7 unchanged sentences
In the year ended December 31, 2023, we generated consolidated net income of $12.5 million, of which $12.4 million income was attributable to Travelzoo.
−Removed: Our profitability was adversely impacted in 2022 and 2021 due to the global COVID pandemic.
We forecast our future expense levels based on our operating plans and our estimates of future revenues.
In the future, depending on various factors, including but not limited to, market conditions, changes in the general economy and the travel industry, we may need to cut expenses to preserve profitability or, alternatively, we may find it necessary to significantly accelerate expenditures to meet increased demand or to maintain brand awareness.
−Removed: We may also expand, upgrade and/or add technology and make investments in existing or new products (including, but not limited to the move to a paid membership model) that may impact our profitability.
+Added: We may also expand, upgrade and/or add technology and make investments in existing or new products that may impact our profitability.
If our revenues grow at a slower rate than we anticipate or decline, or if our spending levels exceed expectations or cannot be adjusted to reflect slower growth, we may not be profitable.
7 unchanged sentences
the magnitude and timing of marketing initiatives, including member acquisition and expansion efforts;
−Removed: the introduction, development, timing, competitive pricing and market acceptance of our products and services (including our move to a paid membership model) and those of our competitors;
+Added: the introduction, development, timing, competitive pricing and market acceptance of our products and services and those of our competitors;
our ability to attract, hire and retain key personnel;
9 unchanged sentences
In December of 2023, we announced that effective January 1, 2024, we would be moving to a paid membership model, with existing Travelzoo members grandfathered in through the end of the year.
−Removed: In March of 2022, we announced the creation of our new Metaverse business and in 2023, we launched Travelzoo META Founding Membership, following a test and learn strategy, with plans for the launch of a subscription membership service that provides members with exclusive access to Metaverse travel experiences to follow.
−Removed: We previously expanded our voucher offering to include fully refundable vouchers and later added a surcharge option where members can pay extra for full refundability.
−Removed: We have historically invested in packaging technology and expansion of our hotel booking platform.
−Removed: We may in the future invest in upgraded technology for our email
−Removed: products or invest in completely new technology or products.
−Removed: Such product modifications and expansions may result in an increase in costs in the near-term and an increase in cost structure in the long-term, which may be in excess of incremental revenue.
+Added: In Q4 2024, we introduced additional member benefits, including but not limited to, Club Offers, early access to the Top 20, airport lounge access for delayed flights and a weekly giveaway.
+Added: In March of 2022, we announced the creation of our new Metaverse business, following a test and learn strategy, with plans for the launch of a subscription membership service that provides members with exclusive access to Metaverse travel experiences to follow.
+Added: The voucher product typically has a 14-day refund policy, but we may in the future alter or update the product, including refund windows, or invest in upgraded technology or new technology or products.
+Added: product modifications and expansions may result in an increase in costs in the near-term and an increase in cost structure in the long-term, which may be in excess of incremental revenue.
If our expanded product offerings are not embraced by our users or our advertising partners, or if we are unsuccessful in our efforts to monetize these initiatives, our business and financial results could be adversely affected.
4 unchanged sentences
This format may require additional investments to maintain and grow the business including the hiring of additional sales personnel and additional spend on customer service, marketing, technology tracking systems and payment processing.
−Removed: Such vouchers had been typically non-refundable or refundable by the Company within 7-14 days of purchase.
−Removed: In March 2020, the Company expanded its voucher products to include fully refundable vouchers, which allowed the consumer to request a refund through the expiration date of the voucher.
−Removed: This shift increased the rate at which our existing customers purchased vouchers.
−Removed: However, as market conditions have continued to shift, we have seen a decline in demand for vouchers again.
−Removed: We therefore pivoted back to 14 day voucher refundability in April 2022, but also added a surcharge option, where members can pay an extra fee for full refundability of the voucher.
+Added: Our vouchers typically have a 14-day refundability period, but as of April 2022, also have a surcharge option, where members can pay an extra fee for full refundability of the voucher.
+Added: However, since before 2021, we have seen a general decline in demand for voucher products.
It is possible in the future that the Company may strategically move away from offering the surcharge or vouchers in general, or the Company may invest further in voucher offerings to expand them from a product perspective.
−Removed: It is also possible that travel restrictions may change again, resulting in consumers being unable to utilize their vouchers in the near-term or at all, meaning we would need to again work with partners to extend travel windows and expiration dates or reinstate full refundability without a surcharge.
While we are continually evolving our strategy, we may not always be successful in doing so and the demand for our vouchers may decline or refund rates may increase and may adversely impact revenues.
7 unchanged sentences
No impairment was identified in connection with the annual impairment test for 2024.
−Removed: For the annual impairment test in 2022, we recorded a $200,000 impairment charge in connection with the indefinite lived intangible assets (JFC Trade name).
The determination of fair value reflects numerous assumptions that are subject to various risks and uncertainties.
9 unchanged sentences
Also, we may scale back our expenditures at any time.
−Removed: Moreover, a search or metasearch engine could alter its search algorithms or display of
−Removed: results, causing a website to place lower in search query results.
+Added: Moreover, a search or metasearch engine could alter its search algorithms or display of results, causing a website to place lower in search query results.
This would adversely affect our business and financial performance, potentially to a material extent.
3 unchanged sentences
Trends in consumer use of mobile devices continue to create challenges.
−Removed: Continued widespread use of mobile devices, smart phones, and tablets, coupled with improved web browsing functionality and development of thousands of useful “apps” available on these devices, has been driving substantial traffic and commerce activity to mobile.
+Added: Continued widespread use of mobile devices, smart phones, and tablets, coupled with improved web browsing functionality and development of thousands of apps available on these devices, has been driving substantial traffic and commerce activity to mobile.
We have experienced a significant shift of both business and traffic to mobile.
31 unchanged sentences
We operate our hotel booking platform and packaging technology as an agency model, whereby we facilitate reservations on behalf of a hotel or other supplier, therefore the payment of hotel occupancy taxes and other taxes should be the responsibility of the applicable hotel or packaging partner, which are typically responsible for remitting applicable taxes to the various tax authorities.
−Removed: Nevertheless, to the extent that any tax authority succeeds in asserting that we have a tax collection responsibility (for hotel bookings, packaging or any other aspects of our business, including Jack’s Flight Club and/or the new paid membership), or we determine that we have one, with respect to future transactions, we may collect any such additional tax
−Removed: obligation from our customers, which would have the effect of increasing the cost to our customers and, consequently, could make our services less competitive and reduce reservation transactions and with respect to past transactions, we could have a liability for tax that we did not collect from our customers.
+Added: Nevertheless, to the extent that any tax authority succeeds in asserting that we have a tax collection responsibility (for hotel bookings, packaging or any other aspects of our business, including Jack’s Flight Club and/or the paid membership), or we determine that we have one, with respect to future transactions, we may collect any such additional tax obligation from our customers, which would have the effect of increasing the cost to our customers and, consequently, could make our services less competitive and reduce reservation transactions and with respect to past transactions, we could have a liability for tax that we did not collect from our customers.
This could have a material adverse effect on our business and results of operations.
29 unchanged sentences
Email offers sent by us, or on our behalf by our affiliates, generate a substantial portion of our revenue.
−Removed: Because of the importance of email and other messaging services, if we are unable to successfully deliver emails or messages, or if members decline to open our emails or messages, or purchase
−Removed: any of our advertised offers, our revenue and profitability could be adversely affected.
+Added: Because of the importance of email and other messaging services, if we are unable to successfully deliver emails or messages, or if members decline to open or opt out of our emails or messages, or purchase any of our advertised offers, our revenue and profitability could be adversely affected.
Laws and regulations regulating the sending of commercial emails, including those enacted in foreign jurisdictions (such as Canada, the U.K.
1 unchanged sentence
Further, actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also materially and adversely impact our business.
−Removed: From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties.
+Added: From time to time, Internet service providers block bulk email transmissions or otherwise
+Added: experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties.
In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages.
9 unchanged sentences
We expect that similar changes to Apple, Google or other browser or mobile platforms could occur, further limiting our ability to optimize performance for consumers.
−Removed: Our reported total number of members may be higher than the number of our actual individual members and may not be representative of the number of persons who are active potential customers.
−Removed: The total number of members we report may be higher than the number of our actual individual members because some members have multiple registrations, other members have died or become incapacitated and others may have registered under fictitious names or with email addresses they no longer use, and different members may have selected different preferences for email communications.
−Removed: Given the challenges inherent in identifying these members, we do not have a reliable system to accurately identify the number of actual individual members, and thus we rely on the number of total members shown on our records as our measure of the size of our member base.
−Removed: In addition, the number of members we report includes the total number of individuals that have completed registration through a specific date, less individuals who have fully unsubscribed.
−Removed: Those numbers of members may include individuals who do not receive our emails because our emails have been blocked or are otherwise undeliverable.
−Removed: As a result, the reported number of members should not be considered as representative of the number of persons who continue to actively consider our deals by reviewing our email offers.
+Added: Our reported reach may be higher than the actual reach and may not be representative of the number of persons who are active potential customers.
+Added: The total reach we report may be higher than the actual reach due to multiple registrations, death/incapacity, fictitious names or email addresses not in use, or different preferences for email communications.
+Added: Given the challenges inherent in identifying these individuals, we do not have a reliable system to accurately identify the true reach, and thus we rely on the reach shown in our records.
+Added: In addition, the reach we report includes the total number of individuals that have completed registration through a specific date, less individuals who have fully unsubscribed.
+Added: Those numbers may include individuals who do not receive our emails because our emails have been blocked or are otherwise undeliverable.
+Added: As a result, the reported number should not be considered as representative of the number of persons who continue to actively consider our deals by reviewing our email offers.
We may not be able to obtain sufficient funds to grow our business and equity or debt financing may be on adverse terms.
4 unchanged sentences
The payable to merchants is generally due upon redemption of the voucher.
−Removed: The expiration dates of vouchers range between January 2024 through December 2025;
−Removed: however, these expiration dates may sometimes be extended on a case-by-case basis and final payment upon expiration may not be due for up to a year after expiration.
−Removed: However, if redemption activities are more accelerated, if our business is not profitable, and if our planned targets for cash flows from operations are not met, we may need to obtain additional financing in the future.
−Removed: We did receive certain subsidies, tax relief or other financial aid from various governmental programs relating to COVID (particularly in the US, Canada, UK and Germany), however, we repaid back any funds received that were required to be repaid.
−Removed: We may have been required to agree to certain restrictions, audit requirements and/or obligations to reimburse support payments in part or in total, which could negatively impact the business.
+Added: The expiration dates of vouchers are through December 2025;
+Added: however, these expiration dates may sometimes be extended on a case-by-case basis and final payment may not be due for up to a year after expiration.
+Added: However, if redemption activities accelerate, if our business is not profitable, and if our planned targets for cash flows from operations are not met, we may need to obtain additional financing in the future.
We may not be able to obtain financing on commercially reasonable terms, or at all, especially due to volatile market conditions.
1 unchanged sentence
If we choose to raise funds through an equity issuance, existing stockholders may experience dilution and holders of the additional equity securities may have rights senior to existing stockholders of our common stock.
−Removed: If we obtain additional financing through debt securities, the terms of these
−Removed: arrangements could require the pledging of assets, could subject the Company to restrictive covenants or large fees, and could limit our flexibility.
+Added: If we obtain additional financing through debt securities, the terms of these arrangements could require the pledging of assets, could subject the Company to restrictive covenants or large fees, and could limit our flexibility.
We may be sensitive to recessions or other macroeconomic circumstances or events affecting the travel industry generally.
1 unchanged sentence
Specifically, our business is primarily dependent on the demand for online advertising from travel and entertainment companies.
−Removed: Events like war, political instability or other conflicts (including the war in Ukraine and the Israel-Hamas war), terrorist attacks, mass shooting incidents, strikes, natural disasters and extreme weather situations, plane crashes, major public health events, such as the COVID pandemic, and logistical challenges such as widespread travel disruptions may have a negative impact on the travel industry and affect travelers’ behavior by limiting their ability or willingness to visit certain locations.
+Added: Events like war, political instability or other conflicts (including the war in Ukraine and the Israel-Hamas war), terrorist attacks, mass shooting incidents, strikes, natural disasters and extreme weather situations (e.g., hurricanes, fires, droughts and floods), plane crashes, major public health events and logistical challenges such as widespread travel disruptions may have a negative impact on the travel industry and affect travelers’ behavior by limiting their ability or willingness to visit certain locations.
In addition, advertisers may choose to limit advertising spend, which can adversely impact our business.
−Removed: Macroeconomic factors and uncertainties such as rising interest rates, persistently high inflation and/or recession fears may have a negative impact on consumer behavior by reducing consumers’ ability or willingness to engage in discretionary spending on travel.
+Added: Macroeconomic factors and uncertainties such as tariffs, rising interest rates, persistently high inflation and/or recession fears
+Added: may have a negative impact on consumer behavior by reducing consumers’ ability or willingness to engage in discretionary spending on travel.
In turn, that could have a negative impact on demand for our services.
−Removed: We are not in a position to evaluate the net effect of these circumstances as many of these events and developments cannot be reliably forecasted.
+Added: We are not in a position to evaluate the net effect of these circumstances as many of these events cannot be reliably forecasted.
In the longer term, our business might be negatively affected by financial pressures on or changes to the travel industry and the economy overall.
8 unchanged sentences
We rely on third parties to provide payment processing services and it could disrupt our business if these companies become unwilling (on favorable terms or otherwise) or unable to provide these services to us.
−Removed: Macroeconomic circumstances over which the Company has no control may result in payment processing services requiring larger deposits, imposing stricter rules or requirements, or deciding to stop working with companies related to the travel industry altogether.
+Added: Macroeconomic circumstances over which we have no control may result in payment processing services requiring larger deposits, imposing stricter rules or requirements, or deciding to stop working with companies related to the travel industry altogether.
If we are unable to pivot to a new payment processor quickly, this could lead to periods of time where we are unable to accept or process payments from our members, impacting our ability to generate revenue.
12 unchanged sentences
There has been an increased focus on ESG practices of companies, including climate change, diversity, equity and inclusion, human capital management, data privacy and security, supply chains (including human rights issues), among other topics, by institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers, employees and other stakeholders.
−Removed: These evolving expectations and our efforts and ability to respond to and manage these issues, provide updates on them, and establish and meet appropriate goals, commitments, and targets present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which may be outside of our control or could have a material adverse impact on our business.
+Added: However, we cannot predict what, when and how the new administration in the U.S.
+Added: may take actions to rollback or otherwise revise existing laws, rules or regulations focused on ESG.
+Added: These evolving expectations and our efforts and ability to respond to and manage these issues, provide updates on them, and establish and meet appropriate goals, commitments, and targets present numerous risks, any of which may be outside of our control or could have a material adverse impact on our business.
Our efforts in this area may result in a significant increase in costs and may not meet expectations, evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, or business partners, or expose us to various types of legal actions.
1 unchanged sentence
Our international operations may result in operating losses and are subject to other material risks.
−Removed: We may continue to invest in marketing as well as additional employees to support our operations (including licensing arrangements) o r develop new products, such as Travelzoo META or the new Travelzoo paid membership, whic h may generate operating losses.
+Added: We may continue to invest in marketing as well as additional employees to support our operations (including licensing arrangements) o r develop new products, such as Travelzoo META or the Travelzoo paid membership, whic h may generate operating losses.
Furthermore, operating losses in certain jurisdictions may not have any recognizable tax benefit.
42 unchanged sentences
To remain competitive, we must continually improve the responsiveness, functionality, and features of our products and services.
−Removed: We may not succeed in developing features, functions, products, or services that travel and entertainment companies and Internet users find attractive, including in unsettled and untested areas like artificial intelligence (AI) and the Metaverse.
+Added: We may not succeed in developing features, functions, products, or services that travel and entertainment companies and Internet users find attractive, including in unsettled and untested areas like generative artificial intelligence (AI) and the Metaverse.
Our current technology may not meet the future technical requirements of travel and entertainment companies.
17 unchanged sentences
These companies have significantly greater financial, technical, marketing and other resources and larger advertiser bases.
−Removed: They may be able to research, develop and deploy new products and technologies (including in the area of AI) faster than us.
+Added: They may be able to research, develop and deploy new products and technologies (including in the area of generative AI) faster than us.
We compete with companies like Groupon that sell vouchers for deals from local businesses such as spas, hotels and restaurants and tour operators for vacation packages.
27 unchanged sentences
Our agreements with some third-party service providers are terminable upon short notice and often do not provide recourse for service interruptions.
−Removed: The implementation of new information technology, payment, enterprise resource planning, or other systems (including AI) could be disruptive and/or costly or we may experience difficulty successfully integrating new systems into existing systems or migrating to new systems from existing systems, any of which could adversely affect our business and results of operations.
+Added: The implementation of new information technology, payment, enterprise resource planning, or other systems (including generative AI) could be disruptive and/or costly or we may experience difficulty successfully integrating new systems into existing systems or migrating to new systems from existing systems, any of which could adversely affect our business and results of operations.
Any failure to implement or adapt to new technologies in a timely manner or at all could adversely affect our ability to compete, increase our costs or otherwise adversely affect our business, brand, market share, and results of operations.
33 unchanged sentences
Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent across jurisdictions, further increasing the costs of compliance and doing business.
−Removed: For example, the Company and Jack’s Flight Club employ employees and engage contractors in various countries and therefore could be subject to misclassification or tax claims related to such arrangements or increased costs to ensure continued compliance as both companies grow and add to their workforce.
−Removed: Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make the Company’s services less attractive, delay the introduction of new products, or cause the Company to change or limit its business practices or incur more costs to comply or defend itself.
+Added: For example, Travelzoo and Jack’s Flight Club employ employees and engage contractors in various countries and therefore could be subject to misclassification or tax claims related to such arrangements or increased costs to ensure continued compliance as both companies grow and add to their workforce.
+Added: In addition, the U.S.
+Added: Federal Trade Commission and certain states (including California and Minnesota) have introduced or are considering laws aimed at eliminating or regulating "junk fees" that require us to include all mandatory, non-governmental fees and charges in the prices we display, even though these are set by our partners.
+Added: The costs of compliance, which may arise in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make the Company’s services less attractive, delay the introduction of new products, or cause the Company to change or limit its business practices or incur more costs to comply or defend itself.
We have implemented policies and procedures designed to ensure compliance, but there can be no assurance that our employees, contractors, partners, or agents will not violate such laws and regulations or the Company’s policies and procedures.
+Added: In particular, we cannot predict what, when and how the new administration in the U.S.
+Added: may take actions to rollback or otherwise revise existing laws or regulations, or the ultimate impact such changes may have on our results of operations.
The CARD Act and similar state and foreign laws may harm our Local Deals and Getaways business.
Vouchers may be considered gift cards, gift certificates, stored value cards or prepaid cards (“gift cards”) and therefore governed by, among other laws, the Credit Card Act of 2009 (the “CARD Act”), and state laws governing gift cards.
−Removed: Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive
−Removed: regulates the business of electronic money institutions.
+Added: Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive regulates the business of electronic money institutions.
Many of these laws contain provisions governing the use of gift cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.
31 unchanged sentences
Outside parties may attempt to fraudulently induce disclosure of sensitive information in order to gain access to our secure networks or to take over customer accounts.
−Removed: A party that is able to circumvent our security systems could steal proprietary or other sensitive information.
+Added: A party that is able to
+Added: circumvent our security systems could steal proprietary or other sensitive information.
A security breach at any third-party supplier could result in negative publicity and exposure.
While we strive to use commercially acceptable means to protect personal data, no method of transmission over the Internet, or method of electronic storage, is 100% secure.
−Removed: Cyberattacks are increasing in frequency and sophistication and are
+Added: Cyberattacks are increasing in frequency and sophistication and are evolving.
Consequently, we may be unable to anticipate these attacks or to implement adequate preventative measures.
3 unchanged sentences
We could also be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business.
−Removed: There are a number of proposals for enactment or modification of data privacy laws pending or proposed in other jurisdictions (including various states across the United States), including laws and regulations which dictate whether, how and under what circumstances we can transfer, process, or receive certain data that is critical to our operations and consent-related requirements for email marketing.
+Added: There are a number of proposals for enactment or modification of data privacy laws pending or proposed in other jurisdictions (including various states across the U.S.), including laws and regulations which dictate whether, how and under what circumstances we can transfer, process, or receive certain data that is critical to our operations and consent-related requirements for email marketing.
While we do not “sell” personal data and/or do not engage in “behavioral advertising”, as each are defined under the various laws and regulations in different jurisdictions, it is possible that these definitions may change and/or that regulators may not agree with our interpretations.
1 unchanged sentence
To the extent that regulatory authorities impose fines on the Company or require changes to the Company's business practices, the Company’s business and results of operations could be materially and adversely affected.
−Removed: Claims have been asserted against us relating to shares not issued in our 2002 merger.
−Removed: In 2002, Travelzoo.com Corporation (“Netsurfers”) was merged into Travelzoo.
−Removed: Under and subject to the terms of the merger agreement, holders of promotional shares of Netsurfers who established that they had satisfied certain prerequisites were allowed a period of 2 years following the effective date of the merger to receive one share of Travelzoo in exchange for each share of common stock of Netsurfers.
−Removed: In 2004, certain promotional shares remained unexchanged.
−Removed: As the right to exchange these promotional shares expired, no additional shares were reserved for issuance.
−Removed: Thereafter, the Company began to offer a voluntary cash program for those who established that they had satisfied certain prerequisites for Netsurfers promotional shares.
−Removed: Beginning in 2010, the Company became subject to unclaimed property audits of various states in the U.S.
−Removed: Although the Company settled the claims with all states, the Company still receives inquiries from certain potential Netsurfers promotional stockholders that had not provided their state of residence to the Company.
−Removed: Therefore, the Company is continuing its voluntary program under which it makes cash payments to individuals related to the promotional shares for individuals whose residence was unknown by the Company and who establish that they satisfy the original conditions required and who failed to submit requests to convert their shares into shares of Travelzoo within the required time period.
−Removed: The Company did not make any material payments under this program in 2023 and 2022.
−Removed: The total cost of this voluntary program is not reliably estimable because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price.
Certain laws and regulations could be expanded to include Travelzoo products or services, including vouchers.
13 unchanged sentences
The SEC approved amendments in 2018 that raised the cap for status as a “smaller reporting company” .
−Removed: Travelzoo qualified as a smaller reporting company since 2020, meaning it is not subject to the SOX 404(b) requirement of having an auditor attestation report on internal control over financial reporting.
−Removed: However, we may be obligated to evaluate our internal control over financial reporting if we were no longer a s maller reporting company and if we identify areas of internal control that may need improvement or require remediation efforts.
−Removed: For the year ended December 31, 2022, management identified a material weakness in our internal control over financial reporting related to having sufficient resources for the accounting for certain non-routine, non-recurring, unusual or complex transactions within our financial statement closing and reporting process.
−Removed: Specifically, the Company did not have internal financial staff with sufficient specific expertise to ensure complete and timely financial reporting and disclosures related to technical and complex accounting transactions.
−Removed: In case of any future non-routine, non-recurring, unusual and complex transactions, we have decided to take the following planned measures:
−Removed: Engage sufficient outside subject matter experts and specialists to ensure the complete and timely accounting and financial reporting for certain non-routine, unusual or complex transactions and technical matters, where appropriate.
−Removed: In some cases, multiple experts may be required.
−Removed: Maintain adequate internal qualified personnel to properly supervise and review the information provided by outside experts.
−Removed: We cannot assure you that these planned measures will be sufficient to avoid potential future material weaknesses.
−Removed: We are unable to predict the time when we will again have a non-routine, non-recurring, unusual and complex transactio n.
−Removed: This material weakness continued to exist as of December 31, 2023.
+Added: Travelzoo has qualified as a smaller reporting company since 2020, meaning it is not subject to the SOX 404(b) requirement of having an a uditor attestation report on internal control over financial reporting.
+Added: However, we may be obligated to do so if we were no longer a smaller reporting company.
+Added: We are unable to predict if we may have future ineffective controls and procedures, if we
+Added: will be able to effectively and efficiently remediate any such deficiencies and whether these deficiencies or the corresponding remediation efforts could result in a negative impact to our business.
We may be unable to protect our registered trademark or other proprietary intellectual property rights and may face liability from intellectual property litigation.
28 unchanged sentences
The Company does not prohibit these arrangements but does have strict policies against trading with material non-public information.
−Removed: Our stock price
−Removed: may be volatile given that operating results may vary from the expectations of securities analysts and investors, which are beyond our control.
+Added: Our stock price may be volatile given that operating results may vary from the expectations of securities analysts and investors, which are beyond our control.
In the event that our operating results fall below expectations, the trading price of our common shares may decline significantly.
8 unchanged sentences
The Company already has in place applicable corporate governance processes and procedures necessary for a controlled company to ensure independence (e.g., board of directors with majority independent directors, committees comprised solely of independent directors, etc.).
−Removed: Holger Bartel, the Company’s Global Chief Executive Officer, is Ralph Bartel’s brother and holds approximately 3.8% of the Company’s outstanding shares.
+Added: Holger Bartel, the Company’s Global Chief Executive Officer, is Ralph Bartel’s brother and holds less than 1% of t he Company’s outstanding shares.
It is possible that the interests of Azzurro may conflict with those of the Company or its other stockholders in the future.
−Removed: As a result of Azzurro’s ownership interests and voting power, they could be in a position to influence significant corporate actions.
+Added: As a result of Azzurro’s
+Added: ownership interests and voting power, they could be in a position to influence significant corporate actions.
Our other stockholders will therefore have limited influence and control on matters requiring stockholder approval and this significant ownership position could discourage others from initiating any potential merger or takeover that may otherwise be beneficial to Travelzoo stockholders.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.