Business Context and Reporting Period
This Form 8-K is a current report filed by Travelzoo on April 16, 2019, regarding events that occurred on April 15, 2019. The filing addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of Previous Auditor: On April 15, 2019, the Board of Directors dismissed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm.
- Engagement of New Auditor: On April 15, 2019, the Board approved the appointment of RSM US LLP (RSM) as the new independent registered public accounting firm, effective immediately upon PwC's dismissal.
- Audit History: PwC's reports for the fiscal years ended December 31, 2018, and December 31, 2017, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- Disagreements: The company reported no "disagreements" or "reportable events" with PwC during the two most recent fiscal years or the interim period through April 15, 2019.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business operations. The primary risk disclosed is the transition of the external audit function. The company confirmed that no consultations were held with RSM regarding accounting principles or financial statement disclosures prior to the engagement.
Investor Verification Checklist
- Verify the effective date of the new auditor (RSM US LLP) and the completion of their client acceptance process.
- Review the attached letter from PwC (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Monitor future filings for any restatements or changes in accounting policies resulting from the auditor transition.
- Confirm that the change in auditors was not triggered by undisclosed disagreements or reportable events.