XML 41 R18.htm IDEA: XBRL DOCUMENT v3.2.0.727
Related Party Transactions
6 Months Ended
Jun. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions
Ralph Bartel, who founded Travelzoo and who is a Director of the Company is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc. As of June 30, 2015, Azzurro is the Company's largest stockholder, holding approximately 49.1% of the Company's outstanding shares. As of June 30, 2015, Azzurro currently held a proxy given to it by Holger Bartel that provides it with a total of 50.4% of the voting power. On July 2, 2015, Azzurro purchased 200,000 shares of the Company’s stock held by Holger Bartel; thereafter, Azzurro directly held approximately 50.4% of the Company’s outstanding shares.
In 2009, the Company sold its Asia Pacific operating segment to Travelzoo (Asia) Limited and Travelzoo Japan K.K., subsidiaries of Azzurro Capital Inc. There is a reciprocal revenue-sharing and hosting agreement among the Azzurro entities operating the Travelzoo business in Asia Pacific and the Company related to cross-selling audiences and hosting and development services by the Company, which were entered into in connection with the sale of Asia Pacific business segment. The fees generated by the Company under these agreements amounted to $38,000 and $190,000 for the three months ended June 30, 2015 and 2014, respectively and $118,000 and $376,000 for the six months ended June 30, 2014 and 2015, respectively. The fees incurred by the Company under these agreements amounted to $8,000 and $17,000 for the three months ended June 30, 2015 and 2014, respectively and $16,000 and $45,000 for the six months ended June 30, 2014 and 2015, respectively. The Company presents the receivables and payables with the Azzurro entities operating the Travelzoo business in Asia Pacific under these agreements on a net basis on the balance sheet as they are subject to a net settlement agreement as of June 30, 2015. The Company's net receivable was $577,000 and $553,000 as of June 30, 2015 and December 31, 2014, respectively, and are included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. This net receivable is covered by a Guarantee Agreement between Travelzoo and Azzuro Capital, which provides assurance it will be collected in full. In addition, as part of the sale of the Asia Pacific operating segment in 2009, the Company obtained an option, which expires in June 2020, to repurchase the Asia Pacific business pursuant to the terms of the option agreement.