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
|
¨
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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; and
|
•
|
offline advertising does not allow for detailed performance tracking;
|
•
|
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., Canada, France, Germany, Spain, and the U.K. listing thousands of outstanding sales and specials from more than 2,000 travel, entertainment and local businesses
|
|
24/7
|
|
10.8 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
|
|
22.3 million subscribers
|
|
Mass “push” advertising vehicle to quickly stimulate incremental travel and entertainment purchases
|
|
Weekly access to 20 outstanding, handpicked deals chosen from among thousands
|
|
|
|
|
|
|
|
||||
Newsflash
|
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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
|
|
21.3 million subscribers
|
|
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
|
|
Over 175 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 300 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
|
|
2.4 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.
|
|
|
|
|
|
|
|
|
|
|
|
SuperSearch
|
|
Travel search tool using a proprietary algorithm to recommend sites and enable one-click searching
|
|
On-demand
|
|
4.1 million monthly searches
|
|
Drives qualified traffic directly to advertiser site on a pay-per-click basis
|
|
Saves time and money by recommending the sites most likely to have great rates for a specific itinerary
|
|
|
|
|
|
|
|
||||
Fly.com
|
|
Travel search engine that enables users to find and compare the best flight, hotel and rental car options from multiple sources
|
|
On-demand
|
|
3.3 million monthly searches
|
|
Provides advertisers a low cost distribution channel and retention of the user engagement on the advertiser's website
|
|
Free access to real-time price comparisons from airlines and online travel agencies
|
*
|
For
Travelzoo
websites, reach information is based on data from Google Analytics. For
Top 20, Newsflash, Local Deals
and
Getaway, Travelzoo Network, SuperSearch,
and
Fly.com
, reach/usage information is based on internal Travelzoo statistics as of
December 31, 2013
.
|
•
|
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 26 million travel shoppers.
|
•
|
Global Reach.
We offer access to Internet users across the U.S., Canada, France, Germany, Spain, and the U.K.
|
•
|
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 subscribers submit their zip code to Travelzoo when they join Travelzoo. As a result, we are able to send
Local Deals
to subscribers 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.
|
•
|
Search Tools.
We provide consumers with the ability to search for specific offers.
|
•
|
Building a travel and leisure 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 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 New Zealand
|
Interstate Hotels & Resort
|
Atlantis, Paradise Island, Bahamas
|
Jet Luxury Resorts
|
Apple Vacations
|
Key Tours International
|
British Airways
|
Liberty Travel
|
CheapTickets
|
Lufthansa
|
Cirque du Soleil
|
Marriott Hotels
|
Delta Air Lines
|
Orbitz Worldwide
|
Expedia
|
Royal Caribbean
|
Fairmont Hotels and Resorts
|
Spirit Airlines
|
Fareportal
|
Starwood Hotels & Resorts Worldwide
|
Harrah's Entertainment
|
Travelocity
|
Hawaiian Airlines
|
United Airlines
|
Hilton Hotels
|
Virgin America
|
Hotwire
|
Virgin Atlantic
|
InterContinental Hotels Group
|
Windstar Cruises
|
•
|
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 subscribers 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;
|
•
|
payments which we may make to previous stockholders of Travelzoo.com Corporation who failed to submit requests for shares in Travelzoo Inc. within the required time period, or escheat claims related to shares not issued in the Company’s merger with Travelzoo.com Corporation; and
|
•
|
volatility of our operating results in new markets.
|
•
|
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;
|
•
|
currency exchange rate fluctuations;
|
•
|
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 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.
|
•
|
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
|
2013:
|
|
|
Fourth Quarter
|
$27.16
|
$20.28
|
Third Quarter
|
$32.68
|
$26.52
|
Second Quarter
|
$29.40
|
$21.15
|
First Quarter
|
$23.88
|
$18.77
|
2012:
|
|
|
Fourth Quarter
|
$23.95
|
$16.74
|
Third Quarter
|
$24.25
|
$19.55
|
Second Quarter
|
$27.46
|
$21.06
|
First Quarter
|
$30.85
|
$23.00
|
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, 2013 - October 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
November 1, 2013 - November 30, 2013
|
133,000
|
|
|
$
|
20.94
|
|
|
133,000
|
|
|
267,000
|
|
December 1, 2013 - December 31, 2013
|
238,000
|
|
|
$
|
20.90
|
|
|
238,000
|
|
|
29,000
|
|
|
|
|
|
|
|
|
|
|||||
|
371,000
|
|
|
|
|
371,000
|
|
|
|
|||
|
|
|
|
|
|
|
|
(1)
|
In July 2012, the Company announced a stock repurchase program authorizing the repurchase of up to
1,000,000
shares of the Company’s outstanding common stock. As of
December 31, 2012
, 600,000 shares were repurchased and therefore there were 400,000 shares remaining to be repurchased under this program. As of
December 31, 2013
, 971,000 shares were repurchased and therefore there were 29,000 shares remaining to be repurchased under this program.
|
Measurement Point
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
||||||
Travelzoo Inc.
|
$
|
100
|
|
$
|
221.04
|
|
$
|
744.24
|
|
$
|
442.09
|
|
$
|
341.55
|
|
$
|
383.45
|
|
NASDAQ Market Index
|
$
|
100
|
|
$
|
143.89
|
|
$
|
168.22
|
|
$
|
165.19
|
|
$
|
191.47
|
|
$
|
264.84
|
|
S&P 500 Publishing
|
$
|
100
|
|
$
|
56.61
|
|
$
|
60.46
|
|
$
|
67.24
|
|
$
|
84.35
|
|
$
|
135.77
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
158,234
|
|
|
$
|
151,168
|
|
|
$
|
148,342
|
|
|
$
|
112,784
|
|
|
$
|
93,973
|
|
Income from continuing operations
|
2,278
|
|
|
25,489
|
|
|
15,022
|
|
|
23,512
|
|
|
13,708
|
|
|||||
Income (loss) from continuing operations, net of taxes
|
(5,011
|
)
|
|
18,198
|
|
|
3,319
|
|
|
13,157
|
|
|
6,418
|
|
|||||
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
|||||
Net income (loss)
|
(5,011
|
)
|
|
18,198
|
|
|
3,319
|
|
|
13,157
|
|
|
5,185
|
|
|||||
Basic net income (loss) per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.33
|
)
|
|
$
|
1.15
|
|
|
$
|
0.20
|
|
|
$
|
0.80
|
|
|
$
|
0.39
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
Net income (loss) per share
|
$
|
(0.33
|
)
|
|
$
|
1.15
|
|
|
$
|
0.20
|
|
|
$
|
0.80
|
|
|
$
|
0.32
|
|
Diluted net income (loss) per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.33
|
)
|
|
$
|
1.14
|
|
|
$
|
0.20
|
|
|
$
|
0.80
|
|
|
$
|
0.39
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
Net income (loss) per share
|
$
|
(0.33
|
)
|
|
$
|
1.14
|
|
|
$
|
0.20
|
|
|
$
|
0.80
|
|
|
$
|
0.32
|
|
Shares used in per share calculation — basic
|
15,269
|
|
|
15,866
|
|
|
16,315
|
|
|
16,444
|
|
|
16,408
|
|
|||||
Shares used in per share calculation — diluted
|
15,269
|
|
|
15,901
|
|
|
16,414
|
|
|
16,453
|
|
|
16,416
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
66,223
|
|
|
$
|
61,169
|
|
|
$
|
38,744
|
|
|
$
|
41,184
|
|
|
$
|
19,776
|
|
Working capital
|
$
|
30,912
|
|
|
$
|
42,654
|
|
|
$
|
28,411
|
|
|
$
|
39,563
|
|
|
$
|
27,250
|
|
Total assets
|
$
|
114,802
|
|
|
$
|
97,833
|
|
|
$
|
68,348
|
|
|
$
|
66,002
|
|
|
$
|
46,132
|
|
Stockholders' equity
|
$
|
31,335
|
|
|
$
|
43,339
|
|
|
$
|
34,759
|
|
|
$
|
45,889
|
|
|
$
|
30,771
|
|
|
Year Ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
|
|||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of revenues
|
11.0
|
|
|
10.4
|
|
|
9.0
|
|
|
Gross profit
|
89.0
|
|
|
89.6
|
|
|
91.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Sales and marketing
|
47.4
|
|
|
45.1
|
|
|
44.1
|
|
|
General and administrative
|
26.3
|
|
|
25.6
|
|
|
23.3
|
|
|
Unexchanged promotional shares
|
13.9
|
|
|
2.0
|
|
|
13.5
|
|
|
Total operating expenses
|
87.6
|
|
|
72.7
|
|
|
80.9
|
|
|
Income from operations
|
1.4
|
|
|
16.9
|
|
|
10.1
|
|
|
Other income
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
Income before income taxes
|
1.7
|
|
|
17.1
|
|
|
10.3
|
|
|
Income taxes
|
4.9
|
|
|
5.0
|
|
|
8.1
|
|
|
Net income (loss)
|
(3.2
|
)%
|
|
12.1
|
%
|
|
2.2
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
North America
|
|
|
|
|
|
||||||
Total Subscribers
|
16,506,000
|
|
|
16,087,000
|
|
|
15,660,000
|
|
|||
Average cost per acquisition of a new subscriber
|
$
|
1.41
|
|
|
$
|
1.23
|
|
|
$
|
1.15
|
|
Revenue per employee (2)
|
$
|
398
|
|
|
$
|
445
|
|
|
$
|
510
|
|
Revenue per subscriber (3)
|
$
|
6.96
|
|
|
$
|
6.95
|
|
|
$
|
7.61
|
|
Europe
|
|
|
|
|
|
||||||
Total Subscribers
|
6,768,000
|
|
|
6,371,000
|
|
|
5,806,000
|
|
|||
Average cost per acquisition of a new subscriber
|
$
|
2.19
|
|
|
$
|
2.54
|
|
|
$
|
2.86
|
|
Revenue per employee (2)
|
$
|
299
|
|
|
$
|
291
|
|
|
$
|
322
|
|
Revenue per subscriber (3)
|
$
|
7.26
|
|
|
$
|
7.30
|
|
|
$
|
8.62
|
|
Consolidated
|
|
|
|
|
|
||||||
Total Subscribers (1)
|
23,274,000
|
|
|
22,458,000
|
|
|
21,466,000
|
|
|||
Average cost per acquisition of a new subscriber
|
$
|
1.66
|
|
|
$
|
1.70
|
|
|
$
|
1.76
|
|
Revenue per employee (2)
|
$
|
363
|
|
|
$
|
388
|
|
|
$
|
441
|
|
Revenue per subscriber (3)
|
$
|
7.05
|
|
|
$
|
7.04
|
|
|
$
|
7.85
|
|
(1)
|
In Asia Pacific, the
Travelzoo
business is operated by Travelzoo (Asia) Limited and Travelzoo Japan K.K. under a license agreement with Travelzoo Inc. and is not owned by the Company. The total subscriber amounts exclude Asia Pacific subscribers of 3,600,000, 3,600,000 and 3,100,000 for the
years ended December 31, 2013, 2012 and 2011
, respectively.
|
(2)
|
Annual revenue divided by number of employees at the end of the year.
|
(3)
|
Annual revenue divided by number of subscribers at the beginning of the year.
|
|
Year Ended December 31,
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
North America
|
|
|
|
|
|
|
||||||
Travel
|
$
|
63,812
|
|
|
$
|
56,636
|
|
|
$
|
57,795
|
|
|
Search
|
20,704
|
|
|
23,101
|
|
|
23,980
|
|
|
|||
Local
|
27,439
|
|
|
29,050
|
|
|
26,774
|
|
|
|||
Total North America revenues
|
$
|
111,955
|
|
|
$
|
108,787
|
|
|
$
|
108,549
|
|
|
Europe
|
|
|
|
|
|
|
||||||
Travel
|
$
|
34,635
|
|
|
$
|
29,844
|
|
|
$
|
27,434
|
|
|
Search
|
3,264
|
|
|
4,149
|
|
|
5,089
|
|
|
|||
Local
|
8,380
|
|
|
8,388
|
|
|
7,270
|
|
|
|||
Total Europe revenues
|
$
|
46,279
|
|
|
$
|
42,381
|
|
|
$
|
39,793
|
|
|
Consolidated
|
|
|
|
|
|
|
||||||
Travel
|
$
|
98,447
|
|
|
$
|
86,480
|
|
|
$
|
85,229
|
|
|
Search
|
23,968
|
|
|
27,250
|
|
|
29,069
|
|
|
|||
Local
|
35,819
|
|
|
37,438
|
|
|
34,044
|
|
|
|||
Total revenues
|
$
|
158,234
|
|
|
$
|
151,168
|
|
|
$
|
148,342
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
111,955
|
|
|
$
|
108,787
|
|
|
$
|
108,549
|
|
Income from operations
|
$
|
16,567
|
|
|
$
|
21,481
|
|
|
$
|
30,110
|
|
Income from operations as a % of revenues
|
15
|
%
|
|
20
|
%
|
|
28
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
46,279
|
|
|
$
|
42,381
|
|
|
$
|
39,793
|
|
Income from operations
|
$
|
7,710
|
|
|
$
|
7,008
|
|
|
$
|
4,912
|
|
Income from operations as a % of revenues
|
17
|
%
|
|
17
|
%
|
|
12
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
( In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
16,852
|
|
|
$
|
36,700
|
|
|
$
|
15,631
|
|
Net cash used in investing activities
|
(3,675
|
)
|
|
(3,693
|
)
|
|
(2,460
|
)
|
|||
Net cash used in financing activities
|
(8,452
|
)
|
|
(11,510
|
)
|
|
(14,815
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
329
|
|
|
928
|
|
|
(796
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
5,054
|
|
|
$
|
22,425
|
|
|
$
|
(2,440
|
)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
5,650
|
|
|
$
|
4,781
|
|
|
$
|
4,139
|
|
|
$
|
3,658
|
|
|
$
|
3,146
|
|
|
$
|
11,842
|
|
|
$
|
33,216
|
|
Purchase obligations
|
1,332
|
|
|
370
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,719
|
|
|||||||
Total commitments
|
$
|
6,982
|
|
|
$
|
5,151
|
|
|
$
|
4,156
|
|
|
$
|
3,658
|
|
|
$
|
3,146
|
|
|
$
|
11,842
|
|
|
$
|
34,935
|
|
•
|
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 and, if applicable, the click-throughs have been delivered and the voucher sale has been completed.
|
•
|
Fixed or determinable fee.
We consider the fee to be fixed or determinable if the fee is not subject to refund or adjustment and payment terms are standard.
|
•
|
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 Independent Registered Public Accounting Firm
|
46
|
|
Consolidated Balance Sheets
|
47
|
|
Consolidated Statements of Operations
|
48
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
49
|
|
Consolidated Statements of Stockholders’ Equity
|
50
|
|
Consolidated Statements of Cash Flows
|
51
|
|
Notes to Consolidated Financial Statements
|
52
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
66,223
|
|
|
$
|
61,169
|
|
Accounts receivable, less allowance for doubtful accounts of $428 and $498 as of December 31, 2013 and 2012, respectively
|
13,986
|
|
|
13,626
|
|
||
Income tax receivable
|
2,656
|
|
|
6,682
|
|
||
Deposits
|
396
|
|
|
389
|
|
||
Prepaid expenses and other current assets
|
3,202
|
|
|
2,260
|
|
||
Deferred tax assets
|
1,143
|
|
|
2,194
|
|
||
Restricted cash
|
200
|
|
|
—
|
|
||
Funds held for reverse/forward stock split
|
13,668
|
|
|
—
|
|
||
Total current assets
|
101,474
|
|
|
86,320
|
|
||
Deposits, less current portion
|
1,168
|
|
|
1,107
|
|
||
Deferred tax assets, less current portion
|
2,032
|
|
|
1,710
|
|
||
Restricted cash
|
1,479
|
|
|
3,396
|
|
||
Property and equipment, net
|
8,245
|
|
|
4,314
|
|
||
Intangible assets, net
|
404
|
|
|
986
|
|
||
Total assets
|
$
|
114,802
|
|
|
$
|
97,833
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
31,766
|
|
|
$
|
28,695
|
|
Accrued expenses
|
10,543
|
|
|
8,993
|
|
||
Deferred revenue
|
1,578
|
|
|
2,698
|
|
||
Deferred rent
|
281
|
|
|
280
|
|
||
Reserve for unexchanged promotional shares
|
12,726
|
|
|
3,000
|
|
||
Payable to shareholders for reverse/forward stock split
|
13,668
|
|
|
—
|
|
||
Total current liabilities
|
70,562
|
|
|
43,666
|
|
||
Long-term tax liabilities
|
10,436
|
|
|
10,030
|
|
||
Deferred rent, less current portion
|
2,469
|
|
|
798
|
|
||
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; 15,801 shares issued and 14,991 shares outstanding as of December 31, 2013 and 15,801 shares issued and 15,362 shares outstanding as of December 31, 2012)
|
163
|
|
|
163
|
|
||
Treasury stock (at cost, 810 shares and 439 shares at December 31, 2013 and 2012, respectively)
|
(15,662
|
)
|
|
(7,898
|
)
|
||
Additional paid-in capital
|
10,247
|
|
|
8,863
|
|
||
Retained earnings
|
37,117
|
|
|
42,948
|
|
||
Accumulated other comprehensive loss
|
(530
|
)
|
|
(737
|
)
|
||
Total stockholders’ equity
|
31,335
|
|
|
43,339
|
|
||
Total liabilities and stockholders’ equity
|
$
|
114,802
|
|
|
$
|
97,833
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
158,234
|
|
|
$
|
151,168
|
|
|
$
|
148,342
|
|
Cost of revenues
|
17,402
|
|
|
15,745
|
|
|
13,283
|
|
|||
Gross profit
|
140,832
|
|
|
135,423
|
|
|
135,059
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
74,870
|
|
|
68,242
|
|
|
65,490
|
|
|||
General and administrative
|
41,684
|
|
|
38,692
|
|
|
34,547
|
|
|||
Unexchanged promotional shares
|
22,000
|
|
|
3,000
|
|
|
20,000
|
|
|||
Total operating expenses
|
138,554
|
|
|
109,934
|
|
|
120,037
|
|
|||
Income from operations
|
2,278
|
|
|
25,489
|
|
|
15,022
|
|
|||
Other income
|
429
|
|
|
309
|
|
|
302
|
|
|||
Income before income taxes
|
2,707
|
|
|
25,798
|
|
|
15,324
|
|
|||
Income taxes
|
7,718
|
|
|
7,600
|
|
|
12,005
|
|
|||
Net income (loss)
|
$
|
(5,011
|
)
|
|
$
|
18,198
|
|
|
$
|
3,319
|
|
Basic net income (loss) per share
|
$
|
(0.33
|
)
|
|
$
|
1.15
|
|
|
$
|
0.20
|
|
Diluted net income (loss) per share
|
$
|
(0.33
|
)
|
|
$
|
1.14
|
|
|
$
|
0.20
|
|
Shares used in computing basic net income (loss) per share
|
15,269
|
|
|
15,866
|
|
|
16,315
|
|
|||
Shares used in computing diluted net income (loss) per share
|
15,269
|
|
|
15,901
|
|
|
16,414
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
$
|
(5,011
|
)
|
|
$
|
18,198
|
|
|
$
|
3,319
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
207
|
|
|
685
|
|
|
(384
|
)
|
|||
Total comprehensive income (loss)
|
$
|
(4,804
|
)
|
|
$
|
18,883
|
|
|
$
|
2,935
|
|
|
Common Stock
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity |
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balances, December 31, 2010
|
16,444
|
|
|
$
|
164
|
|
|
—
|
|
|
$
|
6,598
|
|
|
$
|
40,165
|
|
|
$
|
(1,038
|
)
|
|
$
|
45,889
|
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
||||||
Proceeds from exercise of stock options
|
18
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
Repurchase of common stock
|
(500
|
)
|
|
—
|
|
|
(15,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,123
|
)
|
||||||
Tax benefit from stock option exercise
|
—
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
—
|
|
|
268
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
(384
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,319
|
|
|
—
|
|
|
3,319
|
|
||||||
Balances, December 31, 2011
|
15,962
|
|
|
164
|
|
|
(15,123
|
)
|
|
7,656
|
|
|
43,484
|
|
|
(1,422
|
)
|
|
34,759
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,207
|
|
|
—
|
|
|
—
|
|
|
1,207
|
|
||||||
Retirement of treasury stock
|
(161
|
)
|
|
(1
|
)
|
|
18,735
|
|
|
|
|
(18,734
|
)
|
|
|
|
—
|
|
||||||||
Repurchase of common stock
|
(439
|
)
|
|
—
|
|
|
(11,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,510
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
685
|
|
|
685
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,198
|
|
|
—
|
|
|
18,198
|
|
||||||
Balances, December 31, 2012
|
15,362
|
|
|
163
|
|
|
(7,898
|
)
|
|
8,863
|
|
|
42,948
|
|
|
(737
|
)
|
|
43,339
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,384
|
|
|
—
|
|
|
—
|
|
|
1,384
|
|
||||||
Repurchase of common stock
|
(371
|
)
|
|
—
|
|
|
(7,764
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,764
|
)
|
||||||
Shares fractionalized from reverse/forward stock split, including transaction costs
|
(643
|
)
|
|
(6
|
)
|
|
(14,017
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,023
|
)
|
||||||
Proceeds from sale of shares fractionalized from reverse/forward stock split, including transaction costs
|
643
|
|
|
6
|
|
|
14,017
|
|
|
|
|
(820
|
)
|
|
|
|
13,203
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|
207
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,011
|
)
|
|
—
|
|
|
(5,011
|
)
|
||||||
Balances, December 31, 2013
|
14,991
|
|
|
$
|
163
|
|
|
$
|
(15,662
|
)
|
|
$
|
10,247
|
|
|
$
|
37,117
|
|
|
$
|
(530
|
)
|
|
$
|
31,335
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(5,011
|
)
|
|
$
|
18,198
|
|
|
$
|
3,319
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,980
|
|
|
2,539
|
|
|
2,725
|
|
|||
Deferred income tax
|
706
|
|
|
(2,178
|
)
|
|
(337
|
)
|
|||
Stock-based compensation
|
1,384
|
|
|
1,207
|
|
|
750
|
|
|||
Provision for losses on accounts receivable
|
(29
|
)
|
|
162
|
|
|
52
|
|
|||
Tax benefit of stock option exercise
|
—
|
|
|
—
|
|
|
(268
|
)
|
|||
Net foreign currency effect
|
33
|
|
|
(4
|
)
|
|
81
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(173
|
)
|
|
(285
|
)
|
|
(146
|
)
|
|||
Deposits
|
(50
|
)
|
|
(406
|
)
|
|
(667
|
)
|
|||
Income tax receivable
|
4,042
|
|
|
5,171
|
|
|
(3,093
|
)
|
|||
Prepaid expenses and other current assets
|
(1,058
|
)
|
|
15
|
|
|
(635
|
)
|
|||
Accounts payable
|
2,826
|
|
|
6,475
|
|
|
12,125
|
|
|||
Accrued expenses
|
1,515
|
|
|
2,568
|
|
|
256
|
|
|||
Deferred revenue
|
(1,121
|
)
|
|
513
|
|
|
853
|
|
|||
Deferred rent
|
682
|
|
|
45
|
|
|
209
|
|
|||
Income tax payable
|
(6
|
)
|
|
(285
|
)
|
|
(369
|
)
|
|||
Reserve for unexchanged promotional shares
|
9,726
|
|
|
3,000
|
|
|
—
|
|
|||
Other non-current liabilities
|
406
|
|
|
(35
|
)
|
|
776
|
|
|||
Net cash provided by operating activities
|
16,852
|
|
|
36,700
|
|
|
15,631
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(5,461
|
)
|
|
(2,744
|
)
|
|
(2,460
|
)
|
|||
Purchases of intangible asset
|
—
|
|
|
(677
|
)
|
|
—
|
|
|||
Release (increase) of restricted cash
|
1,786
|
|
|
(272
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(3,675
|
)
|
|
(3,693
|
)
|
|
(2,460
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchase of common stock
|
(7,764
|
)
|
|
(11,510
|
)
|
|
(15,123
|
)
|
|||
Reverse/forward stock split, including transaction costs
|
(688
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
40
|
|
|||
Tax benefit of stock option exercise
|
—
|
|
|
—
|
|
|
268
|
|
|||
Net cash used in financing activities
|
(8,452
|
)
|
|
(11,510
|
)
|
|
(14,815
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
329
|
|
|
928
|
|
|
(796
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
5,054
|
|
|
22,425
|
|
|
(2,440
|
)
|
|||
Cash and cash equivalents at beginning of year
|
61,169
|
|
|
38,744
|
|
|
41,184
|
|
|||
Cash and cash equivalents at end of year
|
$
|
66,223
|
|
|
$
|
61,169
|
|
|
$
|
38,744
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds received
|
$
|
2,609
|
|
|
$
|
4,937
|
|
|
$
|
15,025
|
|
Funds held by transfer agent for settlement of reverse/forward stock split
|
$
|
13,558
|
|
|
—
|
|
|
—
|
|
||
Payable to shareholders for reverse/forward stock split
|
$
|
13,668
|
|
|
—
|
|
|
—
|
|
||
Leasehold improvements funded by landlord
|
$
|
705
|
|
|
—
|
|
|
—
|
|
•
|
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 and, if applicable, the click-throughs have been delivered or the voucher sale has been completed .
|
•
|
Fixed or determinable fee.
The Company considers the fee to be fixed or determinable if the fee is not subject to refund or adjustment and payment terms are standard.
|
•
|
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. Collection is deemed reasonably assured for our voucher sales to consumers as these transactions require the use of credit cards subject to authorization.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Basic net income (loss) per share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(5,011
|
)
|
|
$
|
18,198
|
|
|
$
|
3,319
|
|
Weighted average common shares
|
15,269
|
|
|
15,866
|
|
|
16,315
|
|
|||
Basic net income (loss) per share
|
$
|
(0.33
|
)
|
|
$
|
1.15
|
|
|
$
|
0.20
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(5,011
|
)
|
|
$
|
18,198
|
|
|
$
|
3,319
|
|
Weighted average common shares
|
15,269
|
|
|
15,866
|
|
|
16,315
|
|
|||
Effect of dilutive securities: stock options
|
—
|
|
|
35
|
|
|
99
|
|
|||
Diluted weighted average common shares
|
15,269
|
|
|
15,901
|
|
|
16,414
|
|
|||
Diluted net income (loss) per share
|
$
|
(0.33
|
)
|
|
$
|
1.14
|
|
|
$
|
0.20
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Balance at December 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
733
|
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
733
|
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance at December 31, 2012:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
13,866
|
|
|
$
|
13,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
13,866
|
|
|
$
|
13,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Prepaid expenses
|
$
|
2,172
|
|
|
$
|
1,741
|
|
Other current assets
|
1,030
|
|
|
519
|
|
||
Total prepaid expenses and other current assets
|
$
|
3,202
|
|
|
$
|
2,260
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Computer hardware and software
|
$
|
3,543
|
|
|
$
|
3,294
|
|
Office equipment and office furniture
|
8,923
|
|
|
6,732
|
|
||
Capitalized internal-use software and website development
|
2,484
|
|
|
1,319
|
|
||
Leasehold improvements
|
4,300
|
|
|
1,841
|
|
||
|
19,250
|
|
|
13,186
|
|
||
Less accumulated depreciation and amortization
|
(11,005
|
)
|
|
(8,872
|
)
|
||
Total
|
$
|
8,245
|
|
|
$
|
4,314
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Internet domain names and technology
|
$
|
2,813
|
|
|
$
|
2,805
|
|
Accumulated amortization
|
(2,409
|
)
|
|
(1,819
|
)
|
||
Total
|
$
|
404
|
|
|
$
|
986
|
|
2014
|
$
|
235
|
|
2015
|
$
|
169
|
|
Total
|
$
|
404
|
|
|
Allowance
for doubtful
accounts
|
|
Reserve for
subscriber
refunds
|
||||
Balance at January 1, 2011
|
$
|
386
|
|
|
$
|
70
|
|
Additions — charged to costs and expenses, or contra revenue, net
|
173
|
|
|
2,234
|
|
||
Deductions — recoveries of amounts previously charged-off
|
(123
|
)
|
|
—
|
|
||
Deductions — write-offs
|
(36
|
)
|
|
(1,411
|
)
|
||
Balance at December 31, 2011
|
400
|
|
|
893
|
|
||
Additions — charged to costs and expenses, or contra revenue, net
|
304
|
|
|
2,275
|
|
||
Deductions — recoveries of amounts previously charged-off
|
—
|
|
|
—
|
|
||
Deductions — write-offs
|
(206
|
)
|
|
(2,178
|
)
|
||
Balance at December 31, 2012
|
498
|
|
|
990
|
|
||
Additions — charged to costs and expenses, or contra revenue, net
|
77
|
|
|
818
|
|
||
Deductions — recoveries of amounts previously charged-off
|
(21
|
)
|
|
—
|
|
||
Deductions — write-offs
|
(126
|
)
|
|
(1,052
|
)
|
||
Balance at December 31, 2013
|
$
|
428
|
|
|
$
|
756
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accrued advertising expense
|
$
|
2,859
|
|
|
$
|
2,059
|
|
Accrued compensation expense
|
4,718
|
|
|
3,879
|
|
||
Accrued payments to merchants
|
98
|
|
|
101
|
|
||
Other accrued expenses
|
2,112
|
|
|
1,964
|
|
||
Reserve for subscriber refunds
|
756
|
|
|
990
|
|
||
Total accrued expenses
|
$
|
10,543
|
|
|
$
|
8,993
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Minimum rental payments
|
$
|
5,650
|
|
|
$
|
4,781
|
|
|
$
|
4,139
|
|
|
$
|
3,658
|
|
|
$
|
3,146
|
|
|
$
|
11,842
|
|
|
$
|
33,216
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
U.S.
|
$
|
(6,964
|
)
|
|
$
|
16,682
|
|
|
$
|
7,252
|
|
Foreign
|
9,671
|
|
|
9,116
|
|
|
8,072
|
|
|||
|
$
|
2,707
|
|
|
$
|
25,798
|
|
|
$
|
15,324
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
||||||
Federal
|
$
|
5,504
|
|
|
$
|
21
|
|
|
$
|
5,525
|
|
State
|
1,023
|
|
|
(30
|
)
|
|
993
|
|
|||
Foreign
|
517
|
|
|
683
|
|
|
1,200
|
|
|||
|
$
|
7,044
|
|
|
$
|
674
|
|
|
$
|
7,718
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
||||||
Federal
|
$
|
7,692
|
|
|
$
|
(640
|
)
|
|
$
|
7,052
|
|
State
|
952
|
|
|
(204
|
)
|
|
748
|
|
|||
Foreign
|
610
|
|
|
(810
|
)
|
|
(200
|
)
|
|||
|
$
|
9,254
|
|
|
$
|
(1,654
|
)
|
|
$
|
7,600
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
||||||
Federal
|
$
|
10,820
|
|
|
$
|
(357
|
)
|
|
$
|
10,463
|
|
State
|
591
|
|
|
1
|
|
|
592
|
|
|||
Foreign
|
950
|
|
|
—
|
|
|
950
|
|
|||
|
$
|
12,361
|
|
|
$
|
(356
|
)
|
|
$
|
12,005
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Federal tax at statutory rates
|
$
|
947
|
|
|
$
|
9,029
|
|
|
$
|
5,363
|
|
State taxes, net of federal income tax benefit
|
694
|
|
|
489
|
|
|
385
|
|
|||
Foreign losses not benefited
|
—
|
|
|
—
|
|
|
—
|
|
|||
Change of valuation allowance
|
(1,131
|
)
|
|
(2,453
|
)
|
|
(1,235
|
)
|
|||
Unexchanged promotional shares
|
7,700
|
|
|
1,050
|
|
|
7,000
|
|
|||
Non-deductible expenses and other
|
(492
|
)
|
|
(515
|
)
|
|
492
|
|
|||
Total income tax expense
|
$
|
7,718
|
|
|
$
|
7,600
|
|
|
$
|
12,005
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Foreign net operating loss carryforwards
|
$
|
76
|
|
|
$
|
1,936
|
|
State income taxes
|
415
|
|
|
565
|
|
||
Accruals and allowances
|
1,141
|
|
|
697
|
|
||
Stock based compensation
|
1,618
|
|
|
1,094
|
|
||
Capital loss
|
1,713
|
|
|
1,754
|
|
||
Deferred revenue
|
411
|
|
|
790
|
|
||
Deferred rent
|
54
|
|
|
302
|
|
||
Property, equipment and intangible assets
|
(145
|
)
|
|
7
|
|
||
Total deferred tax assets
|
5,283
|
|
|
7,145
|
|
||
Valuation allowance
|
(1,713
|
)
|
|
(2,886
|
)
|
||
Total deferred tax assets net of valuation allowance
|
3,570
|
|
|
4,259
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
U.S. tax on undistributed earnings
|
(395
|
)
|
|
(355
|
)
|
||
Property, equipment and intangible assets
|
—
|
|
|
—
|
|
||
Total deferred tax liabilities
|
(395
|
)
|
|
(355
|
)
|
||
Net deferred tax assets
|
$
|
3,175
|
|
|
$
|
3,904
|
|
|
|
||
Unrecognized tax benefits balance at January 1, 2011
|
$
|
1,366
|
|
Increase related to prior year tax positions
|
510
|
|
|
Decrease related to prior year tax positions
|
—
|
|
|
Increase related to current year tax positions
|
—
|
|
|
Settlements
|
(42
|
)
|
|
Lapse of statute of limitations
|
—
|
|
|
Unrecognized tax benefits balance at December 31, 2011
|
1,834
|
|
|
Increase related to prior year tax positions
|
47
|
|
|
Decrease related to prior year tax positions
|
(9
|
)
|
|
Increase related to current year tax positions
|
7,851
|
|
|
Settlements
|
(251
|
)
|
|
Lapse of statute of limitations
|
(107
|
)
|
|
Unrecognized tax benefits balance at December 31, 2012
|
9,365
|
|
|
Increase related to prior year tax positions
|
—
|
|
|
Decrease related to prior year tax positions
|
—
|
|
|
Increase related to current year tax positions
|
38
|
|
|
Settlements
|
(58
|
)
|
|
Lapse of statute of limitations
|
—
|
|
|
Unrecognized tax benefits balance at December 31, 2013
|
$
|
9,345
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
(737
|
)
|
|
$
|
(1,422
|
)
|
|
$
|
(1,038
|
)
|
Other comprehensive income due to foreign currency translation
|
207
|
|
|
685
|
|
|
(384
|
)
|
|||
Ending balance
|
$
|
(530
|
)
|
|
$
|
(737
|
)
|
|
$
|
(1,422
|
)
|
|
|
|
|
|
|
||||||
|
2013
|
|
2012
|
|
2009
|
||||||
Weighted-average fair value of options granted per share
|
$
|
18.87
|
|
|
$
|
19.08
|
|
|
$
|
11.56
|
|
Historical volatility
|
70
|
%
|
|
74
|
%
|
|
93
|
%
|
|||
Risk-free interest rate
|
1.70
|
%
|
|
1.11
|
%
|
|
2.56
|
%
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expected life in years
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at January 1, 2011
|
317,725
|
|
|
$
|
14.26
|
|
|
8.44 years
|
|
$
|
8,616
|
|
Exercised
|
(17,725
|
)
|
|
$
|
2.28
|
|
|
|
|
|
||
Outstanding at December 31, 2011
|
300,000
|
|
|
$
|
14.97
|
|
|
7.89 years
|
|
$
|
2,883
|
|
Exercisable and fully vested at December 31, 2011
|
75,000
|
|
|
$
|
14.97
|
|
|
7.89 years
|
|
$
|
721
|
|
Outstanding at January 1, 2012
|
300,000
|
|
|
$
|
14.97
|
|
|
|
|
|
||
Options granted
|
100,000
|
|
|
$
|
28.98
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
400,000
|
|
|
$
|
18.47
|
|
|
7.43 years
|
|
$
|
1,206
|
|
Exercisable and fully vested at December 31, 2012
|
150,000
|
|
|
$
|
14.97
|
|
|
6.89 years
|
|
$
|
603
|
|
Outstanding at January 1, 2013
|
400,000
|
|
|
$
|
18.47
|
|
|
|
|
|
||
Options granted
|
75,000
|
|
|
$
|
29.58
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
475,000
|
|
|
$
|
20.23
|
|
|
6.93 years
|
|
$
|
1,905
|
|
Exercisable and fully vested at December 31, 2013
|
250,000
|
|
|
$
|
16.37
|
|
|
6.10 years
|
|
$
|
1,429
|
|
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
|
|
Weighted-
Average
Exercise
Price
|
|||||||||
$
|
14.97
|
|
|
300,000
|
|
|
5.89 years
|
|
$
|
14.97
|
|
|
225,000
|
|
|
5.89 years
|
|
|
$
|
14.97
|
|
$
|
28.98
|
|
|
100,000
|
|
|
8.07 years
|
|
$
|
28.98
|
|
|
25,000
|
|
|
8.07 years
|
|
|
$
|
28.98
|
|
$
|
29.58
|
|
|
75,000
|
|
|
9.56 years
|
|
$
|
29.58
|
|
|
—
|
|
|
—
|
|
|
$
|
29.58
|
|
Year Ended December 31, 2013
|
North
America
|
|
Europe
|
|
Elimination and Other (a)
|
|
Consolidated
|
||||||||
Revenues from unaffiliated customers
|
$
|
111,955
|
|
|
$
|
46,279
|
|
|
$
|
—
|
|
|
$
|
158,234
|
|
Intersegment revenues
|
814
|
|
|
452
|
|
|
(1,266
|
)
|
|
—
|
|
||||
Total net revenues
|
112,769
|
|
|
46,731
|
|
|
(1,266
|
)
|
|
158,234
|
|
||||
Operating income
|
$
|
16,568
|
|
|
$
|
7,710
|
|
|
$
|
(22,000
|
)
|
|
$
|
2,278
|
|
Year Ended December 31, 2012
|
North
America
|
|
Europe
|
|
Elimination and Other (a)
|
|
Consolidated
|
||||||||
Revenues from unaffiliated customers
|
$
|
108,787
|
|
|
$
|
42,381
|
|
|
$
|
—
|
|
|
$
|
151,168
|
|
Intersegment revenues
|
728
|
|
|
143
|
|
|
(871
|
)
|
|
—
|
|
||||
Total net revenues
|
109,515
|
|
|
42,524
|
|
|
(871
|
)
|
|
151,168
|
|
||||
Operating income
|
$
|
21,481
|
|
|
$
|
7,008
|
|
|
$
|
(3,000
|
)
|
|
$
|
25,489
|
|
Year Ended December 31, 2011
|
North
America
|
|
Europe
|
|
Elimination and Other (a)
|
|
Consolidated
|
||||||||
Revenues from unaffiliated customers
|
$
|
108,549
|
|
|
$
|
39,793
|
|
|
$
|
—
|
|
|
$
|
148,342
|
|
Intersegment revenues
|
466
|
|
|
134
|
|
|
(600
|
)
|
|
—
|
|
||||
Total net revenues
|
109,015
|
|
|
39,927
|
|
|
(600
|
)
|
|
148,342
|
|
||||
Operating income
|
$
|
30,110
|
|
|
$
|
4,912
|
|
|
$
|
(20,000
|
)
|
|
$
|
15,022
|
|
(a)
|
Amount represents a charge related to unexchanged promotional shares of
$22.0 million
,
$3.0 million
and
$20.0 million
for the
years
ended
December 31, 2013
,
2012
and
2011
, respectively.
|
As of December 31, 2013
|
North
America
|
|
Europe
|
|
Elimination
|
|
Consolidated
|
||||||||
Long-lived assets
|
$
|
6,572
|
|
|
$
|
2,077
|
|
|
$
|
—
|
|
|
$
|
8,649
|
|
Total assets
|
$
|
96,278
|
|
|
$
|
49,668
|
|
|
$
|
(31,144
|
)
|
|
$
|
114,802
|
|
As of December 31, 2012
|
North
America
|
|
Europe
|
|
Elimination
|
|
Consolidated
|
||||||||
Long-lived assets
|
$
|
3,389
|
|
|
$
|
1,911
|
|
|
$
|
—
|
|
|
$
|
5,300
|
|
Total assets
|
$
|
92,139
|
|
|
$
|
36,595
|
|
|
$
|
(30,901
|
)
|
|
$
|
97,833
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
North America
|
|
|
|
|
|
||||||
Travel
|
$
|
63,812
|
|
|
$
|
56,636
|
|
|
$
|
57,795
|
|
Search
|
20,704
|
|
|
23,101
|
|
|
23,980
|
|
|||
Local
|
27,439
|
|
|
29,050
|
|
|
26,774
|
|
|||
Total North America revenues
|
$
|
111,955
|
|
|
$
|
108,787
|
|
|
$
|
108,549
|
|
Europe
|
|
|
|
|
|
||||||
Travel
|
$
|
34,635
|
|
|
$
|
29,844
|
|
|
$
|
27,434
|
|
Search
|
3,264
|
|
|
4,149
|
|
|
5,089
|
|
|||
Local
|
8,380
|
|
|
8,388
|
|
|
7,270
|
|
|||
Total Europe revenues
|
$
|
46,279
|
|
|
$
|
42,381
|
|
|
$
|
39,793
|
|
Consolidated
|
|
|
|
|
|
||||||
Travel
|
$
|
98,447
|
|
|
$
|
86,480
|
|
|
$
|
85,229
|
|
Search
|
23,968
|
|
|
27,250
|
|
|
29,069
|
|
|||
Local
|
35,819
|
|
|
37,438
|
|
|
34,044
|
|
|||
Total revenues
|
$
|
158,234
|
|
|
$
|
151,168
|
|
|
$
|
148,342
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
United States
|
$
|
6,557
|
|
|
$
|
3,368
|
|
Rest of the world
|
2,092
|
|
|
1,932
|
|
||
Total long lived assets
|
$
|
8,649
|
|
|
$
|
5,300
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
Dec 31,
2013 |
|
Sep 30,
2013 |
|
Jun 30,
2013 |
|
Mar 31,
2013 |
|
Dec 31,
2012 |
|
Sep 30,
2012 |
|
Jun 30,
2012 |
|
Mar 31,
2012 |
||||||||||||||||
Revenues
|
$
|
37,474
|
|
|
$
|
37,256
|
|
|
$
|
41,327
|
|
|
42,177
|
|
|
$
|
37,028
|
|
|
$
|
35,447
|
|
|
$
|
39,360
|
|
|
$
|
39,333
|
|
|
Cost of revenues
|
4,670
|
|
|
4,322
|
|
|
4,425
|
|
|
3,985
|
|
|
4,072
|
|
|
3,989
|
|
|
3,630
|
|
|
4,054
|
|
||||||||
Gross profit
|
32,804
|
|
|
32,934
|
|
|
36,902
|
|
|
38,192
|
|
|
32,956
|
|
|
31,458
|
|
|
35,730
|
|
|
35,279
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
17,305
|
|
|
18,449
|
|
|
19,457
|
|
|
19,659
|
|
|
18,489
|
|
|
17,427
|
|
|
16,061
|
|
|
16,265
|
|
||||||||
General and administrative
|
11,026
|
|
|
10,510
|
|
|
9,651
|
|
|
10,497
|
|
|
10,109
|
|
|
9,836
|
|
|
9,303
|
|
|
9,444
|
|
||||||||
Unexchanged promotional shares
|
—
|
|
|
22,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
||||||||
Total operating expenses
|
28,331
|
|
|
50,959
|
|
|
29,108
|
|
|
30,156
|
|
|
28,598
|
|
|
27,263
|
|
|
25,364
|
|
|
28,709
|
|
||||||||
Operating income (loss)
|
4,473
|
|
|
(18,025
|
)
|
|
7,794
|
|
|
8,036
|
|
|
4,358
|
|
|
4,195
|
|
|
10,366
|
|
|
6,570
|
|
||||||||
Other income (expense)
|
62
|
|
|
224
|
|
|
112
|
|
|
31
|
|
|
91
|
|
|
135
|
|
|
(16
|
)
|
|
99
|
|
||||||||
Income (loss) from operations before income tax expense
|
4,535
|
|
|
(17,801
|
)
|
|
7,906
|
|
|
8,067
|
|
|
4,449
|
|
|
4,330
|
|
|
10,350
|
|
|
6,669
|
|
||||||||
Income tax expense
|
1,305
|
|
|
1,235
|
|
|
2,706
|
|
|
2,472
|
|
|
692
|
|
|
896
|
|
|
3,090
|
|
|
2,922
|
|
||||||||
Net income (loss)
|
$
|
3,230
|
|
|
$
|
(19,036
|
)
|
|
$
|
5,200
|
|
|
$
|
5,595
|
|
|
$
|
3,757
|
|
|
$
|
3,434
|
|
|
$
|
7,260
|
|
|
$
|
3,747
|
|
Basic net income (loss) per share
|
0.21
|
|
|
(1.24
|
)
|
|
0.34
|
|
|
0.36
|
|
|
0.25
|
|
|
0.22
|
|
|
0.45
|
|
|
0.23
|
|
||||||||
Diluted net income (loss) per share
|
$
|
0.21
|
|
|
$
|
(1.24
|
)
|
|
$
|
0.34
|
|
|
$
|
0.36
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.45
|
|
|
$
|
0.23
|
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
TRAVELZOO INC.
|
||
|
|
|
By:
|
|
/s/ GLEN CEREMONY
|
|
|
Glen Ceremony
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
||
/s/ HOLGER BARTEL
|
|
Chairman of the Board of Directors
|
|
February 12, 2014
|
Holger Bartel
|
|
|
|
|
|
|
|
||
/s/ CHRISTOPHER LOUGHLIN
|
|
Chief Executive Officer
|
|
February 12, 2014
|
Christopher Loughlin
|
|
|
|
|
|
|
|
||
/s/ GLEN CEREMONY
|
|
Chief Financial Officer and Principal
|
|
February 12, 2014
|
Glen Ceremony
|
|
Accounting Officer
|
|
|
|
|
|
||
/s/ RALPH BARTEL
|
|
Director
|
|
February 12, 2014
|
Ralph Bartel
|
|
|
|
|
|
|
|
||
/s/ MICHAEL KARG
|
|
Director
|
|
February 12, 2014
|
Michael Karg
|
|
|
|
|
|
|
|
||
/s/ DONOVAN NEALE-MAY
|
|
Director
|
|
February 12, 2014
|
Donovan Neale-May
|
|
|
|
|
|
|
|
||
/s/ MARY REILLY
|
|
Director
|
|
February 12, 2014
|
Mary Reilly
|
|
|
|
|
10.10*
|
|
—
|
|
Nonqualified Stock Option Agreement between Travelzoo Inc. and Shirley Tafoya dated January 23,2012 (Incorporated by reference to Exhibits 10.1 on Form 8-K (File No. 000-50171), filed March 30, 2012)
|
||
|
|
|
|
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||
10.11*
|
|
—
|
|
Employment Agreement, dated August 4, 2011 between Shirley Tafoya and Travelzoo Inc. (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No. 000-50171), filed November 9, 2010)
|
||
|
|
|
||||
10.12*
|
|
—
|
|
Employment Agreement, dated May 9, 2011 between Glen Ceremony and Travelzoo Inc. Form 8-K (File No. 000-50171), filed May 20, 2011)
|
||
|
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|
||||
10.13*
|
|
—
|
|
Employment Agreement, dated October 1, 2011 between Holger Bartel and Travelzoo Inc. (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No. 000-50171), filed October 28, 2011)
|
||
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|
|
|||
10.14*
|
|
—
|
|
Nonqualified Stock Option Agreement between Travelzoo Inc. and Christopher Loughlin dated July 22, 2013.
|
||
|
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|
||||
21.1‡
|
|
—
|
|
Subsidiaries of Travelzoo Inc.
|
||
|
|
|
||||
23.1‡
|
|
—
|
|
Consent of 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
|
|
(i) The number of shares constituting such series of Preferred Stock and the designation thereof;
(ii) The dividend rate, if any, on the shares of such series of Preferred Stock, whether and the extent to which any such dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payments of any dividends, and the times at which, and the terms and conditions on which, any dividends shall be paid;
(iii) The right, if any, of the holders of shares of such series of Preferred Stock to vote and the manner of voting, except as may otherwise be provided by the GCL;
(iv) The right, if any, of the holders of shares of such series of Preferred Stock to convert the same into, or the right, if any, of the Corporation to exchange the same for, another class or series of stock of the Corporation and the terms and conditions, including any provision for future adjustment in the conversion or exchange rate, under which said shares may be converted or exchanged;
(v) The redemption or purchase price or prices of the shares of such series of Preferred Stock, if any, and the times at which, and the terms and conditions on which, the shares of such series of Preferred Stock may be redeemed or purchased;
(vi) The terms of the sinking fund, if any, to be provided for such series of Preferred Stock, and the terms and amount of such sinking fund;
(vii) The rights of the holders of shares of such series of Preferred Stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of such holders with respect thereto; and
(viii) Any other relative powers, preferences and rights, and any qualifications, limitations or restrictions, of such series of Preferred Stock.
|
|
(i) to adopt, amend or repeal By-laws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal By-laws made by the Board of Directors; and
(ii) from time to time to determine whether and to what extent, at what time and place, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of any stockholder; and no stockholder shall have any right to inspect any account or book or document of the Corporation except as provided by applicable law or the By-laws of the Corporation or as authorized by resolution of the stockholders or Board of Directors of the Corporation.
|
|
|
|
|
|
|
|
|
Subsidiaries
|
Jurisdiction
|
Travelzoo (Canada) Inc.
|
Canada
|
Travelzoo (Europe) Limited
|
United Kingdom
|
Travelzoo Local Inc.
|
Delaware
|
|
|
|
/s/ C
HRISTOPHER
L
OUGHLIN
|
|
Christopher Loughlin
|
|
Chief Executive Officer
|
|
|
|
/s/ GLEN CEREMONY
|
|
Glen Ceremony
|
|
Chief Financial Officer
|
Date:
|
February 12, 2014
|
By:
|
|
/s/ C
HRISTOPHER
L
OUGHLIN
|
|
|
|
|
Christopher Loughlin
|
|
|
|
|
Chief Executive Officer
|
Date:
|
February 12, 2014
|
By:
|
|
/s/ GLEN CEREMONY
|
|
|
|
|
Glen Ceremony
|
|
|
|
|
Chief Financial Officer
|