
16,472
|
|
|
20,083
|
|
|
24,847
|
|
||||
Total revenues
|
$
|
106,524
|
|
—
|
|
$
|
114,263
|
|
|
$
|
123,961
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
7,519
|
|
|
$
|
9,698
|
|
|
$
|
10,649
|
|
(Loss) from operations
|
$
|
(5,967
|
)
|
|
$
|
(3,890
|
)
|
|
$
|
(2,469
|
)
|
(Loss) from operations as a % of revenues
|
(79
|
)%
|
|
(40
|
)%
|
|
(23
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
33,681
|
|
|
$
|
36,907
|
|
|
$
|
39,736
|
|
Income from operations
|
$
|
2,290
|
|
|
$
|
5,604
|
|
|
$
|
2,472
|
|
Income from operations as a % of revenues
|
7
|
%
|
|
15
|
%
|
|
6
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
65,324
|
|
|
$
|
67,658
|
|
|
$
|
73,576
|
|
Income from operations
|
$
|
8,222
|
|
|
$
|
8,472
|
|
|
$
|
3,817
|
|
Income from operations as a % of revenues
|
13
|
%
|
|
13
|
%
|
|
5
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
( In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
2,076
|
|
|
$
|
8,722
|
|
|
$
|
4,192
|
|
Net cash provided by (used in) investing activities
|
2,152
|
|
|
(909
|
)
|
|
(1,218
|
)
|
|||
Net cash used in financing activities
|
(9,712
|
)
|
|
(15,262
|
)
|
|
(20,012
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,199
|
|
|
(841
|
)
|
|
(3,251
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(4,285
|
)
|
|
$
|
(8,290
|
)
|
|
$
|
(20,289
|
)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
5,320
|
|
|
$
|
4,505
|
|
|
$
|
3,833
|
|
|
$
|
3,205
|
|
|
$
|
2,370
|
|
|
$
|
3,258
|
|
|
$
|
22,491
|
|
Purchase obligations
|
1,446
|
|
|
17
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
|||||||
Total commitments
|
$
|
6,766
|
|
|
$
|
4,522
|
|
|
$
|
3,844
|
|
|
$
|
3,205
|
|
|
$
|
2,370
|
|
|
$
|
3,258
|
|
|
$
|
23,965
|
|
•
|
Evidence of an arrangement.
We consider an insertion order signed by the advertiser or its agency to be evidence of an arrangement.
|
•
|
Delivery.
Delivery is considered to occur when the advertising has been displayed, the click-throughs have been delivered, the voucher sale has been completed and cancelable hotel booking reservation stays have occurred or non-cancelable hotel booking reservations have been booked, as applicable.
|
•
|
Fixed or determinable fee.
Our arrangements with our customers specifies the price paid for advertising services.
|
•
|
Collection is deemed reasonably assured.
We conduct a credit review for all advertising transactions at the time of the arrangement to determine the creditworthiness of the advertiser. Collection is deemed reasonably assured if we expect that the advertiser will be able to pay amounts under the arrangement as payments become due. Collection is deemed not reasonably assured when an advertiser is perceived to be in financial distress, which may be evidenced by weak industry conditions, a bankruptcy filing, or previously billed amounts that are past due. If we determine that collection is not reasonably assured, then we defer the revenue and recognize the revenue upon cash collection. Collection is deemed reasonably assured for our voucher sales to consumers as these transactions require the use of credit cards subject to authorization.
|
|
|
|
Page
|
Report of PricewaterhouseCoopers LLP - Independent Registered Public Accounting Firm
|
|
Report of KPMG LLP - Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,553
|
|
|
$
|
26,838
|
|
Accounts receivable, less allowance for doubtful accounts of $315 and $295 as of December 31, 2017 and 2016, respectively
|
11,769
|
|
|
14,415
|
|
||
Income tax receivable
|
517
|
|
|
542
|
|
||
Deferred tax assets
|
—
|
|
|
793
|
|
||
Deposits
|
259
|
|
|
105
|
|
||
Prepaid expenses and other
|
2,141
|
|
|
1,773
|
|
||
Total current assets
|
37,239
|
|
|
44,466
|
|
||
Deposits and other
|
548
|
|
|
702
|
|
||
Deferred tax assets
|
1,516
|
|
|
1,052
|
|
||
Restricted cash
|
1,448
|
|
|
1,152
|
|
||
Property and equipment, net
|
4,921
|
|
|
6,158
|
|
||
Total assets
|
$
|
45,672
|
|
|
$
|
53,530
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
19,105
|
|
|
$
|
19,714
|
|
Accrued expenses and other
|
8,702
|
|
|
8,699
|
|
||
Deferred revenue
|
825
|
|
|
719
|
|
||
Income tax payable
|
961
|
|
|
691
|
|
||
Total current liabilities
|
29,593
|
|
|
29,823
|
|
||
Long-term tax liabilities
|
373
|
|
|
2,879
|
|
||
Long-term deferred rent and other
|
2,628
|
|
|
2,764
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value per share (5,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value (40,000 shares authorized; 12,462 shares issued and outstanding as of December 31, 2017 and 13,462 shares issued and outstanding as of December 31, 2016)
|
125
|
|
|
135
|
|
||
Additional paid-in capital
|
—
|
|
|
—
|
|
||
Retained earnings
|
16,550
|
|
|
21,716
|
|
||
Accumulated other comprehensive loss
|
(3,597
|
)
|
|
(3,787
|
)
|
||
Total stockholders’ equity
|
13,078
|
|
|
18,064
|
|
||
Total liabilities and stockholders’ equity
|
$
|
45,672
|
|
|
$
|
53,530
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
106,524
|
|
|
$
|
114,263
|
|
|
$
|
123,961
|
|
Cost of revenues
|
12,909
|
|
|
13,855
|
|
|
18,148
|
|
|||
Gross profit
|
93,615
|
|
|
100,408
|
|
|
105,813
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
57,288
|
|
|
58,429
|
|
|
65,609
|
|
|||
Product development
|
9,224
|
|
|
9,096
|
|
|
12,214
|
|
|||
General and administrative
|
22,558
|
|
|
22,697
|
|
|
24,170
|
|
|||
Total operating expenses
|
89,070
|
|
|
90,222
|
|
|
101,993
|
|
|||
Income from continuing operations
|
4,545
|
|
|
10,186
|
|
|
3,820
|
|
|||
Other income (loss), net
|
173
|
|
|
(187
|
)
|
|
(1,242
|
)
|
|||
Income from continuing operations before income taxes
|
4,718
|
|
|
9,999
|
|
|
2,578
|
|
|||
Income tax expense (benefit)
|
3,126
|
|
|
3,992
|
|
|
(5,945
|
)
|
|||
Income from continuing operations
|
$
|
1,592
|
|
|
$
|
6,007
|
|
|
$
|
8,523
|
|
Income from discontinued operations, net of income taxes
|
1,938
|
|
|
624
|
|
|
2,341
|
|
|||
Net income
|
$
|
3,530
|
|
|
$
|
6,631
|
|
|
$
|
10,864
|
|
|
|
|
|
|
|
||||||
Income per share—basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
Discontinued operations
|
0.15
|
|
|
0.04
|
|
|
0.16
|
|
|||
Net income per share—basic
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
||||||
Income per share—diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
Discontinued operations
|
0.15
|
|
|
0.04
|
|
|
0.16
|
|
|||
Net income per share—diluted
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
||||||
Shares used in computing basic net income per share
|
12,882
|
|
|
13,997
|
|
|
14,722
|
|
|||
Shares used in computing diluted net income per share
|
12,894
|
|
|
13,997
|
|
|
14,722
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
3,530
|
|
|
$
|
6,631
|
|
|
$
|
10,864
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
190
|
|
|
121
|
|
|
(1,306
|
)
|
|||
Total comprehensive income
|
$
|
3,720
|
|
|
$
|
6,752
|
|
|
$
|
9,558
|
|
|
Common Stock
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity |
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balances, January 1, 2015
|
14,730
|
|
|
$
|
163
|
|
|
$
|
(21,517
|
)
|
|
$
|
30,586
|
|
|
$
|
29,197
|
|
|
$
|
(2,602
|
)
|
|
$
|
35,827
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
—
|
|
|
401
|
|
||||||
Retirement of treasury stock
|
—
|
|
|
(13
|
)
|
|
23,241
|
|
|
(23,228
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase and retirement of common stock, net
|
(212
|
)
|
|
—
|
|
|
(1,724
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,724
|
)
|
||||||
Proceeds from sale of shares fractionalized from reverse/forward stock split, including transaction costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
||||||
Acquisition of Asia Pacific Business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,573
|
)
|
|
—
|
|
|
(22,573
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,306
|
)
|
|
(1,306
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,864
|
|
|
—
|
|
|
10,864
|
|
||||||
Balances, December 31, 2015
|
14,518
|
|
|
150
|
|
|
—
|
|
|
7,759
|
|
|
17,386
|
|
|
(3,908
|
)
|
|
21,387
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
—
|
|
|
—
|
|
|
933
|
|
||||||
Repurchase and retirement of common stock, net
|
(1,056
|
)
|
|
(15
|
)
|
|
—
|
|
|
(7,189
|
)
|
|
(2,301
|
)
|
|
—
|
|
|
(9,505
|
)
|
||||||
Tax benefit shortfall from forfeiture/cancellation of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,503
|
)
|
|
—
|
|
|
—
|
|
|
(1,503
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
121
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,631
|
|
|
—
|
|
|
6,631
|
|
||||||
Balances, December 31, 2016
|
13,462
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
21,716
|
|
|
(3,787
|
)
|
|
18,064
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,006
|
|
|
—
|
|
|
—
|
|
|
1,006
|
|
||||||
Repurchase and retirement of common stock, net
|
(1,000
|
)
|
|
(10
|
)
|
|
—
|
|
|
(1,006
|
)
|
|
(8,696
|
)
|
|
—
|
|
|
(9,712
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
190
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,530
|
|
|
—
|
|
|
3,530
|
|
||||||
Balances, December 31, 2017
|
12,462
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,550
|
|
|
$
|
(3,597
|
)
|
|
$
|
13,078
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,530
|
|
|
$
|
6,631
|
|
|
$
|
10,864
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,075
|
|
|
2,530
|
|
|
2,788
|
|
|||
Discontinued operations gain on sale of Fly.com domain name
|
(2,890
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
1,006
|
|
|
933
|
|
|
401
|
|
|||
Deferred income tax
|
309
|
|
|
(199
|
)
|
|
(269
|
)
|
|||
Net foreign currency effect
|
(354
|
)
|
|
(315
|
)
|
|
480
|
|
|||
Other
|
118
|
|
|
100
|
|
|
(20
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
3,065
|
|
|
1,313
|
|
|
(789
|
)
|
|||
Income tax receivable
|
28
|
|
|
816
|
|
|
2,371
|
|
|||
Prepaid expenses and other
|
(487
|
)
|
|
957
|
|
|
675
|
|
|||
Accounts payable
|
(1,588
|
)
|
|
(2,463
|
)
|
|
(1,139
|
)
|
|||
Reserve for unexchanged promotional shares
|
—
|
|
|
—
|
|
|
(1,393
|
)
|
|||
Accrued expenses and other
|
(475
|
)
|
|
(1,747
|
)
|
|
(1,681
|
)
|
|||
Income tax payable
|
261
|
|
|
287
|
|
|
(161
|
)
|
|||
Other non-current liabilities
|
(2,522
|
)
|
|
(121
|
)
|
|
(7,935
|
)
|
|||
Net cash provided by operating activities
|
2,076
|
|
|
8,722
|
|
|
4,192
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(738
|
)
|
|
(909
|
)
|
|
(1,282
|
)
|
|||
Proceeds from sale of Fly.com domain name
|
2,890
|
|
|
—
|
|
|
—
|
|
|||
Release of restricted cash
|
—
|
|
|
—
|
|
|
64
|
|
|||
Net cash provided by (used in) investing activities
|
2,152
|
|
|
(909
|
)
|
|
(1,218
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Acquisition of the Asia Pacific business
|
—
|
|
|
58
|
|
|
(16,974
|
)
|
|||
Payment of loan to related party
|
—
|
|
|
(5,658
|
)
|
|
(3,250
|
)
|
|||
Proceeds from loan from related party
|
—
|
|
|
—
|
|
|
2,224
|
|
|||
Increase in bank overdraft
|
—
|
|
|
—
|
|
|
44
|
|
|||
Decrease in bank overdraft
|
—
|
|
|
—
|
|
|
(385
|
)
|
|||
Repurchase of common stock
|
(9,712
|
)
|
|
(9,662
|
)
|
|
(1,569
|
)
|
|||
Reverse/forward stock split, including transaction costs
|
—
|
|
|
—
|
|
|
(102
|
)
|
|||
Net cash used in financing activities
|
(9,712
|
)
|
|
(15,262
|
)
|
|
(20,012
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,199
|
|
|
(841
|
)
|
|
(3,251
|
)
|
|||
Net decrease in cash and cash equivalents
|
(4,285
|
)
|
|
(8,290
|
)
|
|
(20,289
|
)
|
|||
Cash and cash equivalents at beginning of year
|
26,838
|
|
|
35,128
|
|
|
55,417
|
|
|||
Cash and cash equivalents at end of year
|
$
|
22,553
|
|
|
$
|
26,838
|
|
|
$
|
35,128
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net
|
$
|
6,201
|
|
|
$
|
3,309
|
|
|
$
|
801
|
|
Cash paid for interest
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
128
|
|
Note payable for the acquisition of the Asia Pacific business
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,658
|
|
•
|
Evidence of an arrangement.
The Company considers an insertion order signed by the advertiser or its agency to be evidence of an arrangement.
|
•
|
Delivery.
Delivery is considered to occur when the advertising has been displayed, the click-throughs have been delivered or the voucher sale has been completed, as applicable.
|
•
|
Fixed or determinable fee.
The Company's arrangements with its customers specifies the price paid for advertising services.
|
•
|
Collection is deemed reasonably assured
. The Company conducts a credit review for all advertising transactions at the time of the arrangement to determine the creditworthiness of the advertiser. Collection is deemed reasonably assured if it is expected that the advertiser will be able to pay amounts under the arrangement as payments become due. Collection is deemed not reasonably assured when an advertiser is perceived to be in financial distress, which may be evidenced by weak industry condition, bankruptcy filing, or previously billed amounts that are past due. If it is determined that collection is not reasonably assured, then revenue is deferred and recognized upon cash collection.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,592
|
|
|
$
|
6,007
|
|
|
$
|
8,523
|
|
Income from discontinued operations, net of income taxes
|
1,938
|
|
|
624
|
|
|
2,341
|
|
|||
Net income
|
$
|
3,530
|
|
|
$
|
6,631
|
|
|
$
|
10,864
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares—basic
|
12,882
|
|
|
13,997
|
|
|
14,722
|
|
|||
Effect of dilutive securities: stock options
|
12
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares—diluted
|
12,894
|
|
|
13,997
|
|
|
14,722
|
|
|||
Income per share—basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
Discontinued operations
|
0.15
|
|
|
0.04
|
|
|
0.16
|
|
|||
Net income per share—basic
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.74
|
|
Income per share—diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
Discontinued operations
|
0.15
|
|
|
0.04
|
|
|
0.16
|
|
|||
Net income per share—diluted
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.74
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Prepaid expenses
|
$
|
1,859
|
|
|
$
|
1,334
|
|
Other current assets
|
282
|
|
|
439
|
|
||
Total prepaid expenses and other
|
$
|
2,141
|
|
|
$
|
1,773
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Computer hardware and software
|
$
|
3,337
|
|
|
$
|
4,969
|
|
Office equipment and office furniture
|
8,002
|
|
|
8,802
|
|
||
Capitalized internal-use software and website development
|
4,383
|
|
|
3,265
|
|
||
Leasehold improvements
|
6,629
|
|
|
6,259
|
|
||
|
22,351
|
|
|
23,295
|
|
||
Less accumulated depreciation and amortization
|
(17,430
|
)
|
|
(17,137
|
)
|
||
Total
|
$
|
4,921
|
|
|
$
|
6,158
|
|
|
Allowance
for doubtful
accounts
|
|
Reserve for
member refunds |
||||
Balance at January 1, 2015
|
$
|
444
|
|
|
$
|
799
|
|
Additions — charged to costs and expenses, or contra revenue, net
|
295
|
|
|
776
|
|
||
Deductions — recoveries of amounts previously charged-off
|
(179
|
)
|
|
—
|
|
||
Deductions — write-offs
|
(176
|
)
|
|
(1,045
|
)
|
||
Balance at December 31, 2015
|
384
|
|
|
530
|
|
||
Additions — charged to costs and expenses, or contra revenue, net
|
107
|
|
|
507
|
|
||
Deductions — recoveries of amounts previously charged-off
|
(89
|
)
|
|
—
|
|
||
Deductions — write-offs
|
(107
|
)
|
|
(563
|
)
|
||
Balance at December 31, 2016
|
295
|
|
|
474
|
|
||
Additions — charged to costs and expenses, or contra revenue, net
|
158
|
|
|
942
|
|
||
Deductions — recoveries of amounts previously charged-off
|
(125
|
)
|
|
—
|
|
||
Deductions — write-offs
|
(13
|
)
|
|
(886
|
)
|
||
Balance at December 31, 2017
|
$
|
315
|
|
|
$
|
530
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accrued advertising expense
|
$
|
1,727
|
|
|
$
|
1,828
|
|
Accrued compensation expense
|
3,540
|
|
|
3,288
|
|
||
Reserve for member refunds
|
539
|
|
|
474
|
|
||
Other accrued expenses
|
2,396
|
|
|
2,678
|
|
||
Deferred rent
|
500
|
|
|
431
|
|
||
Total accrued expenses and other
|
$
|
8,702
|
|
|
$
|
8,699
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
5,320
|
|
|
$
|
4,505
|
|
|
$
|
3,833
|
|
|
$
|
3,205
|
|
|
$
|
2,370
|
|
|
$
|
3,258
|
|
|
$
|
22,491
|
|
Purchase obligations
|
1,446
|
|
|
17
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
|||||||
Total commitments
|
$
|
6,766
|
|
|
$
|
4,522
|
|
|
$
|
3,844
|
|
|
$
|
3,205
|
|
|
$
|
2,370
|
|
|
$
|
3,258
|
|
|
$
|
23,965
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
||||||
Federal
|
$
|
1,988
|
|
|
$
|
24
|
|
|
$
|
2,012
|
|
State
|
198
|
|
|
(64
|
)
|
|
134
|
|
|||
Foreign
|
905
|
|
|
75
|
|
|
980
|
|
|||
|
$
|
3,091
|
|
|
$
|
35
|
|
|
$
|
3,126
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
||||||
Federal
|
$
|
2,403
|
|
|
$
|
(123
|
)
|
|
$
|
2,280
|
|
State
|
395
|
|
|
23
|
|
|
418
|
|
|||
Foreign
|
1,391
|
|
|
(97
|
)
|
|
1,294
|
|
|||
|
$
|
4,189
|
|
|
$
|
(197
|
)
|
|
$
|
3,992
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
||||||
Federal
|
$
|
(6,475
|
)
|
|
$
|
(238
|
)
|
|
$
|
(6,713
|
)
|
State
|
281
|
|
|
51
|
|
|
332
|
|
|||
Foreign
|
454
|
|
|
(18
|
)
|
|
436
|
|
|||
|
$
|
(5,740
|
)
|
|
$
|
(205
|
)
|
|
$
|
(5,945
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Federal tax at statutory rates
|
$
|
1,651
|
|
|
$
|
3,500
|
|
|
$
|
902
|
|
State taxes, net of federal income tax benefit
|
113
|
|
|
276
|
|
|
219
|
|
|||
Change of valuation allowance
|
1,577
|
|
|
895
|
|
|
816
|
|
|||
Uncertain tax positions
|
(907
|
)
|
|
(132
|
)
|
|
(7,935
|
)
|
|||
Foreign income taxed at different rates
|
72
|
|
|
(509
|
)
|
|
(124
|
)
|
|||
U.S. tax reform (the Tax Act)
|
681
|
|
|
—
|
|
|
—
|
|
|||
Tax on undistributed earnings
|
(173
|
)
|
|
—
|
|
|
—
|
|
|||
Non-deductible expenses and other
|
112
|
|
|
(38
|
)
|
|
177
|
|
|||
Total income tax expense
|
$
|
3,126
|
|
|
$
|
3,992
|
|
|
$
|
(5,945
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
9,250
|
|
|
$
|
7,239
|
|
State income taxes
|
65
|
|
|
159
|
|
||
Accruals and allowances
|
287
|
|
|
447
|
|
||
Stock based compensation
|
744
|
|
|
771
|
|
||
Unrealized foreign exchange losses
|
191
|
|
|
149
|
|
||
Deferred revenue
|
87
|
|
|
113
|
|
||
Deferred rent
|
418
|
|
|
625
|
|
||
Total deferred tax assets
|
11,042
|
|
|
9,503
|
|
||
Valuation allowance
|
(9,249
|
)
|
|
(7,168
|
)
|
||
Total deferred tax assets net of valuation allowance
|
1,793
|
|
|
2,335
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
U.S. tax on undistributed earnings
|
—
|
|
|
(173
|
)
|
||
Property, equipment and intangible assets
|
(277
|
)
|
|
(351
|
)
|
||
Total deferred tax liabilities
|
(277
|
)
|
|
(524
|
)
|
||
Net deferred tax assets
|
$
|
1,516
|
|
|
$
|
1,811
|
|
|
Balance at the beginning of the year
|
|
Charged (Credited) to expenses
|
|
Charged (Credited) to other account (*)
|
|
Balance at end of year
|
||||||
Deferred tax assets valuation allowance
|
|
|
|
|
|
|
|
||||||
2015
|
$
|
6,431
|
|
|
816
|
|
|
(307
|
)
|
|
$
|
6,940
|
|
2016
|
$
|
6,940
|
|
|
895
|
|
|
(667
|
)
|
|
$
|
7,168
|
|
2017
|
$
|
7,168
|
|
|
1,577
|
|
|
504
|
|
|
$
|
9,249
|
|
Gross unrecognized tax benefits balance at January 1, 2015
|
$
|
10,025
|
|
Increase related to prior year tax positions
|
898
|
|
|
Decrease related to prior year tax positions
|
—
|
|
|
Increase related to current year tax positions
|
11
|
|
|
Settlements
|
—
|
|
|
Lapse of statute of limitations
|
(8,264
|
)
|
|
Gross unrecognized tax benefits balance at December 31, 2015
|
2,670
|
|
|
Increase related to prior year tax positions
|
10
|
|
|
Decrease related to prior year tax positions
|
—
|
|
|
Increase related to current year tax positions
|
—
|
|
|
Settlements
|
—
|
|
|
Lapse of statute of limitations
|
(323
|
)
|
|
Gross unrecognized tax benefits balance at December 31, 2016
|
2,357
|
|
|
Increase related to prior year tax positions
|
21
|
|
|
Decrease related to prior year tax positions
|
(737
|
)
|
|
Increase related to current year tax positions
|
4
|
|
|
Settlements
|
(920
|
)
|
|
Lapse of statute of limitations
|
—
|
|
|
Gross unrecognized tax benefits balance at December 31, 2017
|
$
|
725
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
(3,787
|
)
|
|
$
|
(3,908
|
)
|
|
$
|
(2,602
|
)
|
Other comprehensive income (loss) due to foreign currency translation, net of tax
|
190
|
|
|
121
|
|
|
(1,306
|
)
|
|||
Ending balance
|
$
|
(3,597
|
)
|
|
$
|
(3,787
|
)
|
|
$
|
(3,908
|
)
|
|
|
|
|
|
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average fair value of options granted per share
|
$
|
3.11
|
|
|
$
|
4.73
|
|
|
$
|
4.42
|
|
Historical volatility
|
46
|
%
|
|
58
|
%
|
|
59
|
%
|
|||
Risk-free interest rate
|
2.06
|
%
|
|
1.38
|
%
|
|
1.73
|
%
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expected life in years
|
5.65
|
|
|
6.25
|
|
|
5.75
|
|
|
Shares
|
|
Weighted-Average
Exercise Price |
|
Weighted-Average
Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at January 1, 2015
|
425,000
|
|
|
$
|
19.20
|
|
|
5.79 years
|
|
$
|
—
|
|
Option Granted
|
400,000
|
|
|
$
|
8.07
|
|
|
|
|
|
||
Options forfeited and canceled
|
(50,000
|
)
|
|
$
|
29.58
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
775,000
|
|
|
$
|
12.78
|
|
|
5.53 years
|
|
$
|
120
|
|
Option Granted
|
150,000
|
|
|
$
|
8.55
|
|
|
|
|
|
|
|
Options forfeited and canceled
|
(325,000
|
)
|
|
$
|
16.09
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
600,000
|
|
|
$
|
9.93
|
|
|
8.55 years
|
|
$
|
—
|
|
Option Granted
|
400,000
|
|
|
$
|
6.95
|
|
|
|
|
|
||
Options forfeited and canceled
|
(50,000
|
)
|
|
$
|
8.55
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
950,000
|
|
|
$
|
8.75
|
|
|
8.48 years
|
|
$
|
—
|
|
Exercisable and fully vested at December 31, 2017
|
475,000
|
|
|
$
|
10.30
|
|
|
7.38 years
|
|
$
|
—
|
|
Outstanding at December 31, 2017 and expected to vest thereafter
|
475,000
|
|
|
$
|
7.20
|
|
|
9.58 years
|
|
$
|
—
|
|
Exercise Price
|
|
Shares
Outstanding
|
|
Options Outstanding
Weighted-Average Remaining Contractual Life |
|
Weighted-Average
Exercise Price |
|
Shares Outstanding
and Exercisable |
|
Options Exercisable
Weighted-Average Remaining Contractual Life |
||||||
$
|
28.98
|
|
|
50,000
|
|
|
4.07 years
|
|
$
|
28.98
|
|
|
50,000
|
|
|
4.07 years
|
$
|
8.07
|
|
|
400,000
|
|
|
7.75 years
|
|
$
|
8.07
|
|
|
400,000
|
|
|
7.75 years
|
$
|
8.55
|
|
|
100,000
|
|
|
8.19 years
|
|
$
|
8.55
|
|
|
25,000
|
|
|
8.19 years
|
$
|
6.95
|
|
|
400,000
|
|
|
9.84 years
|
|
$
|
6.95
|
|
|
—
|
|
|
9.84 years
|
Year Ended December 31, 2017
|
Asia Pacific
|
|
Europe
|
|
North
America
|
|
Other
|
|
Consolidated
|
||||||||||
Revenues from unaffiliated customers
|
$
|
7,553
|
|
|
$
|
34,034
|
|
|
$
|
64,937
|
|
|
$
|
—
|
|
|
$
|
106,524
|
|
Intersegment revenues
|
(34
|
)
|
|
(353
|
)
|
|
387
|
|
|
—
|
|
|
—
|
|
|||||
Total net revenues
|
$
|
7,519
|
|
|
$
|
33,681
|
|
|
$
|
65,324
|
|
|
—
|
|
|
$
|
106,524
|
|
|
Operating income (loss)
|
$
|
(5,967
|
)
|
|
$
|
2,290
|
|
|
$
|
8,222
|
|
|
$
|
—
|
|
|
$
|
4,545
|
|
Year Ended December 31, 2016
|
Asia Pacific
|
|
Europe
|
|
North
America
|
|
Other (a)
|
|
Consolidated
|
||||||||||
Revenues from unaffiliated customers
|
$
|
9,625
|
|
|
$
|
37,502
|
|
|
$
|
67,136
|
|
|
$
|
—
|
|
|
$
|
114,263
|
|
Intersegment revenues
|
73
|
|
|
(595
|
)
|
|
522
|
|
|
—
|
|
|
—
|
|
|||||
Total net revenues
|
$
|
9,698
|
|
|
$
|
36,907
|
|
|
$
|
67,658
|
|
|
—
|
|
|
$
|
114,263
|
|
|
Operating income (loss)
|
$
|
(3,890
|
)
|
|
$
|
5,604
|
|
|
$
|
8,472
|
|
|
$
|
—
|
|
|
$
|
10,186
|
|
Year Ended December 31, 2015
|
Asia Pacific
|
|
Europe
|
|
North
America
|
|
Other (a)
|
|
Consolidated
|
||||||||||
Revenues from unaffiliated customers
|
$
|
10,661
|
|
|
$
|
39,867
|
|
|
$
|
73,433
|
|
|
$
|
—
|
|
|
$
|
123,961
|
|
Intersegment revenues
|
(12
|
)
|
|
(131
|
)
|
|
143
|
|
|
—
|
|
|
—
|
|
|||||
Total net revenues
|
$
|
10,649
|
|
|
$
|
39,736
|
|
|
$
|
73,576
|
|
|
—
|
|
|
$
|
123,961
|
|
|
Operating income (loss)
|
$
|
(2,469
|
)
|
|
$
|
2,472
|
|
|
$
|
3,817
|
|
|
$
|
—
|
|
|
$
|
3,820
|
|
As of December 31, 2017
|
Asia Pacific
|
|
Europe
|
|
North
America |
|
Elimination
|
|
Consolidated
|
||||||||||
Long-lived assets
|
$
|
140
|
|
|
$
|
496
|
|
|
$
|
4,285
|
|
|
$
|
—
|
|
|
$
|
4,921
|
|
Total assets
|
$
|
3,697
|
|
|
$
|
54,593
|
|
|
$
|
60,246
|
|
|
$
|
(72,864
|
)
|
|
$
|
45,672
|
|
As of December 31, 2016
|
Asia Pacific
|
|
Europe
|
|
North
America
|
|
Elimination
|
|
Consolidated
|
||||||||||
Long-lived assets
|
$
|
209
|
|
|
$
|
763
|
|
|
$
|
5,186
|
|
|
$
|
—
|
|
|
$
|
6,158
|
|
Total assets
|
$
|
5,295
|
|
|
$
|
49,125
|
|
|
$
|
65,961
|
|
|
$
|
(66,851
|
)
|
|
$
|
53,530
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Asia Pacific
|
|
|
|
|
|
||||||
Travel
|
$
|
6,992
|
|
|
$
|
8,845
|
|
|
$
|
9,355
|
|
Local
|
527
|
|
|
853
|
|
|
1,294
|
|
|||
Total Asia Pacific revenues
|
$
|
7,519
|
|
|
$
|
9,698
|
|
|
$
|
10,649
|
|
Europe
|
|
|
|
|
|
||||||
Travel
|
$
|
29,180
|
|
|
$
|
31,087
|
|
|
$
|
33,603
|
|
Local
|
4,501
|
|
|
5,820
|
|
|
6,133
|
|
|||
Total Europe revenues
|
$
|
33,681
|
|
|
$
|
36,907
|
|
|
$
|
39,736
|
|
North America
|
|
|
|
|
|
||||||
Travel
|
$
|
53,880
|
|
|
$
|
54,248
|
|
|
$
|
56,156
|
|
Local
|
11,444
|
|
|
13,410
|
|
|
17,420
|
|
|||
Total North America revenues
|
$
|
65,324
|
|
|
$
|
67,658
|
|
|
$
|
73,576
|
|
Consolidated
|
|
|
|
|
|
||||||
Travel
|
$
|
90,052
|
|
|
$
|
94,180
|
|
|
$
|
99,114
|
|
Local
|
16,472
|
|
|
20,083
|
|
|
24,847
|
|
|||
Total revenues
|
$
|
106,524
|
|
|
$
|
114,263
|
|
|
$
|
123,961
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
United States
|
$
|
3,893
|
|
|
$
|
4,755
|
|
Rest of the world
|
1,028
|
|
|
1,403
|
|
||
Total long lived assets
|
$
|
4,921
|
|
|
$
|
6,158
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues from Search
|
$
|
2,088
|
|
|
$
|
14,289
|
|
|
$
|
17,755
|
|
Cost of revenues
|
(101
|
)
|
|
(458
|
)
|
|
(676
|
)
|
|||
Gross profit
|
1,987
|
|
|
13,831
|
|
|
17,079
|
|
|||
Total operating expenses
|
(1,817
|
)
|
|
(12,949
|
)
|
|
(13,753
|
)
|
|||
Gain on sale of Fly.com domain name
|
2,890
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations before income taxes
|
3,060
|
|
|
882
|
|
|
3,326
|
|
|||
Income tax expense
|
1,122
|
|
|
258
|
|
|
985
|
|
|||
Income from discontinued operations, net of income taxes
|
$
|
1,938
|
|
|
$
|
624
|
|
|
$
|
2,341
|
|
|
|
Year Ended December 31,
|
|
||
|
|
2015
|
|
||
Revenue
|
|
$
|
10,774
|
|
|
Operating Loss
|
|
$
|
(2,436
|
)
|
|
Net Loss
|
|
$
|
(3,096
|
)
|
|
Other Comprehensive Income
|
|
$
|
305
|
|
|
Basic and diluted earnings per share
|
|
$
|
(0.21
|
)
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
Dec 31,
2017 |
|
Sep 30,
2017 |
|
Jun 30,
2017 |
|
Mar 31,
2017 |
|
Dec 31,
2016 |
|
Sep 30,
2016 |
|
Jun 30,
2016 |
|
Mar 31,
2016 |
||||||||||||||||
Revenues
|
$
|
26,997
|
|
|
$
|
24,687
|
|
|
$
|
26,411
|
|
|
28,429
|
|
|
$
|
26,814
|
|
|
$
|
26,823
|
|
|
$
|
29,798
|
|
|
$
|
30,828
|
|
|
Cost of revenues
|
3,462
|
|
|
3,018
|
|
|
3,222
|
|
|
3,207
|
|
|
3,263
|
|
|
3,270
|
|
|
3,471
|
|
|
3,851
|
|
||||||||
Gross profit
|
23,535
|
|
|
21,669
|
|
|
23,189
|
|
|
25,222
|
|
|
23,551
|
|
|
23,553
|
|
|
26,327
|
|
|
26,977
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
13,746
|
|
|
13,973
|
|
|
14,213
|
|
|
15,356
|
|
|
13,369
|
|
|
14,075
|
|
|
15,455
|
|
|
15,530
|
|
||||||||
Product development
|
2,208
|
|
|
2,315
|
|
|
2,344
|
|
|
2,357
|
|
|
2,077
|
|
|
2,230
|
|
|
2,001
|
|
|
2,788
|
|
||||||||
General and administrative
|
6,502
|
|
|
5,363
|
|
|
5,246
|
|
|
5,447
|
|
|
6,077
|
|
|
5,373
|
|
|
5,434
|
|
|
5,813
|
|
||||||||
Total operating expenses
|
22,456
|
|
|
21,651
|
|
|
21,803
|
|
|
23,160
|
|
|
21,523
|
|
|
21,678
|
|
|
22,890
|
|
|
24,131
|
|
||||||||
Income from continuing operations
|
1,079
|
|
|
18
|
|
|
1,386
|
|
|
2,062
|
|
|
2,028
|
|
|
1,875
|
|
|
3,437
|
|
|
2,846
|
|
||||||||
Other income (loss), net
|
62
|
|
|
86
|
|
|
18
|
|
|
7
|
|
|
(480
|
)
|
|
251
|
|
|
(91
|
)
|
|
133
|
|
||||||||
Income from continuing operations before income taxes
|
1,141
|
|
|
104
|
|
|
1,404
|
|
|
2,069
|
|
|
1,548
|
|
|
2,126
|
|
|
3,346
|
|
|
2,979
|
|
||||||||
Income tax expense
|
466
|
|
|
680
|
|
|
771
|
|
|
1,209
|
|
|
542
|
|
|
748
|
|
|
1,548
|
|
|
1,154
|
|
||||||||
Income (loss) from continuing operations
|
675
|
|
|
(576
|
)
|
|
633
|
|
|
860
|
|
|
1,006
|
|
|
1,378
|
|
|
1,798
|
|
|
1,825
|
|
||||||||
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
54
|
|
|
1,884
|
|
|
(63
|
)
|
|
241
|
|
|
222
|
|
|
224
|
|
||||||||
Net income (loss)
|
$
|
675
|
|
|
$
|
(576
|
)
|
|
$
|
687
|
|
|
$
|
2,744
|
|
|
$
|
943
|
|
|
$
|
1,619
|
|
|
$
|
2,020
|
|
|
$
|
2,049
|
|
Income (loss) per share—basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.10
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.14
|
|
|
—
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
||||||||
Net income (loss) per share—basic
|
$
|
0.05
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.05
|
|
|
$
|
0.21
|
|
|
$
|
0.07
|
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
Income (loss) per share—diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.10
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.14
|
|
|
—
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
||||||||
Net (loss) income per share—diluted
|
$
|
0.05
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.05
|
|
|
$
|
0.21
|
|
|
$
|
0.07
|
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
|
|
Page
|
Report of PricewaterhouseCoopers LLP - Independent Registered Public Accounting Firm
|
|
Report of KPMG LLP - Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
TRAVELZOO
|
||
|
|
|
By:
|
|
/s/ GLEN CEREMONY
|
|
|
Glen Ceremony
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
||
/s/ RALPH BARTEL
|
|
Chairman of the Board of Directors
|
|
March 15, 2018
|
Ralph Bartel
|
|
|
|
|
|
|
|
||
/s/ GLEN CEREMONY
|
|
Chief Financial Officer and Principal
|
|
March 15, 2018
|
Glen Ceremony
|
|
Accounting Officer
|
|
|
|
|
|
||
/s/ RACHEL BARNETT
|
|
Director
|
|
March 15, 2018
|
Rachel Barnett
|
|
|
|
|
|
|
|
||
/s/ CARRIE LIQUN LIU
|
|
Director
|
|
March 15, 2018
|
Carrie Liqun Liu
|
|
|
|
|
|
|
|
||
/s/ MARY REILLY
|
|
Director
|
|
March 15, 2018
|
Mary Reilly
|
|
|
|
|
|
|
|
|
|
/s/ BEATRICE TARKA
|
|
Director
|
|
March 15, 2018
|
Beatrice Tarka
|
|
|
|
|
EXHIBIT INDEX
|
||||||
Exhibit
Number
|
|
|
|
Description
|
||
|
—
|
|
Certificate of Incorporation of Travelzoo (Incorporated by reference to our Pre-Effective Amendment No. 6 to our Registration Statement on Form S-4 (File No. 333-55026), filed February 14, 2002).
|
|||
|
|
|
|
|||
|
—
|
|
Certificate of Incorporation of Travelzoo and Certificates of Amendment To the Certificate of Incorporation to Effect a Reverse Stock Split Followed by a Forward Stock Split Of Travelzoo’s Common Stock. (Incorporated by reference to Exhibit 3.2 on Form 10-K(File No. 000-50171), filed February 12, 2014)
|
|||
|
|
|
||||
|
—
|
|
By-laws of Travelzoo (Incorporated by reference to our Pre-Effective Amendment No. 6 to our Registration Statement on Form S-4 (File No. 333-55026), filed February 14, 2002).
|
|||
|
|
|
||||
|
—
|
|
Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No. 000-50171), filed November 9, 2007)
|
|||
|
|
|
||||
|
—
|
|
Agreement of Lease, effective as of February 1, 2008, between Travelzoo and 590 Madison Avenue, LLC (Incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 000-50171), filed February 7, 2008)
|
|||
|
|
|
||||
|
—
|
|
Asset Purchase Agreement, dated September 30, 2009, by and among Travelzoo, Travelzoo K.K., Azzurro Capital Inc. and a buyer entity to be designated by Azzurro Capital Inc., with Exhibits (Incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 000-50171), filed October 5, 2009)
|
|||
|
|
|
||||
|
—
|
|
Asset Purchase Agreement, dated September 30, 2009, by and among Travelzoo, Travelzoo (Asia Pacific) Limited, Azzurro Capital Inc. and a buyer entity to be designated by Azzurro Capital Inc., with Exhibits (Incorporated by reference to Exhibit 10.2 on Form 8-K (File No. 000-50171), filed October 5, 2009)
|
|||
|
|
|
||||
|
—
|
|
Option Agreement, dated September 30, 2009, between Travelzoo and Azzurro Capital Inc. (Incorporated by reference to Exhibit 10.3 on Form 8-K (File No. 000-50171), filed October 5, 2009)
|
|||
|
|
|
||||
10.6
*
|
|
—
|
|
Nonqualified Stock Option Agreement between Travelzoo and Glen Ceremony dated January 23,2012 (Incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 000-50171), filed March 30, 2012)
|
||
|
|
|
|
|||
10.7
*
|
|
—
|
|
Employment Agreement, dated May 9, 2011 between Glen Ceremony and Travelzoo (Incorporated by reference to Exhibit 10.1on Form 8-K (File No. 000-50171), filed May 20, 2011)
|
||
|
|
|
||||
10.8
*
|
|
—
|
|
Employment Agreement, dated September 28, 2015 between Holger Bartel and Travelzoo (Incorporated by reference to Exhibit 10.23 on Form 8-K (File No. 000-50171), filed October 1, 2015)
|
||
|
|
|
|
10.9
*
|
|
—
|
|
Nonqualified Stock Option Agreement between Travelzoo and Holger Bartel dated September 28, 2015. (Incorporated by reference to Exhibit 10.24 on Form 8-K (File No. 000-50171), filed October 1, 2015)
|
||
|
|
|
|
|
|
|
10.10
*
|
|
—
|
|
Employment Agreement, amendment effective date January 1, 2013, between Glen Ceremony and Travelzoo (Incorporated by reference to
Exhibit 10.17 on Form 10-Q (File No. 000-50171), filed April 25, 2014)
|
||
|
|
|
|
|
|
|
10.11
*
|
|
—
|
|
Employment Agreement, amendments effective dates July 1, 2012 and January 1, 2013, between Richard Singer and Travelzoo (Incorporated by reference to Exhibit 10.19 on Form 10-Q (File No. 000-50171), filed April 25, 2014)
|
||
|
|
|
|
|
|
|
|
—
|
|
Security Purchase Agreement, dated August 20, 2015, by and among Travelzoo (Europe) Limited, and Travelzoo (Asia Pacific) with Exhibits (Incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 000-50171), filed August 26, 2015)
|
|||
|
|
|
|
|
|
|
10.13
*
|
|
—
|
|
Employment Agreement, dated September 30, 2015, between Michael Stitt and Travelzoo (Incorporated by reference to Exhibit 10.24 on Form 10-K (File No. 000-50171), filed March 14, 2016)
|
||
|
|
|
|
|
||
10.14
*
|
|
—
|
|
Employment Agreement, dated January 1, 2016, between Vivian Hong and Travelzoo (Incorporated by reference to Exhibit 10.28 on Form 10-K (File No. 000-50171), filed March 14, 2016)
|
||
|
|
|
|
|
|
|
10.15
*
|
|
—
|
|
Nonqualified Stock Option Agreement between Travelzoo and Mike Stitt dated March 7, 2016. (Incorporated by reference to Exhibit 10.29 on Form 10-K (File No. 000-50171), filed March 14, 2016)
|
||
|
|
|
|
|
|
|
10.16
*
|
|
—
|
|
Nonqualified Stock Option Agreement between Travelzoo and Richard Singer dated March 7, 2016. (Incorporated by reference to Exhibit 10.30 on Form 10-K (File No. 000-50171), filed March 14, 2016)
|
||
|
|
|
|
|
|
|
10.17
*
|
|
—
|
|
|
|
Mutual Separation Agreement between Vivian Hong and Travelzoo dated November 1, 2017. (Incorporated by reference to Exhibit 10.2 on Form 10-Q (File No. 000-50171), filed November 2, 2017)
|
|
|
|
|
|
|
|
10.18
*
|
|
—
|
|
|
|
Nonqualified Stock Option Agreement between Travelzoo and Holger Bartel dated October 30, 2017. (Incorporated by reference to Exhibit 10.3 on Form 8-K (File No. 000-50171), filed November 2, 2017)
|
|
|
|
|
|
|
|
21.1
‡
|
|
—
|
|
Subsidiaries of Travelzoo
|
||
|
|
|
||||
23.1
‡
|
|
—
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
|
||
|
|
|
||||
23.2
‡
|
|
—
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
||
|
|
|
|
|
||
24.1‡
|
|
—
|
|
Power of Attorney (included on signature page)
|
||
|
|
|
|
|
|
|
31.1
‡
|
|
—
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
|
|
31.2
‡
|
|
—
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
|
|
||||
32.1
†
|
|
—
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
|
|
||||
32.2
†
|
|
—
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
||||
101.INS‡
|
|
—
|
|
XBRL Instance Document
|
||
|
|
|
||||
101.SCH‡
|
|
—
|
|
XBRL Taxonomy Extension Schema Document
|
||
|
|
|
||||
101.CAL‡
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
|
|
|
||||
101.DEF‡
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
|
|
|
||||
101.LAB‡
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
|
|
|
||||
101.PRE‡
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year Travelzoo Chart |
1 Month Travelzoo Chart |
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