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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File No. 000-51478

 

 

TRX, INC.

(Exact name of registrant as specified in charter)

 

 

 

Georgia		58-2502748
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2970 Clairmont Road, Suite 300, Atlanta, Georgia		30329
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (404) 929-6100

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which registered
Common Stock, $.01 par value per share		NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer  ¨		Accelerated filer  ¨		Non-accelerated filer  ¨		Smaller reporting company  x
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of June 30, 2009, the aggregate market value of the registrant’s voting stock held by non-affiliates based on the closing price of $0.50 per share was approximately $3.1 million.

The number of shares of the registrant’s common stock outstanding at February 18, 2010 was 18,466,271 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Specifically identified portions of the registrant’s Proxy Statement for the 2010 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

 

 

 

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TRX, INC.

2009 FORM 10-K

TABLE OF CONTENTS

 

Item Number				Page Number
		PART I
ITEM 1.		BUSINESS		1
ITEM 1A.		RISK FACTORS		8
ITEM 1B.		UNRESOLVED STAFF COMMENTS		18
ITEM 2.		PROPERTIES		18
ITEM 3.		LEGAL PROCEEDINGS		18
ITEM 4.		RESERVED		18
		PART II
ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		19
ITEM 6.		SELECTED FINANCIAL DATA		19
ITEM 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		20
ITEM 7A.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		29
ITEM 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		30
ITEM 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		52
ITEM 9A (T).		CONTROLS AND PROCEDURES		52
ITEM 9B.		OTHER INFORMATION		52
		PART III
ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		53
ITEM 11.		EXECUTIVE COMPENSATION		53
ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		53
ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		53
ITEM 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES		53
		PART IV
ITEM 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		54
SIGNATURES				55

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PART I

 

Item 1.

Business

Cautionary Notice Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Securities and Exchange Commission (the “SEC”), all as may be amended from time to time. Statements contained in this annual report that are not historical facts may be forward-looking statements within the meaning of the PSLRA. You can identify forward-looking statements as those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expect,” “anticipate,” “contemplate,” “estimate,” “believe,” “plan,” “project,” “predict,” “potential” or “continue,” or the negative of these, or similar terms.

Any such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. We caution investors that any forward-looking statements we make are not guarantees or indicative of future performance.

In evaluating these forward-looking statements, you should consider the following factors, as well as others set forth in Item 1A under the caption “Risk Factors” and as are detailed from time to time in other reports we file with the SEC, any or all of which may cause our actual results to differ materially from any forward-looking statement:

 

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the loss of current key clients or the inability to obtain new clients;

 

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volatility in the number of transactions we service;

 

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failure or interruptions of our software, hardware or other systems;

 

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industry declines and other competitive pressures; and

 

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our ability to control costs and implement measures designed to enhance operating efficiencies.

Any subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth or referred to above, as well as the risk factors contained in Item 1A of this report. Except as required by law, we disclaim any obligation to update such statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Company Overview

TRX is a travel technology and data services provider, offering more than 20 software-as-a-service utilities for online booking, reservation processing, data intelligence, and process automation. We provide patented savings maximization solutions, extending spend management services to travel buyers all over the world. We complement all of this with a global workforce focused on travel process automation and reengineering. For the foreseeable future, we intend to focus our efforts on the large opportunities within the travel industry. We deliver our technology applications as a service over the Internet to travel agencies, corporations, travel suppliers, government agencies, credit card associations, credit card issuing banks, and third-party administrators. TRX is headquartered in Atlanta, Georgia with operations and associates in North America, Europe, and Asia.

 

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Our data services technologies allow our clients to use information from multiple and disparate sources to gain new visibility, and to make better decisions, faster. We collect data for our clients in any format from anywhere in the world, and then normalize, validate, and translate this data into client-requested formats. The ability to view data from disparate sources in a consistent, useable format on a timely basis is increasingly important to our target market. We believe that the importance of our data reporting services to our target market has increased due to increasingly fractured data sources and will continue to do so.

We generate economies of scale in our reservation processing and online booking applications by combining transactions from numerous clients. Our clients leverage our aggregated transaction volume to shift a portion of their fixed costs to a more flexible, variable structure. Our scale, combined with our focus on process reengineering and automation, helps our clients reduce travel-related costs on an ongoing basis. We believe our scale cannot be achieved internally by our clients and is not currently available from a single travel supplier, agency, or electronic travel distribution system.

We target clients in four areas: travel agencies, travel suppliers, corporations, and credit card issuers. During the year ended December 31, 2009, we served more than 298 clients, an increase of over 6% since the previous year. Our client base includes global leaders in the markets we serve, such as American Airlines, Inc., American Express Travel Related Services Company, Inc. (“American Express”), Citibank, N.A. (“Citibank”), and Expedia, Inc. Growing our client roster is a key objective as we strive to reduce dependency on a handful of clients.

We provide expertise in redesigning business processes and their associated systems and resources. We offer our processing capabilities and process reengineering expertise through a comprehensive service offering of hosted technology applications. We provide each of our technology applications individually or as a comprehensive, integrated end-to-end processing solution. As a result, we can add value and earn compensation at multiple points during the lifecycle of a single data record. Our clients typically pay us on a per-transaction basis. We typically have multi-year contracts with minimum volume commitments based on each client’s scale and expected growth rate.

Corporate Background and History

Prior to January 1997, we conducted our business as a division and subsidiary of BCD Travel, formerly WorldTravel BTI, one of the largest corporate travel agencies in the U.S. In January 1997, our business was transferred into a separate business organization. In 1999, TRX was incorporated as a Georgia corporation, and we acquired a data integration provider. In 1999 and 2000, we established European joint ventures to support travel distribution throughout Europe. In January 2004, we purchased the remaining interests in our European joint ventures. We established operations in Bangalore, India in 2004 to support multiple processing activities and technology development functions. In September 2005, we had our initial public offering and were listed for trading on NASDAQ Stock Market (“NASDAQ”). We closed one acquisition in August 2006 and a second acquisition in January 2007 to augment our data reporting offerings in the corporate market.

In 2004, we made a strategic decision to gradually transition away from providing call center services, and since then have closed or sold our call centers in France, Switzerland, England and the United States. On a selective basis, we may continue to provide these services to clients as part of our offerings. We work closely with selected partners to offer end-to-end solutions, including our reservation processing and data reporting services, along with call center services.

 

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Industry Background

Overview

We are a leading technology provider to the travel industry, which is among the largest industries globally and is undergoing dramatic and rapid change. The processes in these industries are complex and data-intensive. For example, the transaction record associated with a single traveler may include 500 or more distinct data fields for each trip.

The industry is focused on achieving a lower per transaction cost, which is difficult due to the complexities and inefficiencies that exist throughout the travel transaction process (from booking through settlement). We believe that automating the travel transaction process is difficult without substantial scale, access to all processes and technology throughout the travel transaction lifecycle, travel industry knowledge and relationships, and travel process reengineering expertise. In addition, we believe industry participants are challenged to reengineer their own cost structure while remaining focused on their core competencies and daily business objectives.

Current Trends

Financial pressure on travel suppliers, particularly airlines, has driven investment in automation to decrease the distribution and fulfillment costs associated with travel transactions, which in the past few years has resulted in market share gains by supplier websites at the expense of other online distribution channels. In addition, suppliers have been utilizing add-on fees as a means of generating incremental revenues after the primary sale for items such as upgrades, meals, and internet access. Other current industry trends include the following:

 

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Emphasis on policy compliance and rules management. In an effort to lower travel costs, companies often enter into preferred provider contracts with travel suppliers and also establish corporate travel policies that require interpretation and enforcement on a real-time basis. The splintering of distribution, due in large part to the shift to supplier direct bookings, increases the demand for comprehensive data reporting about corporations’ travel expenditures.

 

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Need to improve access to and usefulness of corporate data. Companies are generating data at a more rapid pace from a growing number of internal and external sources, and managers need access to a consolidated view of this information in order to make timely, informed decisions.

Large sellers of travel, such as travel agencies, represent a significant segment of the travel industry and are a key client segment for us. We believe that industries with travel-related components, such as credit card issuers, are a natural extension for our product and service offerings. We expect the need for products and services that address automation and data reporting for the travel industry to increase over time due to the trends outlined above, and for similar trends to be evident in other industries as well.

Our Products and Services

We believe that our utilities facilitate the distribution of travel in a cost-efficient manner and assist our clients in better managing the vast amounts of data generated by travel and travel-related processes. Our clients are able to use our products and services individually or as a comprehensive, integrated end-to-end bundled solution. We develop our products and services as hosted technologies. We believe that by hosting solutions for our clients we can provide lower costs per transaction, scalability of solutions, continuity of business, rapid product development, compliance with and adaptability to business rules, and speed to market.

Our hosted technology suite includes the following solutions:

Data Reporting enables the aggregation, enhancement, extraction, and reporting of transaction data. Our data reporting suite consolidates data records from a variety of sources, including credit card issuers, credit card networks, back office travel systems, hotel suppliers, airlines, and GDSs (global distribution system), and

 

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normalizes those records into a common structure in a single data repository. It also enables enhancement of data records with more detailed transaction data from other sources, increasing the value and utility of the data to our clients. We host the application, warehouse multi-terabytes of client data, deliver information electronically back to clients in any format, and provide Web-based access to our hosted reporting and analysis tool. Clients include American Express, Citibank, UAL Corporation, MasterCard Inc., Carlson Wagonlit Travel, and the United States General Services Administration.

Reservation Processing offers a suite of utilities that processes our clients’ travel data records in a cost efficient manner. Our products enable automated quality control, file finishing, and electronic ticketing, including low fare searches, seat assignments, upgrades, and alternate route and carrier searches. We also handle multiple activities for our clients including exchanges, refunds, waivers and split payments, commission management, fare loading, document distribution, debit memo processing, and back office hosting and settlement. We offer our agency clients software functionality for exception processing and agent workflow management and tracking. We host our Reservation Processing applications for our clients and provide access to them via the Internet. Our Reservation Processing services are used by large travel agencies, corporations and suppliers, including American Airlines, Inc., American Express, Boeing, Expedia, and Travel and Transport, Inc.

Online Booking offers a user-friendly interface for business travelers and/or their travel arrangers to book policy-compliant air, car, and hotel reservations and manage their travel preferences. We host online booking, profiler and agent desktop utilities for our clients and their customers and provide access to these applications via the Internet. We sell these tools to customers primarily through our distributor program that supports corporate travel agencies. Online Booking clients and distributors include Adelman Travel Group, Carlson Wagonlit Travel, BCD Travel, and Travel and Transport, Inc.

See Note 2 to our consolidated financial statements in Item 8 of this Form 10-K for additional information about our products and services.

Our Competitive Strengths

We believe our competitive strengths have enabled us to become a leading independent provider of data reporting, reservation processing and online booking technologies for the global travel industry and will continue to enhance our leadership position and contribute to our growth in the future, both in travel and other industry channels. Those strengths include:

 

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Independent, objective, and unbiased technology provider. We provide an objective and unbiased means to access travel inventory and integrate global data. Our products and services provide quality control, ticketing, exception management and reporting, whether a booking is generated from a GDS, a supplier, or an alternative travel source. We believe that shifting travel industry dynamics, in particular GDS ownership or affiliation with online travel agencies and booking engines, have made our clients reluctant to adopt non-independent third-party processing solutions. Additionally, our independence has allowed us to develop a service offering combining the data associated with corporate credit card transactions from multiple processors, with travel data, such as hotel folio data and travel agency back office data, in order to deliver a comprehensive report to the issuer. We believe our independence provides clients with confidential and unbiased processing capabilities.

 

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Expertise in automation and process reengineering. One of our core competencies is our ability to automate and reengineer complicated travel and travel-related processes. We have multiple, dedicated teams developing products and services that meet the evolving needs of our clients. We continually reengineer our processes and related automation to provide technologically advanced solutions to meet the complex needs of our clients.

 

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Established long-term partnerships. We have long-standing collaborative relationships with many travel industry leaders. Areas of collaboration include technology, operations, and other areas that are integral to our clients’ use of our products and services. By partnering with our clients, we are better

 

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able to understand their existing needs and can tailor our product development to better anticipate future demands. We believe this approach improves the value proposition of our products and services to these clients. Many of our largest clients have a history of contract renewals and business expansion with us. Many of our clients also commit to long-term contracts with us. We believe this is a testimony to our ability to forge strong, lasting relationships with clients to create joint long-term value.

 

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Core travel processing infrastructure. We offer multiple products and services that allow us to address specific client needs across the complete travel transaction lifecycle. We believe that automating the travel transaction process is difficult without substantial scale, access to the processes and technology throughout the travel transaction lifecycle, relationships with industry participants, and the travel reengineering expertise that we possess. Furthermore, we update and refine our products and services on a regular basis, using client and market feedback to develop new improvements. Our ability to offer a flexible end-to-end solution allows us to provide additional products and services to our existing clients on an individual basis or as part of an integrated solution.

Our Growth Strategy

During the past several years, our revenues have declined primarily due to our exit from call center operations in the United States and United Kingdom, pricing pressure in our reservation processing products, as well as a loss of and reduced volume from certain reservation processing and online booking clients. We expect these trends to continue.

In order to counteract these continuing trends, we plan to focus on the following:

 

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Expand the use of our data reporting utilities. We believe both purchasers and sellers of travel and travel-related products and services have an increasing desire to consolidate and enhance disparate data in order to make better business decisions. We intend to broadly offer our existing and new technologies to those companies globally that would benefit from our independence and our expertise in travel combined with our data reporting capabilities. We expect this expansion to eventually include growth in industries beyond travel, such as financial services and health care. For the foreseeable future, we intend to focus our efforts on the large opportunities within the travel industry.

 

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Increase our client base. We believe that our existing and new data reporting technologies enable us to provide valuable services to a very large number of corporations. We began focusing on this large corporate market primarily in the U.S. beginning in 2007, and are continuing to expand both within the U.S. and globally. We believe that increasing the number of users who interact with our technologies will lead to increased adoption of our other utilities.

 

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Grow revenues from traditional travel agencies. A number of large agencies operate on a decentralized basis, using legacy systems that require substantial manual labor. We believe that these companies will increasingly recognize that their decentralized legacy structures put them at a cost disadvantage, and that greater process efficiencies and technology will improve both service levels and margins.

 

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Continue to enhance our technology offerings. We are focused on the early recognition of marketplace changes as well as the process reengineering and automation of travel distribution to design products and services that meet the discrete needs of our client base. We offer these products and services as extensions to our existing product suite and cross-sell them to our clients. We intend to continue to enhance and extend our offerings to allow our clients access to evolving travel technologies.

 

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Pursue strategic relationships. We intend to pursue strategic relationships with leaders in travel and travel-related industries both in the U.S. and abroad. We believe these relationships will increase the number of users who interact with our technologies and will lead to increased adoption rates of our products and services.

 

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Clients and Partners

During 2009, more than 298 corporations, financial institutions, travel agencies, and travel suppliers used our products and services. In 2009, we handled 81.0 million travel processing transactions, up from 9.3 million in 1999, representing a compound annual growth rate of 24% during this time period. Our primary clients and prospects are large corporations, travel suppliers, credit card issuing banks, and medium and large travel agency distributors. Our top five client contracts accounted for approximately 66% of our total revenues in 2009.

The following alphabetical client list represents our largest clients, each of which generated at least $500,000 of our revenue during 2009.

 

American Airlines, Inc.		Expedia, Inc. and its affiliates (1)
American Express		Hogg Robinson plc
BCD Travel and affiliates		MasterCard Incorporated
Carlson Wagonlit Travel		UAL Corporation
Citibank		U.S. General Services Administration

 

(1)	Includes expedia.com, expedia.co.uk, expedia.de, expedia.ca, Egencia Corporate Travel, hotels.com and Hotwire, Inc.

Our clients include the global market leaders in each segment that we serve. We consider our client relationships to be a key strength. We have a history of client renewals and signing long-term contracts with our clients. We believe this is a testimony to our ability to forge strong, lasting relationships with clients to create joint long-term value.

Expedia, Inc. and its affiliates and Citibank represent 42% and 2%, respectively, of our revenues in 2009 compared to 36% and 21%, respectively, of our revenues in 2008. Revenues from Citibank generated in 2009 were significantly less than revenues generated in 2008 because in 2008 we sold a limited perpetual license of certain source code to Citibank in order for Citibank to perform certain services in-house that have previously been hosted by us. We continue to perform maintenance and project services for Citibank. Expedia has been a client since its launch in 1996. In 2006, we replaced our existing contracts with Expedia with a Master Services Agreement (the “Expedia Agreement”). The Expedia Agreement continues through 2010. Based on discussions with Expedia, we expect that licensing and services that generated over half of our 2009 revenues from Expedia will cease at the end of 2010. We expect that 2010 revenues from Expedia will be 10-15% lower than in 2009, and that 2011 revenues from Expedia will be approximately one-third their 2009 level, assuming we agree on renewal terms with Expedia. We can give no assurance that a renewal will occur, nor that we will retain business from Expedia during the renewal term or beyond.

In addition, a number of global airlines have enacted capacity reductions, some permanent and others seasonal, due to continuing weak air travel demand. In general, reduced airline capacity results in lower transaction volumes for us. Based on our expectation of reduced revenues from Expedia and from lower transaction volumes, it is likely that our revenues, operating results and cash flows will be adversely impacted and the impact will be material, unless sufficiently offset by new revenue growth, further cost reductions, or a combination of the two.

Competition

We have different competitors in each category of services that we offer. The data reporting technologies we offer are substantially tied to travel and travel-related processes. We compete against many of the traditional providers in this category. Companies offering such services include IBM, Informatica, SAS, and large travel agencies. As the market for data reporting grows, we believe a number of companies will increase their efforts to develop products and services that will compete with ours. It is also possible that new competitors or alliances among our competitors and potential clients may emerge and rapidly acquire significant market share.

 

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The market for reservation processing for the travel industry continues to evolve as agencies and suppliers make strategic decisions about whether to outsource or insource these data-intensive and costly processes. Currently, the marketplace for reservation processing services for the travel industry is comprised primarily of in-house solutions and operations residing mostly on legacy systems at travel agencies. All of the GDSs provide their own booking solution.

Our competition comes from, or is anticipated to come from, the following sources:

 

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in-house operations of prospective or existing clients;

 

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traditional travel service providers including travel agencies;

 

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operators of reservation systems;

 

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information technology service firms building customized solutions;

 

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enterprise software companies adding travel management functionality to their products; and

 

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other outsourced providers, including providers of customer care products and services.

Intellectual Property

We are constantly developing new technology and enhancing existing proprietary technology. We hold a U.S. patent entitled “Tool for Analyzing Corporate Airline Bids” (Patent #7,401,029 B2), which was issued on July 15, 2008. Our patent has a remaining life of approximately 14.9 years. We also have a small portfolio of pending patent applications which relate to our proprietary technology. Currently, we primarily rely on a combination of patent, copyrights, trade secrets, confidential procedures and contractual provisions to protect our technology. Despite these protections, it may be possible for unauthorized parties to copy, obtain or use certain portions of our proprietary technology. Any misappropriation of our intellectual property could have a material adverse effect on our competitive position.

Government Regulation

The laws and regulations applicable to the travel industry affect us and our clients. We must comply with laws and regulations relating to the sale and fulfillment of travel services. In addition, many of our clients and reservation systems providers are heavily regulated by the U.S. and other governments. Our services are indirectly affected by regulatory and legal uncertainties affecting the businesses of our clients and reservation systems providers.

We are subject to federal regulations prohibiting unfair and deceptive practices. In addition, federal regulations concerning the display and presentation of information currently applicable to airline booking services, as well as other laws and regulations aimed at protecting customers accessing online or other travel services, could be extended to us in the future. In certain states, we are required to register as a seller of travel, comply with certain disclosure requirements and participate in the state’s restitution fund.

We must also comply with laws and regulations applicable to online commerce and businesses in general. There continues to be uncertainty about whether or how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to commercial online services. As laws and regulations are adopted to address these and other issues, it is likely that such new laws or different applications of existing laws will impose additional burdens on companies conducting business online. In turn, such trends could decrease the demand for our products and services or increase our cost of operations.

In addition, government agencies have been contemplating or developing initiatives to enhance national and aviation security. These initiatives may result in conflicting legal requirements with respect to data handling. We may incur legal defense costs and become exposed to potential liabilities as a result of differing views on the

 

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privacy of travel data. Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. It is expected that our business will continue to be affected by privacy and data protection legislation.

Numerous jurisdictions globally have privacy and data protection legislation, including the European Union (“EU”) through its Data Protection Directive (and implementing statutes of this Directive in the EU Member States). This legislation is intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction. Enforcement takes place under the force of national legislation of the EU Member States.

We may be affected by regulations concerning issues such as exports of technology, telecommunications and electronic commerce. Our business may be affected if regulations are adopted or changed in these areas. Any such regulations may vary among jurisdictions. We believe that we are capable of addressing these regulatory issues as they arise.

In addition, we are subject to a broad range of federal, foreign, state, and local laws and regulations relating to the pollution and protection of the environment, health and safety, and labor. Based on continuing internal review and advice from independent consultants, we believe that we are currently in substantial compliance with applicable environmental requirements and health and safety and labor laws. We do not currently anticipate any material adverse effect on our operations, financial condition, or competitive position as a result of our efforts to comply with environmental requirements.

Congress, the U.S. Department of Transportation, and other governmental agencies have under consideration and may consider and adopt new laws, regulations, and policies regarding a variety of matters that could affect our business or operations. We cannot predict what other matters might be considered in the future by Congress, the U.S. Department of Transportation or such other agencies, nor what the impact of this regulation might be on our business.

Employees

As of December 31, 2009, we had approximately 800 employees, of which approximately 250 were located in North America, 150 in Europe and 400 in India. None of our employees are represented by a labor union, although our German operations are subject to German laws requiring, among other requirements, a Works Counsel. We have never experienced a work stoppage and believe our relationship with our employees is good.

Website Access to U.S. Securities and Exchange Commission Reports

Our Internet address is http://www.trx.com. Through our website, we make available, free of charge, access to all reports filed with the U.S. Securities and Exchange Commission including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to these reports, as filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Copies of any materials we file with, or furnish to, the SEC can also be obtained free of charge through the SEC’s website at http://www.sec.gov or at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

Item 1A.

Risk Factors

You should carefully consider the following risk factors, as well as other information contained in or incorporated by reference in this Annual Report on Form 10-K. If any of the possible adverse events described below actually occur, our business, results of operations, or financial condition would likely suffer and the market price of our common stock could decline.

 

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Risks Related to Our Business

A substantial portion of our revenue is generated by our key clients; a significant loss of business with any of these clients would reduce our revenues and our results of operations and financial condition could deteriorate due to lower revenue.

Our top five client contracts accounted for approximately 66% of our total revenues in 2009. Entities affiliated with Expedia, Inc., our largest client, accounted for approximately 42% of our revenue in 2009. Our clients can generally terminate their agreements with us if we do not meet specified performance or other criteria. Some clients, including Expedia.com, can terminate these agreements without cause upon notice and payment of specified fees. If agreements with these or other key clients are terminated, or if we are unable to negotiate favorable renewal terms, our revenues and operating results would be significantly diminished.

Expedia has been a client since its launch in 1996. In 2006, we replaced our existing contracts with Expedia with a Master Services Agreement (the “Expedia Agreement”). The Expedia Agreement continues through 2010. We expect that licensing and services that generated over half of our 2009 revenues from Expedia will cease at the end of 2010. We expect that 2010 revenues from Expedia will be 10-15% lower than in 2009, and that 2011 revenues from Expedia will be approximately one-third their 2009 level, assuming we agree on renewal terms with Expedia. We can give no assurance that a renewal will occur, nor that we will retain business from Expedia during the renewal term or beyond.

In addition, a number of global airlines have enacted capacity reductions, some permanent and others seasonal, due to continuing weak air travel demand. In general, reduced airline capacity results in lower transaction volumes for us. Based on our expectation of reduced revenues from Expedia and from lower transaction volumes, it is likely that our revenues, operating results and cash flows will be adversely impacted and the impact will be material, unless sufficiently offset by new revenue growth, further cost reductions, or a combination of the two. Failure by the airlines to increase capacity or failure of the general macroeconomic climate to improve may materially affect our revenues, operating results and cash flows.

Additionally, many of our large clients prepay us for our services. Consequently, if we were to lose one or more of such prepayment arrangements, our liquidity and working capital would be affected, which could harm our ability to grow.

We experience volatility in the volume of transactions we service; such volatility may negatively impact our ability to provide consistent services and strain our operational capabilities.

We have experienced and expect to continue to experience significant levels of volatility in the volume of travel transactions we service. This volatility is attributable to a number of factors, including travel industry conditions and promotional programs by our clients. Significant or unanticipated increases in transaction volume have strained and may continue to strain our operational capabilities, leading to higher costs and lower quality of service. In addition, we may experience significantly lower transaction volume than expected, which would lead to decreased revenues and underutilization of our resources. Our failure to address unanticipated transaction volume may decrease our profitability and harm our relationships with our clients.

We also experience volatility in the number and scope of project requests for the customization of our products and services. There can be no assurance that we will be able to accurately forecast volatility related to project requests and that we will be able to meet all client project delivery mandates in a manner satisfactory to our clients.

We also have experienced and expect to continue to experience seasonal fluctuations in our business. Business and consumer travel bookings typically decline during the fourth quarter of each calendar year. This seasonality has caused, and will likely continue to cause, quarterly fluctuations in our operating results.

 

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Failures of our software, hardware, and other systems could increase our operating costs, subject us to monetary damages, undermine our clients’ confidence in our reliability, and cause us to lose clients or prevent us from gaining new clients.

Delivering our services requires the successful integration and operation of a network of software, computer hardware, and telecommunications equipment. A failure of any element in this network could partially or completely disrupt our activities, which could materially adversely affect our business, financial condition or results of operations by causing us to lose clients, prevent us from gaining new clients, or result in our owing monetary damages. Third parties provide some of these elements and, accordingly, they are not within our control. In addition, this network is vulnerable to interruption from power failures, telecommunications outages, natural disasters, computer viruses, physical or electronic break-ins, and other network service outages and disruptions. The loss of one or more of our facilities or failures of our software, hardware, and other systems could result in delays, service interruptions, service errors or loss of critical data and, therefore, significantly undermine our clients’ confidence in our reliability and diminish the TRX brand name. We cannot guarantee that our back-up systems or disaster recovery plans will adequately protect against such failures. These failures or other interruptions may be costly to remedy as our business interruption or other insurance may not protect us fully against any losses that may result.

Interruptions in our ability to access third-party computer systems could impair the quality of our service.

We and our clients rely on third-party computer systems, including the computerized reservation systems serving the airline industry, to make and complete travel reservations. We also rely on the compatibility of our proprietary software with these computer systems. Interruptions in our ability to access these systems or the failure of our software to interact with these systems would significantly harm our business and operating results by causing us to lose clients, preventing us from gaining new clients, or resulting in our owing monetary damages.

Failure to meet our clients’ performance expectations and to provide their customers with high quality customer service could cause us to lose clients or prevent us from gaining new clients.

Our clients expect us to maintain high levels of service quality for their businesses. In many cases, specific performance criteria such as service levels, average response time, and timely processing are included in our contracts with clients. Any failure by us to meet specified or otherwise expected performance criteria or to provide the level of service required by our clients could lead to financial penalties, the deterioration of our relationships with our clients, and a loss of credibility in the marketplace. Dissatisfied clients may choose to terminate or not renew their contracts with us or seek services from other sources. This could reduce our revenues and harm our operating results, as well as make it more difficult to attract new clients.

Our strategy of sales through distributors may not be successful.

We currently sell our products and services directly, as well as through a network of distributors, such as American Express, Expedia, Inc. and BCD Travel. In many cases we must rely on the efforts of our partners to sell and implement our products and services. Expected growth may not materialize as quickly as we are anticipating or at all, or distributors may decide to discontinue this relationship with us. Additionally, poor performance by our partners could cause harm to our reputation with the end user corporations and travelers.

Our sales and implementation cycle is lengthy and variable, depends upon factors outside our control, and could cause us to expend significant time and resources prior to earning associated revenues.

The typical sales cycle, whether direct sales or through our distributor network, for our services is lengthy and unpredictable, requires pre-purchase evaluation by a significant number of employees in our clients’ organizations, and often involves a significant operational decision by our clients. Moreover, a purchase decision

 

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by a potential large client typically requires the approval of several senior decision makers. Our sales cycle for our larger clients is generally between six and eighteen months. Additionally, the implementation and testing of our services can take up to one year, and unexpected implementation delays and difficulties can occur. This lengthy and variable sales and implementation cycle may have a negative impact on the timing of our revenues, causing our revenues and operating results to vary significantly from period to period.

We have a history of net losses, and we cannot assure you that we will become profitable.

We incurred net losses in every year of our operations prior to 2008. We incurred a net loss of $44.0 million in 2009 and had an accumulated deficit of $96.8 million. We cannot assure you that we will be able to become profitable or, if we become profitable, will be able to sustain it, on a quarterly or annual basis. Our results of operations will be harmed if our revenues do not increase or are insufficient for us to achieve or sustain profitability.

Failure to manage our growth, or to recruit or retain qualified employees, could reduce our revenues or net income.

Rapid expansion strains our infrastructure, management, internal controls and financial systems. We may not be able to effectively manage our present growth or any future expansion. New clients and the expansion of services from existing clients may cause rapid increases to our transaction volumes. Rapid increases in transaction volumes can inhibit our ability to train and integrate our new employees. Inadequate training and integration of our employees may result in inefficiencies in our workforce and may reduce our revenues or net income.

We are also heavily dependent on our employees to provide the high level of service our clients expect. If we cannot recruit and retain enough qualified and skilled employees, the growth of our business may be limited. Our ability to provide services to clients and grow our business depends, in part, on our ability to attract and retain qualified employees. If our employee turnover rate increases significantly, our recruiting and training costs could rise, and our operating efficiency and productivity could decline. We may not be able to recruit or retain the caliber of employees required to carry out essential functions at the pace necessary to sustain or grow our business.

If we are not successful in adapting to changes in technology made by the major GDSs or integrating our systems with those of alternatives to the major GDSs, we may lose clients and market share.

Most of our transaction processing originates from traditional GDSs and, in general, our current solutions are tightly integrated with the four major GDS providers. Unforeseen changes in technologies, standards or procedures at any of the GDS providers could make it difficult for us to integrate our systems. Also, travel industry deregulation has resulted in the emergence of alternatives to the traditional GDS providers. Moreover, significant volumes of travel transactions from our clients may migrate to these alternatives. If we are not successful in integrating our systems with GDS alternatives as they evolve, we may lose clients and market share.

Our ability to increase our revenues will depend upon introducing new products and services, and if the marketplace does not accept these new products and services, our revenues may not increase or may decline.

To increase our revenues, we must enhance and improve existing products and continue to introduce new products and new versions of existing products that satisfy increasingly sophisticated client requirements and achieve market acceptance. Products and services that we plan to market in the future are in various stages of development or are a result of recent acquisitions, and we are in the process of integrating them into TRX. Significant human and capital investment is often made to develop and launch new products and services and to discontinue old products and services. We cannot assure you that the marketplace will accept our new products and services. If our current or potential clients are not willing to switch to or adopt our new products and services, our ability to increase revenues will be significantly impaired.

 

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We may seek to diversify our revenue streams by serving many different industry segments. If we are not successful in serving industry segments other than the travel and travel-related industries we currently serve, we may not be successful in capturing these potential revenue streams or recapturing expenditures pursuing these diversified revenue streams.

We may seek to adapt our products and services to industries other than the travel and travel-related industries upon which we currently depend. Our ability to increase our revenues will depend on how effectively we are able to modify and enhance our software, technology and networks in the future to address the various needs of different industry segments. If we are unable to accurately anticipate the needs of industry segments other than the travel and travel-related industries we currently serve, if costs associated with serving additional industries are higher than expected, or if we are not successful in marketing our solutions to new industries, we may be unable to profitably grow our revenues.

If we fail to keep up with rapidly changing technologies, our products and services could become less competitive or obsolete.

In our business, technology changes rapidly, and there are continuous improvements and changes in computer hardware, software applications, network operating systems, programming tools, programming languages, operating systems, database technology, and communication protocols. Advances in technology may result in changing client preferences for products and services and delivery formats. If we fail to enhance our current products and develop new products in response to changes in technology, industry standards, or client preferences, our products and services could rapidly become less competitive or obsolete.

We face significant competition in the markets we serve.

We have different competitors in each category of services that we offer. The market for transaction processing for the travel industry is new and continues to evolve as more agencies and suppliers look to outsource these processes. Currently, the marketplace for transaction processing services for the travel industry is comprised primarily of in-house solutions and operations residing mostly on legacy systems at travel agencies. All of the GDSs provide their own booking solutions. Our competition comes from, or is anticipated to come from, the following sources:

 

•

in-house operations of prospective or existing clients;

 

•

traditional travel service providers including travel agencies;

 

•

operators of reservation systems;

 

•

information technology service firms building customized solutions;

 

•

teleservice companies introducing online customer support capabilities;

 

•

enterprise software companies adding travel management functionality to their products; and

 

•

other outsourced providers, including providers of customer care products and services.

Innovations in technology have increased the ability of travel suppliers to distribute their travel products and services directly to businesses and consumers. As travel suppliers focus increasingly on direct distribution, new travel processing services competitors may emerge that offer greater flexibility, accuracy, reliability, speed of service, or price. In addition, as travel agencies, travel specific websites and corporate travel management companies expand their size and financial resources through consolidation, they may combine existing businesses or create new businesses that compete directly with us. Additionally, increased consolidation means that we have fewer new client prospects or could cause us to lose clients.

The data intelligence software and consulting services we offer are substantially tied to travel and travel-related processes. We compete against many of the traditional providers in this category. Companies offering

 

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such services include Ascentiald Software Corporation, which is owned by International Business Machines Corporation, Informatica Corporation, and SAS Institute Inc.

As the market for both data processing and data reporting grows, we believe a number of companies will increase their efforts to develop products and services that will compete with ours. It is also possible that new competitors or alliances among our competitors and potential clients may emerge and rapidly acquire significant market share. Moreover, our current and future competitors may have significantly greater financial, marketing and other resources than we have. If we are unable to effectively respond to market and competitive pressures, we may lose clients and market share, which could decrease our revenues or margins.

We could be required to pay damages due to errors, such as errors made in ticketing or fare loading processes.

We depend in part on manual programming, input of travel policies and restrictions, loading of fares, and other data used in connection with the delivery of our products and services to our clients. Human errors, miscommunication and other factors could lead to errors made in ticketing, fare loading or other processes that result in tickets being issued at incorrect prices or agency commissions being miscalculated. Such errors on our part have led to, and could lead to, claims against us and payments by us for damages.

Our international operations subject us to additional business risks that may reduce our profitability or revenues.

A significant part of our business is conducted outside of the U.S. During 2009, we received approximately 25% of our revenue from Europe-based clients. We incur material costs in the United States, United Kingdom, Germany and India. We plan to continue to pursue opportunities abroad, and approximately half of our workforce is located in Bangalore, India. As a result, our future operating results could be negatively affected by a variety of factors, many of which are beyond our control. The risks and potential costs of our international operations include:

 

•

political and economic instability;

 

•

changes in regulatory requirements and policy and the adoption of laws detrimental to our operations, such as legislation relating to trade protection, and restrictions on pricing and privacy;

 

•

negative impact of currency exchange rate fluctuations;

 

•

potentially adverse tax consequences;

 

•

increased restrictions on the repatriation of funds;

 

•

general economic conditions in international markets;

 

•

labor laws and restrictions;

 

•

staffing key management positions;

 

•

cultural differences;

 

•

negative impact of wage rate increases and other costs subject to inflation;

 

•

competition;

 

•

nationalization; and

 

•

foreign tax and other laws.

These risks may adversely affect our ability to conduct and grow business internationally, which could cause us to increase expenditures and costs, decrease our revenue growth, or both.

 

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Fluctuations in the exchange rate of the U.S. dollar and other foreign currencies could increase our operating expenses and decrease our operating margins.

A portion of our costs and revenues are denominated in non-U.S. currencies, such as the euro, British pound sterling and Indian rupee. As a result, changes in the exchange rates of these currencies or any other applicable currencies to the U.S. dollar will affect our operating expenses and operating margins and could result in exchange losses. As it is not cost effective, we currently do not hedge our exposure to currency fluctuation risks. The impact of future exchange rate fluctuations on our results of operations cannot be accurately predicted.

If we are not able to adequately protect our intellectual property rights, our competitors may be able to duplicate our services.

We rely in part upon our proprietary technology to conduct our business. Our failure to adequately protect our intellectual property rights could harm our business by making it easier for our competitors to duplicate our services. We hold a U.S. patent entitled “Tool for Analyzing Corporate Airline Bids” (Patent #7,401,029 B2), which was issued on July 15, 2008. We also have a small portfolio of pending patent applications which relate to our proprietary technology. Currently, we primarily rely on a combination of copyrights, trade secrets, confidential procedures and contractual provisions to protect our technology. Despite these protections, it may be possible for unauthorized parties to copy, obtain or use certain portions of our proprietary technology. Any misappropriation of our intellectual property could have a material adverse effect on our competitive position.

We cannot be certain that third parties will not infringe or misappropriate our proprietary rights or that third parties will not independently develop similar proprietary information. Any infringement, misappropriation or independent development could harm our future financial results. In addition, effective protection of intellectual property rights may not be available in every country where we provide services. We may, at times, have to incur significant legal costs and spend time defending our intellectual property rights. Any defensive efforts, whether successful or not, would divert both time and resources from the operation and growth of our business.

There is also significant uncertainty regarding the applicability to the Internet of existing laws regarding matters such as property ownership, copyrights and other intellectual property rights. Legislatures adopted the vast majority of these laws prior to the advent of the Internet, and as a result, these laws do not contemplate or address the unique issues of the Internet and related technologies. We cannot be sure what laws and regulations may ultimately affect our business or intellectual property rights.

Others may assert that our technology infringes their intellectual property rights.

We may be subject to infringement claims in the future. The defense of any claims of infringement made against us by third parties could involve significant legal costs and require our management to divert time from our business operations. If we are unsuccessful in defending any claims of infringement, we may be forced to obtain licenses or to pay royalties to continue to use our technology. We may not be able to obtain any necessary licenses on commercially reasonable terms or at all. If we fail to obtain necessary licenses or other rights, or if these licenses are too costly, our operating results may suffer either from reductions in revenues through our inability to serve clients or from increases in costs to license third-party technology.

If any breaches or compromises to the security systems of our databases occur, including theft of our customers’ personal information, our reputation could suffer, our customers may not be willing to use our products and services, and we may have difficulty attracting new customers.

If the security systems of our databases are breached or compromised in any way, our business and operations could be harmed. Our collection and processing of travel transactions and enhancement of data requires us to receive and store personally identifiable data, such as names and addresses, credit card information and transaction history records. Any breaches of the security systems of our databases could result in the theft of

 

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personal confidential information of our customers or other modification of our records. We have had incidents of security breaches which led to the theft of confidential information. If any breaches or compromises to the security systems of our databases were to occur, customers may be deterred from using our products and services, our reputation may be harmed, we may be exposed to liability, and we may incur increased costs relating to any liability.

Our business could be adversely affected by reduced levels of cash, whether from operations or pursuant to the terms of our debt, as well as our ability to refinance our existing debt.

Reduced levels of cash generated from operations as well as our ability to refinance our existing debt could adversely impact our current business and our ability to grow.

Historically, our principal sources of cash have been cash flows from operations and borrowings from banks and other sources. Given the continued weak global economic conditions, operations may continue to generate less cash than in the past. Our current bank credit facility expires in April 2011. We believe that we will be able to secure future renewals with adequate capacity, or to generate additional capital to meet our liquidity needs. However, the credit markets remain volatile, and, as such, can provide no assurances that future renewals of our bank credit facility will be executed at favorable or desirable terms. If we are not successful in achieving the anticipated refinancing the lender is entitled to enforce the guarantee under our credit facility. Management believes its additional sources of liquidity include but are not limited to, generating positive operating cash flows, further reducing our expenses and/or capital expenditures, generating working capital through our clients and/or vendors, refinancing our debt, issuing equity, convertible debt or other securities, or selling assets.

The terms of our senior secured revolving credit facility may limit our ability to grow.

Our senior secured revolving credit facility may restrict our ability to take specific actions, even if such actions may be in our best interest. These restrictions limit our ability to, among other things, make advances to our European operations, make acquisitions, make capital expenditures, incur additional debt and pay dividends. Under the facility, we are subject to maintenance of a maximum consolidated senior leverage ratio (as defined in the facility) of 1.75 to 1 at December 31, 2009. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in our being required to repay any borrowings, which totaled $1.6 million as of December 31, 2009, before their due date. In addition, these covenants and restrictions may limit our future growth opportunities.

The liquidity of our common stock may be adversely affected if our common stock is delisted from the NASDAQ Capital Market.

In September 2009, we were notified by the NASDAQ that we no longer satisfied the continued listing requirements of the NASDAQ Global Market (the “Global Market”) due to not maintaining shareholders’ equity of at least $10 million as required by Marketplace Rule 5450(b)(1)(A), and were notified by NASDAQ that we no longer satisfied the continued listing requirements of the Global Market due to not maintaining a $1.00 per share bid price as required by Marketplace Rule 5550(a)(2). In response, we submitted an application to list our shares on the NASDAQ Capital Market (the “Capital Market”), which NASDAQ approved in October 2009. As the Capital Market has different continued listing requirements with respect to shareholders’ equity, once the transfer was complete, we were no longer out of compliance with the shareholders’ equity continued listing requirement. The $1.00 bid price requirement, however, applies to both the Global Market and the Capital Market. Under Marketplace Rule 5810(c)(3)(A), we have until March 29, 2010 to regain compliance with the $1.00 minimum bid price standard. Compliance will be regained if the bid price of our common stock closes at $1.00 or more for a minimum of ten consecutive trading days during this period. As of the date of this report, we were not compliant with the $1.00 bid price requirement. If we are not in compliance with this listing standard at the end of the applicable compliance period or if we fail one or more of the other listing requirements in the future, our stock may be delisted. While we may appeal the NASDAQ staff’s determination to a listing

 

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qualifications panel, there can be no assurance that we would be successful if we were to appeal. We believe that upon filing this Form 10-K we will receive a notice of non-compliance from NASDAQ regarding failure to satisfy continued listing requirements for listing on the Capital Markets and will delist from the Capital Market shortly thereafter.

When we delist from the Capital Market, our common stock may be traded over-the-counter on the OTC Bulletin Board or in the “pink sheets” if one or more market makers seeks and obtains approval by the Financial Industry Regulatory Authority (FINRA) to continue quoting in our common stock. The over-the-counter market, however, is generally considered to be less efficient than the Capital Market. Many over-the-counter stocks trade less frequently and in smaller volumes than securities traded on the NASDAQ markets, which could have a material adverse effect on the liquidity and value of our common stock.

We may be unsuccessful in pursuing and integrating business combinations and strategic alliances, which could result in increased expenditures or cause us to fail to achieve anticipated cost savings or revenue growth.

In August 2006 and January 2007, we acquired certain assets and assumed of certain liabilities of Travel Analytics, Inc. (“Travel Analytics”) and Hi-Mark, LLC (“Hi-Mark”), respectively. In December 2007, we acquired the assembled workforce and certain property assets used by Siemens to provide services to TRX in India. We regularly evaluate potential business combinations and growth opportunities and may pursue acquisitions of other companies or technologies in the future in order to maintain and grow revenues and increase our market position. We may not be successful in identifying suitable acquisition candidates or may not be able to obtain financing on acceptable terms for such business combinations or strategic alliances.

Even if we are able to complete these types of business transactions, we may face additional risks, including:

 

•

difficulties in integrating or assimilating acquired operations, technology and personnel;

 

•

diversion of management’s attention from other business concerns and market developments;

 

•

loss of key management and technical personnel from acquired businesses;

 

•

impairment of relationships with existing clients, employees and business partners; and

 

•

expenses associated with amortization of acquired intangible assets and other expenses associated with a change in control.

If we are unable to successfully pursue and integrate business combinations and strategic alliances, our financial condition and results of operations may be materially adversely affected due to the increased expenditures or our failure to achieve anticipated cost savings or revenue growth.

Risks Related to Our Industry

We are currently dependent on the travel industry, and declines or disruptions in the travel industry could reduce our revenues.

We rely in large part on the health and growth of the travel industry. Travel is highly sensitive to business and personal discretionary spending levels and tends to decline during general economic downturns. In addition, other adverse trends or events that tend to reduce travel are likely to reduce our revenues. These may include:

 

•

price escalation in the airline industry or other travel-related industries due to increased fuel costs or other factors;

 

•

financial instability of clients;

 

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•

occurrence of travel-related accidents and concerns about passenger convenience and safety;

 

•

airline or other travel-related strikes;

 

•

advances in business technology and communication, such as videoconferencing and online teleconferencing;

 

•

a slowdown in the growth of the adoption of online travel;

 

•

political instability, regional hostilities, terrorism, natural disasters and governmental terror warnings;

 

•

consolidations in the airline industry;

 

•

health-related fears; and

 

•

bad weather.

In addition, our clients may seek reduced prices for our services in response to changing fare and commission structures and other travel industry conditions.

Acts of terrorism, war and/or pandemic or fear of pandemic could have an adverse effect on the travel industry, which in turn could adversely affect our business due to the possible decrease in new travel bookings.

Travel is sensitive to safety, security, and health concerns, and thus declines after occurrences of and fears of future incidents that affect the safety, security and confidence of travelers. For example, the H1N1 flu pandemic during 2009, the start of the war in Iraq in 2003 and the terrorist attacks of September 11, 2001 resulted in the cancellation of a significant number of flights and travel bookings and a decrease in new travel bookings. Future revenues may be reduced by similar and/or other acts of terrorism, war, or pandemic. The effects of these events could include, among other things, a protracted decrease in demand for air travel due to fear, military and governmental responses and a perceived inconvenience in traveling by air and increased costs and reduced operations by airlines due, in part, to new safety and security directives adopted by the Federal Aviation Administration, Transportation Security Administration, Homeland Security or other governmental agencies.

Travel industry and travel-related industry participants may choose not to adopt outsourcing or may otherwise be precluded from adopting outsourcing.

Our business depends in significant part on the continued adoption by travel industry participants of the outsourcing of transaction processing and data reporting services and by travel-related industry participants of the outsourcing of data reporting services as a means to achieve cost savings and enhanced customer service. There is no guarantee that our services will lower the costs of our clients’ businesses or improve customer service. If these cost savings or customer service improvements do not occur, we may not be able to retain clients or attract new clients.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

Our collection and processing of travel transactions and our consolidation, extraction, and enhancement of data requires us to receive and store a large volume of personally identifiable data. This type of data is subject to legislation and regulation in various jurisdictions, including the European Union through the Data Protection Directive, and variations of this directive in legislation enacted by member states of the European Union. Such laws typically protect the privacy of personal data that is collected, processed and transmitted in or from these jurisdictions. Our business, financial condition and results of operations could be adversely affected if the laws and regulations are expanded, implemented or interpreted to require changes to our business practices and methods of data collection.

 

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In the U.S., government agencies continue to discuss and develop initiatives to increase airline security, including the Transportation Security Administration’s Computer-Assisted Passenger Prescreening System and its successors. These government initiatives could change the way we handle data and may result in conflicting legal requirements in the various jurisdictions in which we operate.

As personal and legal issues relating to privacy and data protection become more sensitive, we may become exposed to potential liabilities with respect to the data we collect, manage and process, and may incur legal costs if our or our vendors’ established information security policies and procedures are not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, financial condition, and results of operations due to the costs and negative market reaction to such developments.

Regulatory requirements and regulatory changes may impose burdens on our business.

The laws and regulations applicable to the travel and financial services industries affect us and our clients. We must comply with laws and regulations relating to the sale and fulfillment of travel services and the financial services industry. Our services are indirectly affected by regulatory and legal uncertainties affecting the businesses of our clients and reservation systems providers.

We must also comply with laws and regulations applicable to online commerce and businesses in general. Currently, few laws and regulations directly apply to the Internet and commercial online services. Moreover, there is currently great uncertainty about whether or how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet and commercial online services. As laws and regulations are adopted or interpreted to address these and other issues, it is likely that such new laws or different applications of existing laws will impose additional burdens on companies conducting business online and may decrease the growth of commercial online services. In turn, this could decrease the demand for our products and services or increase our cost of operations.

 

Item 1B.

Unresolved Staff Comments

None.

 

Item 2.

Properties

Our headquarters are located in Atlanta, Georgia and consist of approximately 44,000 square feet of office space held under a lease that expires in October 2019. We lease a total of approximately 165,000 square feet globally. As of December 31, 2009, the locations of our other principal leased facilities include Dallas, Texas, Milton, Florida, Tysons Corner, Virginia, Bangalore, India, Berlin, Germany, Leicester, United Kingdom and Crawley, United Kingdom. These leases expire at various times between 2010 and 2019. We ceased operations in Tysons Corner, Virginia during 2008 and have a sublease for the remainder of the lease which expires in 2011. During 2009, we ceased operations in Leicester, United Kingdom with the lease expiring in 2017.

We believe that our facilities are adequate for our current and near-term needs, and that we will be able to locate additional facilities as needed.

 

Item 3.

Legal Proceedings

We expect to be a party from time to time to certain routine legal proceedings arising in the ordinary course of our business. Although we are not currently involved in any litigation that we expect will have a material adverse effect on our financial condition and results of operations, we cannot accurately predict the outcome of any such proceedings in the future.

 

Item 4.

Reserved

 

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PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the NASDAQ Capital Market under the symbol “TRXI.” See “The liquidity of our common stock may be adversely affected if our common stock is delisted from the NASDAQ Capital Market” in Item 1A “Risk Factors”, included herein. The following table sets forth, for the period indicated, the range of high and low sales prices for our common stock.

 

		High			Low
Year Ended December 31, 2009:
First Quarter		$	0.59		$	0.22
Second Quarter		$	0.60		$	0.25
Third Quarter		$	1.85		$	0.36
Fourth Quarter		$	0.95		$	0.42
Year Ended December 31, 2008:
First Quarter		$	2.40		$	1.00
Second Quarter		$	1.55		$	1.21
Third Quarter		$	1.51		$	0.90
Fourth Quarter		$	1.14		$	0.36

As of December 31, 2009, there were approximately 44 holders of record of our common stock. This number does not include beneficial owners of our common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

We have not paid or declared any cash dividends on our common stock. We currently expect to retain all of our earnings for use in developing our business and do not anticipate paying any cash dividends in the foreseeable future. Future cash dividends, if any, will be paid at the discretion of our board of directors and will depend, among other things, upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and such other factors as our board of directors may deem relevant. We have certain restrictions on the declaration and payment of dividends as defined under the “Restricted Payments” section of our credit agreement with Atlantic Capital Bank.

 

Item 6.

Selected Financial Data

Not Applicable

 

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents the factors that had a material effect on our results of operations during the years ended December 31, 2009 and 2008. Also discussed is our financial position as of December 31, 2009. You should read this discussion in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included elsewhere in this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Cautionary Notice Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

TRX is a travel technology and data services provider, offering more than 20 software-as-a-service utilities for online booking, reservation processing, data intelligence, and process automation. We provide patented savings maximization solutions, extending spend management services to travel buyers all over the world. We complement all of this with a global workforce focused on travel process automation and reengineering. For the foreseeable future, we intend to focus our efforts on the large opportunities within the travel industry. We deliver our technology applications as a service over the Internet to travel agencies, corporations, travel suppliers, government agencies, credit card associations, credit card issuing banks, and third-party administrators. TRX is headquartered in Atlanta, Georgia with operations and associates in North America, Europe, and Asia.

We are focused on transaction-based revenue from data reporting, reservation processing and online booking technologies that provide economies of scale to our clients and to us. These transactions are an integral part of our clients’ daily operations. Transaction levels, and thus revenues, fluctuate with our clients’ business levels, which are impacted by market changes and seasonality. We supplement our transaction-based revenue with short-term projects to implement, customize or enhance our service delivery.

A significant portion of our revenue is derived from long-term contracts with several large clients. Our largest client, Expedia and its affiliates, accounted for 42% and 36% of our total revenues in 2009 and 2008, respectively. Expedia has been a client since its launch in 1996. In 2006, we replaced our existing contracts with Expedia with a Master Services Agreement (the “Expedia Agreement”). The Expedia Agreement continues through 2010. We expect that licensing and services that generated over half of our 2009 revenues from Expedia will cease at the end of 2010. We expect that 2010 revenues from Expedia will be 10-15% lower than in 2009, and that 2011 revenues from Expedia will be approximately one-third their 2009 level, assuming we agree on renewal terms with Expedia. We can give no assurance that a renewal will occur, nor that we will retain business from Expedia during the renewal term or beyond.

In addition, a number of global airlines have enacted capacity reductions, some permanent and others seasonal, due to continuing weak air travel demand. In general, reduced airline capacity results in lower transaction volumes for us. Based on our expectation of reduced revenues from Expedia and from lower transaction volumes, it is likely that our revenues, operating results and cash flows will be adversely impacted and the impact will be material, unless sufficiently offset by new revenue growth, further cost reductions, or a combination of the two.

Our scale and process-reengineering expertise has allowed us to reduce our costs in several areas when measured on a per transaction basis, and we continue to take steps to reduce our cost structure in the normal course of business. Additionally, in September 2008 we announced a cost reduction program specifically designed to align our costs with expectations of reduced 2009 revenues. Reductions made in 2008 and 2009 included personnel, leasehold and other operations-related costs. We have established pricing models that provide volume-based discounts to share scale efficiencies with our clients to ensure long-term, mutually-beneficial relationships. As a result, our average revenue per transaction has generally declined over the last few years. We expect it to continue to decline in the future because of scale efficiencies, as well as trends in the travel processing supply chain that are putting negative pressure on our revenue per transaction.

 

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On July 13, 2007, TRX and Citibank executed an amendment to the Master Services Agreement dated February 1, 2002, as amended. The Amendment extends the scheduled expiration date of the Citibank Master Services Agreement from January 13, 2009 to December 31, 2010. The primary purpose of the Amendment was for TRX to sell a $4.5 million limited perpetual license of certain source code to Citibank in order for Citibank to perform certain services in-house that had previously been hosted by TRX. TRX continues to perform maintenance and project services for Citibank. As a result of the Amendment, recurring revenues from Citibank generated in 2008 were significantly less than revenues generated in 2007 and continued to decline in 2009.

The Amendment also provided that we would continue to provide the hosting services historically provided to Citibank until the sale of the perpetual license occurred. The license sale was completed during the second quarter of 2008 and, as a result, we recognized $4.5 million of revenue, the contractually-stated sales price of the license. In addition to the license sale, Citibank also paid us approximately $1.4 million for certain costs and assets that we had purchased in the past for Citibank’s benefit, which are essential to the functionality of the technology.

The sale of the license, the compensation for the assets referred to above, and the hosting services are all elements of the Amendment. In accordance with the Financial Accounting Standards Board (“FASB”) Standards Codification, as there was no vendor specific objective evidence of the fair value of the perpetual license at the effective date of the Amendment, revenue associated with the hosting services was deferred until April 30, 2008, when the sale of the perpetual license occurred. We recognized revenue for the hosting services of $10.0 million in the second quarter of 2008. All costs associated with the hosting services were expensed as incurred from July 2007 through April 2008.

Effective January 1, 2009, we extended the Amended and Restated Master Agreement by and between TRX Technology and BCD Travel (the “Master Agreement”) for the period January 1, 2009 through August 31, 2009 for reservation processing services only. The provisions of the Master Agreement expired on December 31, 2008 with regard to all other services covered by that agreement. A separate three year agreement with an effective date of January 1, 2009 was entered into between the parties for online booking services, which had previously been covered under the Master Agreement.

In March 2009, as part of a program to reduce our cost structure, we decided not to pay bonuses globally for 2008 performance or provide funding for the 401K program in the U.S. These expenses were accrued during 2008. The reversal of the amounts accrued for the bonuses and 401K program funding resulted in a reduction of employee related expenses of $1.8 million during the first quarter of 2009.

Industry factors impacting our operating results include the channel shifts toward online bookings and direct distribution, cost compression in the travel processing supply chain, use of corporate credit cards, reduction in airline seat capacity, changing and increasing access methods to reach supplier inventory, reduction in supplier commission rates, global distribution system (“GDS”) incentive levels, and overall economic conditions. Our estimates of future results are primarily affected by assumptions of transaction volumes, pricing levels, our ability to efficiently scale with our clients, and client retention and acquisition. These anticipated results may be impacted by seasonality of the travel industry and credit card volumes related to travel.

Sources of Revenue

We principally operate a transaction-based business model under long-term contracts using hosted technology applications. Transaction and other revenues are derived from two principal service offerings:

 

•

Transaction Processing: We generate transaction processing revenue from service and processing fees based primarily on the number of data records we process. Also included in transaction revenue is customer care revenue, which consists of generated service fees based primarily on the number or length of telephone calls answered or the number of email responses delivered.

 

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•

Data Reporting: We generate data reporting revenue from service and processing fees based primarily on the number of data records we consolidate, the number of users accessing the data, the number of sources from which we receive data, and the frequency of data submissions.

Transaction-based revenues are recognized when we perform the services. In connection with providing transaction processing and data reporting services, we generate revenues from short-term projects to customize or enhance service delivery. Revenue generated from short-term project work is recognized as the services are performed, which is generally when billed. Revenue from implementation or set-up fees is recognized over the life of the client contract.

Client reimbursements reflect pass-through items, primarily voice and data costs and items such as ticket envelopes that we bill to our clients at cost. In the future, if our clients decide to pay these items directly, our client reimbursement revenue and client reimbursement expense will decrease accordingly.

Historically, we have experienced sales cycles of six to eighteen months with respect to several of our larger clients. Additionally, the implementation of our services can take up to one year depending on the size and complexity of the service offering and the speed at which our clients implement the service offering to their customer base. In 2006, we began offering components of our technology solutions to clients and potential clients. This change has reduced the length of our sales cycle and has also reduced the average amount of revenue initially earned from each of our clients.

Costs

Our expenses include operating, selling, general and administrative, technology development, restructuring and depreciation and amortization.

Operating expenses include salaries, benefits, and related overhead of personnel directly and indirectly supporting service delivery. Personnel indirectly supporting service delivery include information technology, client services, training, and business integration personnel. Operating expenses also include communication costs, technology hosting, and processing errors. Operating expenses are impacted by our revenue mix, with customer care services generally having higher operating expenses as a percentage of revenue due to the labor-intensive nature of providing customer care services. Our ability to efficiently manage and utilize our employees along with our ability to provide services from low-cost labor markets also impacts operating expenses.

Selling, general and administrative expenses include salaries, benefits and related overhead associated with the selling and marketing of our products and services, as well as other support functions, including executive, accounting, legal, centralized human resources and administration. Selling, general and administrative expenses also include professional services and insurance.

Technology development expenses primarily include salaries, benefits and related overhead of personnel focusing on developing and maintaining our technologies.

Depreciation and amortization expenses relate to fixed assets, software development costs and other intangible assets. We currently purchase substantially all of our equipment.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from

 

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these estimates. We believe that, of our significant accounting policies described in Note 2 of the notes to our consolidated financial statements included elsewhere in this Form 10-K, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to assist investors in fully understanding and evaluating our consolidated financial condition and results of operations.

Revenue recognition. A significant portion of our revenue is recognized based on objective criteria that do not require significant estimates or uncertainties. Accordingly, revenues recognized under these methods do not require the use of significant estimates that are susceptible to change.

We recognize revenue when certain other consulting or other services are combined with our transaction processing revenues and when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) services have been performed, (3) the fee for services is fixed or determinable, and (4) collectability is reasonably assured. Generally, these criteria are considered to have been met as follows:

 

•

for transaction revenue, in which we perform ticketing, file-finishing, data consolidation and reporting, and customer care services, when the services are provided;

 

•

for short-term client-specific customizations, which do not generate direct on-going incremental transaction revenue, when the customization has been delivered to our client; and

 

•

for implementation and set-up fees, which generate direct on-going incremental transaction revenue, over the life of the underlying transaction service agreement. Related costs are deferred and recognized as expenses over the life of the underlying transaction service agreement.

With respect to the Citibank amendment discussed above in the “Overview” section, the sale of the license, the compensation for the assets referred to above, and the hosting services are all elements of the Amendment. In accordance with the FASB Standards Codification, as there was no vendor specific objective evidence of the fair value of the perpetual license, revenue associated with the hosting services was deferred until the sale of the perpetual license, which occurred on April 30, 2008. We recognized revenue for the hosting services of $10.0 million in the second quarter of 2008. All costs associated with the hosting services were expensed as incurred from July 2007 through April 2008.

Internal-Use Software Development Costs. We account for internal-use software development costs in accordance with the applicable guidance which specifies that software costs, including internal payroll costs, incurred in connection with the development or acquisition of software for internal use is charged to technology development expense as incurred until the project enters the application development phase. Costs incurred in the application development phase are capitalized and depreciated over an estimated useful life of three years, beginning when the software is ready for use.

Each of our software products enters the application development phase upon completion of a detailed program in which (1) we have established that the necessary skills, hardware and software technology are available to us to produce the product, (2) the completeness of the detailed program design has been confirmed by documentation and tracing the design to product specifications, and (3) the detailed program design has been reviewed for high-risk development issues (for example, novel, unique, unproven function and features or technological innovations), and any uncertainties related to identified high-risk development issues have been resolved through coding and testing. Significant judgment is required in determining when the application development phase has begun.

Goodwill and other intangible assets. Goodwill represents the excess of the purchase price over the fair value of assets acquired. We test goodwill for impairment annually as of September 30 or more frequently if an event occurs or circumstances change that more likely than not reduce the value of a reporting unit below its carrying value. We have one reporting unit as defined by the applicable guidance. For purposes of goodwill

 

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impairment testing, we compare the fair value of the reporting unit determined on the basis of expected discounted future cash flows with its carrying amount, including goodwill. We also compare the guideline public company and guideline transaction methods to the value derived from the income approach as a test of the reasonableness of our discounted cash flow analysis. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired. If goodwill is considered impaired, the impairment loss to be recognized is measured as the amount by which the carrying amount of the goodwill exceeds implied fair value of that goodwill. As a result of declining market conditions from January 1, 2009 to March 31, 2009, and their related effect on current and anticipated volumes and pricing with clients, we determined that it was necessary to test goodwill for impairment as of March 31, 2009. We used the same approach that was used during the 2008 impairment analysis, which required estimates of future operating results and cash flows of the reporting unit discounted using estimated discount rates ranging from 16% to 18%. The estimates of future operating results and cash flows were principally derived from an updated long-term financial outlook in light of the first quarter of 2009 market conditions and the challenging economic outlook. As a result of our impairment test, we determined that goodwill was fully impaired and recorded goodwill impairment charges of $37.7 million during 2009, which is included in “Impairment of goodwill, intangible assets and other long-lived assets” in our consolidated statements of operations. We expect to record additional goodwill impairment charges for future earnout payments, until our financial outlook improves thereby justifying the recording of a goodwill asset.

The outcome of our goodwill impairment analysis as of March 31, 2009 indicated that the carrying amount of certain acquisition-related intangible assets or asset groups may not be recoverable. We assessed the recoverability of the acquisition-related intangible assets by determining whether the unamortized balances could be recovered through undiscounted future net cash flows. We determined that certain of the acquisition-related intangible assets were impaired primarily due to the revised lower revenue forecasts associated with the products incorporating the trademarks and patents, customer relationships and non-compete agreements. We measured the amount of impairment by calculating the amount by which the carrying value of the assets exceeded their estimated fair values, which were based on projected discounted future net cash flows. As a result of this impairment analysis, we recorded a noncash impairment charge of approximately $1.1 million during the first quarter of 2009, which is included in “Impairment of goodwill, intangible assets and other long-lived assets” in our consolidated statements of operations.

Impairment of long-lived assets. We record our long-lived assets, such as property and equipment and software development costs, at cost. We review the carrying value of our long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. We evaluate these assets by examining estimated future cash flows to determine if their current recorded value is impaired. We evaluate these cash flows by using weighted probability techniques as well as comparisons of past performance against projections. Assets may also be evaluated by identifying independent market values. If we determine that an asset’s carrying value is impaired, we will record an impairment of the carrying value of the identified asset as an operating expense in the period in which the determination is made. During the first quarter of 2009, we experienced a continued decline in our business that led us to revise our short-term and long-term financial forecasts which indicated that an impairment of long-lived assets may have occurred. Accordingly, we performed an analysis comparing the undiscounted cash flows estimated to be generated by the long-lived assets to the carrying amounts of those assets. The estimates of future operating results and cash flows are derived from our updated long-term financial forecast. The results of the comparison of our undiscounted cash flows to the carrying value of the long-lived assets indicated a requirement to move to a fair value approach. The values of the intangible long lived assets were determined using both the cost approach and an income approach. The relief from royalty method was the specific income approach utilized. We also used an appraisal of certain long-lived fixed assets to support our conclusions related to those assets. As a result, we recorded a long-lived asset impairment noncash charge during the first quarter of 2009 of $5.2 million, which is included in “Impairment of goodwill, intangible assets and other long-lived assets” in our consolidated statements of operations.

 

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Transaction processing provisions. We have recorded estimates to account for processing errors made in the ticketing or fareloading process that result in tickets being issued at incorrect prices or from agency commissions being miscalculated. Our reserve for processing errors is based on several factors including historical trends, average debit memo lag time and timely identification of errors. Transaction processing provisions were $0.6 million and $0.9 million during 2009 and 2008, respectively, and are included as operating expenses in our consolidated statements of operations.

Results of Operations

Comparison of Years Ended December 31, 2009 and December 31, 2008

The following table sets forth selected statement of operations data.

 

		Years Ended December 31,
		2009							2008							Change
		(dollars in thousands)
Revenue:
Transaction processing		$	47,212			80	%		$	63,517			67	%		$	(16,305	)		(26	)%
Data reporting			11,661			20				31,908			33				(20,247	)		(63	)
Transaction and other revenues			58,873			100				95,425			100				(36,552	)		(38	)
Client reimbursements			470							798
Total revenues			59,343							96,223
Expenses:
Operating			36,406							49,761							(13,355	)		(27	)
Selling, general, and administrative			10,979							17,185							(6,206	)		(36	)
Technology development			4,343							12,875							(8,532	)		(66	)
Client reimbursements			470							798							(328	)		(41	)
Impairment of goodwill, intangible assets and other long-lived assets			43,939							—							43,939			—
Depreciation and amortization			6,454							10,659							(4,205	)		(39	)
Interest (expense) income:
Interest income			15							101							(86	)		(85	)
Interest expense			(789	)						(570	)						219			38
Income tax (benefit) provision			(23	)						774							(797	)		(103	)
Net (loss) income		$	(43,999	)					$	3,702							(47,701	)

Transaction processing revenues. The decrease for 2009 compared to the prior year was due to a reduction in corporate and leisure travel volumes related to the economic downturn in the global travel industry and as a result of the decreased level of services provided to Expedia as previously discussed. We expect revenues per transaction to continue to decline in the future because of scaled pricing we offer to clients for increased volume, as well as trends in the travel processing supply chain that are putting negative pressure on our revenue per transaction.

Data reporting revenues. The decrease in data reporting revenues for 2009 compared to the prior year was primarily due to the recognition during 2008 of $6.5 million of routine data reporting revenues from Citibank and the sale of a $4.5 million limited perpetual license to Citibank in the second quarter of 2008, as previously discussed. Volume reductions and customer churn as a result of the economic downturn in the global travel industry have also contributed to lower data reporting revenues in 2009.

Operating expenses. The decrease in operating expenses for 2009 compared to the prior year was primarily due to the reduction in our revenues and a program to reduce our cost structure primarily through personnel reductions in preparation for significantly lower revenues in 2009. Additionally, we recorded $0.5 million in

 

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lease impairment expense related to one of our UK offices closing in 2009 and one-time reductions in personnel-related accrued expenses of $0.7 million in the first quarter of 2009, which were partially offset by severance expenses during the same period.

Selling, general and administrative expenses. The decrease in selling, general and administrative expenses for 2009 compared to the prior year was primarily due to a program to reduce our cost structure primarily through reductions in personnel, contract labor and travel in preparation for expected revenues in 2009. Additionally, we recorded one-time reductions in personnel-related accrued expenses of $0.8 million in the first quarter of 2009, which were partially offset by severance expenses during the same period.

Technology development expenses. The decrease in technology development expense for 2009 compared to the prior year was primarily due to a program to reduce our cost structure primarily through reductions in personnel and contract labor in preparation for significantly lower revenues in 2009. Additionally, we recorded one-time reductions in personnel-related accrued expenses of $0.3 million in the first quarter of 2009, which were partially offset by severance expenses during the same period.

Impairment of goodwill, intangible assets and other long-lived assets. We recorded an impairment charge of $43.9 million during 2009 as discussed above.

Depreciation and amortization. The decrease for 2009 compared to the prior year was primarily due to a decrease in our capital additions and a reduction in our property and equipment balances as a result of our impairment of other long-lived assets recorded in the first quarter of 2009.

Interest income. The decrease for 2009 compared to the prior year was primarily due to reduced average cash balances available for investment.

Interest expense. The increase for 2009 compared to prior year was due to additional interest expense related to our credit facility borrowings.

Income tax (benefit) provision. Income tax benefit of $23,000 was recorded in 2009 primarily due to $0.5 million of tax expense recorded as a result of an increase for uncertain tax positions related to our operations in Germany and $0.1 million of tax expense related to our operations in India, largely offset by the reversal of $0.6 million of deferred tax liabilities recorded in 2008 related to our goodwill, which was written-off during the first quarter of 2009. Deferred tax expense for 2008 and our deferred tax liability as of December 31, 2008 includes an adjustment of $0.4 million to increase our deferred tax valuation allowance, which should have been recorded in 2007. Such adjustment was not material to any prior quarterly or annual periods.

Liquidity and Capital Resources

We fund our ongoing operations primarily with cash from operating activities. The underlying drivers of cash from operating activities include cash receipts from the sale of our products and services and cash payments to our employees and service providers. Most of our larger clients remit payment for our services 30 to 90 days in advance of our service delivery. Advance payments from clients are recorded as customer deposits and deferred revenue until the service is performed.

The global financial markets have been and continue to be in turmoil, with volatility in the equity and credit markets and with many financial and other institutions experiencing significant financial distress. At December 31, 2009, our principal sources of liquidity were cash and cash equivalents of $2.9 million and $6.9 million of availability under our revolving credit facility with Atlantic Capital Bank (“ACB”). We had $1.6 million of borrowings outstanding under our credit facility at December 31, 2009. Neither our access to nor the value of our cash equivalents have been negatively affected by the recent liquidity problems of financial institutions. Although we have been prudent in our strategy for our anticipated near-term liquidity needs, it is not

 

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possible to accurately predict how the financial market turmoil and the macroeconomic conditions may affect our financial position, results of operations or cash flows. Additional failures of financial and other institutions could impact our customers’ ability to pay us, reduce amounts available under our credit facility, cause losses to the extent cash amounts or the value of securities exceed government deposit insurance limits, and restrict our access to the equity and debt markets. A continuation of the turmoil in the capital and credit markets and the general economic downturn could adversely impact the availability, terms and/or pricing of financing if we need additional liquidity. We would experience liquidity problems if we are unable to obtain sufficient additional financing as our debt becomes due, or we otherwise need additional liquidity. Adverse economic conditions, increased competition, or other unfavorable events also could affect our liquidity.

In October 2009, we amended our Credit Agreement with ACB. The amendment increases the interest rate for loans made under the credit agreement, generally by 25 basis points to LIBOR plus 300 basis points, with a new minimum borrowing rate (4.25%), and extends the maturity date to April 30, 2011. The amendment also maintains BCD Holdings as a guarantor to the Credit Agreement. There were no changes to financial or other covenants from the prior Credit Agreement, and we will continue to pay BCD a guarantee fee of 250-350 basis points, depending on borrowing levels under the Credit Agreement.

Net cash provided by operating activities was $1.9 million during 2009, compared to $5.1 million during 2008. Our change in working capital for 2009 is primarily the result of decreasing revenues.

Net cash used in investing activities was $3.1 million during 2009, compared to $7.5 million during 2008. The driver of our investing activities is our capital expenditures, which include costs associated with internally developed software, as well as infrastructure required to support and maintain our existing systems and opportunities to reduce costs. As of December 31, 2009, we had no material commitments related to capital expenditures.

Net cash used in financing activities was $3.0 million during 2009, compared to net cash provided by financing activities of $0.9 million during 2008. The primary drivers for 2009 were repayments on both our credit facility and note payable.

We believe that we will be able to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flow from operations and other available sources of liquidity, including borrowings under the Credit Agreement and through our ability to obtain future external financing. We expect to continue to use a portion of our cash flows to fund our strategic capital expenditures, to invest in business opportunities and to meet our debt repayment obligations.

Our financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our ability to continue as a going concern is dependent on having sufficient liquidity for our operations. As of December 31, 2009, we are in compliance with all financial covenants of our revolving credit facility with ACB, $6.9 million was available for borrowing, there were $1.6 million of borrowings against the facility and there was a $1.5 million letter of credit against this facility related to the lease of our new Atlanta office. As of December 31, 2009, the interest rate on our outstanding borrowings was 4.25%. We expect to remain in compliance with all financial covenants over the remaining term of our revolving credit facility with ACB, however, we acknowledge that market conditions remain uncertain, and, as such, can provide no assurances that we will remain in compliance. We monitor our expected debt compliance and believe we would have time to further reduce our expenses and/or capital expenditures if needed to remain in compliance. If we are not successful in maintaining our debt compliance the lender is entitled to enforce the guarantee under our credit facility. Management believes its additional sources of liquidity include but are not limited to, generating positive operating cash flows, generating working capital through our clients and/or vendors, refinancing our debt, or selling assets. Management cannot provide assurance that we will be successful in executing one or more of these liquidity initiatives in order to continue as a going concern.

 

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Seasonality

Our business experiences seasonal fluctuations, reflecting seasonal trends for the purchase of air travel by both leisure and corporate travelers as well as credit card volume related to corporate travel. For example, traditional leisure air travel bookings are higher in the first two calendar quarters of the year in anticipation of spring and summer vacations and holiday periods. Corporate travel air bookings and credit card spending levels are generally higher in the first and third calendar quarters of the year. Business and consumer travel bookings typically decline during the fourth quarter of each calendar year. Accordingly, our fourth calendar quarter generally reflects lower revenues as compared to the first three calendar quarters.

Inflation and Changing Prices

We do not believe that inflation and changing prices have materially impacted our results of operations during the past two years.

Recent Accounting Pronouncements

Certain Revenue Arrangement That Include Software Elements—In October 2009, the FASB issued guidance that changed the accounting model for revenue arrangements that include both tangible products and software elements. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We do not elect to adopt this guidance early and do not expect that the implementation of this guidance will have a material effect on our consolidated financial position and results of operations.

Codification and the Hierarchy of Generally Accepted Accounting Principles—In June 2009, the FASB issued guidance that identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This guidance was effective for financial statements issued for interim and annual periods ending after September 15, 2009 and did not have a material effect on our consolidated financial position and results of operations.

Accounting for transfers of financial assets—In June 2009, the FASB issued accounting guidance that in part, amended the derecognition guidance to eliminate the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. This guidance is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. We do not expect that the implementation of this guidance will have a material effect on our consolidated financial position and results of operations.

Consolidation of variable-interest entities—In June 2009, the FASB issued accounting guidance that amends the consolidation guidance applicable to variable interest entities. The provisions of the new guidance significantly affect the overall consolidation analysis under the previous guidance. This guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009. We do not expect that the implementation of this guidance will have a material effect on our consolidated financial position and results of operations.

Subsequent events—In May 2009, the FASB issued accounting guidance that establishes general standards of accounting for and disclosures of subsequent events that occurred after the balance sheet date but prior to the issuance of financial statements. This guidance is effective for financial statements issued for interim or fiscal years ending after June 15, 2009. The adoption of this standard did not have a material effect on our consolidated financial position and results of operations.

 

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Recognition and presentation of other-than-temporary impairments—In April 2009, the FASB issued accounting guidance on the recognition and presentation of other-than-temporary impairments. This new guidance amends the existing impairment guidance relating to certain debt securities and requires a company to assess the likelihood of selling the security prior to recovering its cost basis. When a security meets the criteria for impairment, the impairment charges related to credit losses would be recognized in earnings, while non-credit losses would be reflected in other comprehensive income. This guidance is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material effect on our consolidated financial position and results of operations.

Interim disclosures about fair value of financial instruments—In April 2009, the FASB issued accounting guidance that requires that the fair value disclosures previously required on an annual basis be included for interim reporting periods. We adopted this guidance on April 1, 2009. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The adoption of this guidance did not have a material effect on our consolidated financial position and results of operations.

Determination of the Useful Life of Intangible Assets—In April 2008, the FASB issued guidance which provides for additional considerations to be used in determining useful lives and requires additional disclosure regarding renewals. The adoption of this guidance on January 1, 2009 did not have a material effect on our consolidated financial statements.

Fair value measurements—In September 2006, the FASB issued accounting guidance on fair value measurements, which provides a common definition of fair value and a framework for measuring assets and liabilities at fair values when a particular standard prescribes it. In addition, this guidance expands disclosures about fair value measurements. In February 2008, the FASB issued additional guidance that (1) deferred the effective date of the original guidance for one year for certain nonfinancial assets and nonfinancial liabilities and (2) removed certain leasing transactions from the scope of the original guidance. We did not elect to present our nonfinancial assets and liabilities at their fair value.

Business combinations and noncontrolling interests in consolidated financial statements—In December 2007, the FASB issued accounting guidance on business combinations and noncontrolling interests in consolidated financial statements. The guidance on business combinations requires the acquiring entity in a business combination to recognize the assets acquired and liabilities assumed. Further, it also changes the accounting for acquired in-process research and development assets, contingent consideration, partial acquisitions and transaction costs. Under the guidance on noncontrolling interests, all entities are required to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. In addition, transactions between an entity and noncontrolling interests will be treated as equity transactions. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. Our adoption of this guidance did not have a material effect on our consolidated financial statements.

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

 

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Item 8.

Financial Statements and Supplementary Data

CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

 

		Page
Report of Independent Registered Public Accounting Firm		31
Consolidated Balance Sheets		32
Consolidated Statements of Operations		33
Consolidated Statements of Shareholders’ (Deficit) Equity		34
Consolidated Statements of Cash Flows		35
Notes to Consolidated Financial Statements		36

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

TRX, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of TRX, Inc. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of TRX, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/    Deloitte & Touche LLP

March 8, 2010

Atlanta, Georgia

 

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TRX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2009 and 2008

(In thousands, except share data)

 

		2009				2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	2,897			$	6,873
Trade accounts receivable, net			6,371				7,916
Prepaids and other			2,693				2,480
Total current assets			11,961				17,269
NONCURRENT ASSETS:
Property and equipment, net			6,996				16,212
Goodwill			—				37,305
Other assets, net			791				2,706
Total noncurrent assets			7,787				56,223
Total assets		$	19,748			$	73,492
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	11,050			$	13,409
Customer deposits and deferred revenue			6,427				9,927
Current portion of long-term debt			1,167				1,167
Total current liabilities			18,644				24,503
NONCURRENT LIABILITIES:
Long-term debt—less current portion			2,183				5,150
Deferred income tax			—				705
Other long-term liabilities			1,929				1,917
Total noncurrent liabilities			4,112				7,772
Total liabilities			22,756				32,275
COMMITMENTS AND CONTINGENCIES (NOTE 3)
SHAREHOLDERS’ (DEFICIT) EQUITY:
Common stock, $.01 par value; 100,000,000 shares authorized; 18,644,055 and 18,571,086 shares issued; 18,456,524 and 18,383,555 shares outstanding			186				185
Additional paid-in capital			95,653				95,877
Treasury stock, at cost; 187,531 shares			(2,294	)			(2,294	)
Cumulative translation adjustment			276				279
Accumulated deficit			(96,829	)			(52,830	)
Total shareholders’ (deficit) equity			(3,008	)			41,217
Total liabilities and shareholders’ (deficit) equity		$	19,748			$	73,492

See notes to consolidated financial statements.

 

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TRX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(In thousands, except per share data)

 

		2009				2008
REVENUES:
Transaction and other revenues		$	58,873			$	95,425
Client reimbursements			470				798
Total revenues			59,343				96,223
EXPENSES:
Operating, excluding depreciation and amortization			36,406				49,761
Selling, general, and administrative, excluding depreciation and amortization			10,979				17,185
Technology development			4,343				12,875
Client reimbursements			470				798
Impairment of goodwill, intangible assets and other long-lived assets			43,939				—
Depreciation and amortization			6,454				10,659
Total expenses			102,591				91,278
OPERATING (LOSS) INCOME			(43,248	)			4,945
INTEREST INCOME (EXPENSE):
Interest income			15				101
Interest expense			(789	)			(570	)
Total interest expense, net			(774	)			(469	)
(LOSS) INCOME BEFORE INCOME TAXES			(44,022	)			4,476
BENEFIT (PROVISION) FOR INCOME TAXES			23				(774	)
NET (LOSS) INCOME		$	(43,999	)		$	3,702
WEIGHTED AVERAGE NUMBER OF SHARES:
Basic			18,432				18,350
Diluted			18,432				18,401
BASIC AND DILUTED NET (LOSS) INCOME PER SHARE		$	(2.39	)		$	0.20

See notes to consolidated financial statements.

 

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TRX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(In thousands, except share data)

 

		Common Stock					Additional Paid-In Capital				Treasury Stock				Cumulative Translation Adjustment				Accumulated Deficit				Total
		Shares		Amount
BALANCE—December 31, 2007		18,304,801		$	184		$	95,519			$	(2,294	)		$	142			$	(56,532	)		$	37,019
Comprehensive income:
Net income		—			—			—				—				—				3,702				3,702
Translation adjustment		—			—			—				—				137				—				137
Total comprehensive income																								3,839
Employee stock purchase plan		78,754			1			95				—				—				—				96
Share-based payment expense		—			—			263				—				—				—				263
BALANCE—December 31, 2008		18,383,555			185			95,877				(2,294	)			279				(52,830	)			41,217
Comprehensive loss:
Net loss		—			—			—				—				—				(43,999	)			(43,999	)
Translation adjustment		—			—			—				—				(3	)			—				(3	)
Total comprehensive loss																								(44,002	)
Employee stock purchase plan		72,969			1			32				—				—				—				33
Share-based payment expense		—			—			(256	)			—				—				—				(256	)
BALANCE—December 31, 2009		18,456,524		$	186		$	95,653			$	(2,294	)		$	276			$	(96,829	)		$	(3,008	)

See notes to consolidated financial statements.

 

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TRX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(In thousands)

 

		2009				2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(43,999	)		$	3,702
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			6,591				10,659
Impairment of goodwill, intangible assets and other long-lived assets			43,939				—
Lease impairment			531				—
Provision for bad debts			67				346
Stock compensation (credit) expense			(261	)			248
Deferred taxes			(724	)			705
Changes in assets and liabilities, net of effects of acquisitions:
Trade accounts receivable			1,537				7,677
Prepaids and other assets			344				431
Accounts payable and accrued liabilities			(2,546	)			(6,963	)
Customer deposits and deferred revenue			(3,548	)			(11,712	)
Net cash provided by operating activities			1,931				5,093
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(2,738	)			(7,094	)
Payment of contingent consideration			(373	)			(225	)
Acquisition, net of cash acquired			—				(764	)
Proceeds from sale of assets			—				578
Net cash used in investing activities			(3,111	)			(7,505	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt			(1,167	)			(2,333	)
Borrowings from credit facility			9,900				11,526
Payments on credit facility			(11,700	)			(8,126	)
Debt issue costs			(38	)			(215	)
Proceeds from stock plans			33				96
Net cash (used in) provided by financing activities			(2,972	)			948
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			176				(542	)
NET DECREASE IN CASH AND CASH EQUIVALENTS			(3,976	)			(2,006	)
CASH AND CASH EQUIVALENTS—Beginning of year			6,873				8,879
CASH AND CASH EQUIVALENTS—End of year		$	2,897			$	6,873

See notes to consolidated financial statements.

 

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TRX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(In thousands, except share data)

1. ORGANIZATION AND NATURE OF OPERATIONS

TRX is a travel technology and data services provider, offering more than 20 software-as-a-service utilities for online booking, reservation processing, data intelligence, and process automation. We provide patented savings maximization solutions, extending spend management services to travel buyers all over the world. We complement all of this with a global workforce focused on travel process automation and reengineering. For the foreseeable future, we intend to focus our efforts on the opportunities within the travel industry. We deliver our technology applications as a service over the Internet to travel agencies, corporations, travel suppliers, government agencies, credit card associations, credit card issuing banks, and third-party administrators. TRX is headquartered in Atlanta, Georgia with operations and associates in North America, Europe, and Asia. We are majority-owned by BCD Technology, S.A. (“BCD”).

2. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

The accompanying consolidated financial statements include the accounts of TRX, Inc. and its subsidiaries for the periods presented. All intercompany accounts and transactions have been eliminated. Borrowings and repayments under our senior secured revolving credit facility for the year ended December 31, 2008 previously presented on a net basis in the consolidated statement of cash flows have been corrected and are presented gross in the accompanying consolidated statement of cash flows in order to conform to the current year presentation.

Cash and Cash Equivalents—We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents consisted solely of investment grade commercial paper at December 31, 2009 and 2008. Interest income during 2009 and 2008 was $15 and $101, respectively.

Trade Accounts Receivable and Allowance for Doubtful Accounts—Accounts receivable are recorded at the invoiced amount and are non-interest bearing. We maintain an allowance for doubtful accounts to reserve for receivables that are not probable of collection. Management reviews the accounts receivable by aging category to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, management makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations. The following table shows our allowance for doubtful accounts and the associated activity for each of the two years ended December 31, 2009 and 2008.

 

		2009				2008
Balance, January 1		$	(486	)		$	(229	)
Provision for bad debts			(67	)			(346	)
Writeoffs, net of recoveries			131				89
Balance, December 31		$	(422	)		$	(486	)

Property and Equipment—Property and equipment are stated at cost. Depreciation is recorded over the estimated useful lives of the assets using the straight-line method. The useful lives of computers, software, office equipment, and furniture range from three to seven years. Amortization of leasehold improvements is recorded over the shorter of the terms of the leases or estimated useful lives of five to seven years using the straight-line method.

We have incurred expenditures for software used to facilitate internal data consolidation processes and to enable transaction processing services for our clients. Software costs, including internal payroll costs, incurred in connection with the development or acquisition of software for internal use are charged to technology development expense as incurred until the project enters the application development phase. Costs incurred in the application development phase are capitalized and depreciated over the estimated useful life of three years, beginning when the software is ready for use.

 

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The following details the components of property and equipment (and estimated useful lives) at December 31, 2009 and 2008:

 

		2009				2008
Computers, purchased software, and equipment (3-5 years)		$	27,470			$	36,937
Internally-developed software costs (3 years)			12,411				11,785
Leasehold improvements (up to 10 years)			2,157				2,510
Furniture and fixtures (7 years)			1,426				2,352
			43,464				53,584
Accumulated depreciation			(36,468	)			(37,372	)
		$	6,996			$	16,212

Depreciation expense was $6,235 and $10,294 during 2009 and 2008, respectively.

Goodwill—Goodwill represents the excess of the purchase price over the fair value of assets acquired. We test goodwill for impairment annually as of September 30 or more frequently if an event occurs or circumstances change that more likely than not reduces the value of a reporting unit below its carrying value. We have one reporting unit as defined by the Intangibles—Goodwill and Other Topic of the Financial Accounting Standards Board (“FASB”) Standards Codification. For purposes of goodwill impairment testing, we compare the fair value of the reporting unit determined on the basis of expected discounted future cash flows with its carrying amount, including goodwill. We also compare the guideline public company and guideline transaction methods to the value derived from the income approach as a test of the reasonableness of our discounted cash flow analysis. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired. If goodwill is considered impaired, the impairment loss to be recognized is measured as the amount by which the carrying amount of the goodwill exceeds implied fair value of that goodwill. No impairment of goodwill was identified in our annual goodwill impairment test as of September 30, 2008. Our market capitalization experienced a significant decline between September 30, 2008 and December 31, 2008, and therefore, we determined that it was necessary to test goodwill for impairment as of December 31, 2008. The results of the impairment test as of December 31, 2008 did not indicate an impairment of our goodwill. We determined the decline was not due to Company-specific factors but, rather, macroeconomic conditions, including rising unemployment levels, turmoil in the credit markets, and deteriorating consumer confidence. However, given the decrease in market capitalization at December 31, 2008, we reconsidered our cash flow projections utilized in our impairment test as of September 30, 2008, including an assessment of our actual results for the fourth quarter of 2008 as compared to our projections for such period, and also assessed whether the discount rate used in our September 30, 2008 impairment test remained appropriate as of December 31, 2008. On the basis of our reconsideration of the cash flow projections and associated discount rate, we determined that the estimated fair value of our reporting unit was below its carrying value.

As a result of continuing declining market conditions from January 1, 2009 to March 31, 2009, and their related effect on current and anticipated volumes and pricing with clients, we determined that it was necessary to test goodwill for impairment as of March 31, 2009. We used the same approach that was used during the 2008 impairment analysis, which required estimates of future operating results and cash flows of the reporting unit discounted using estimated discount rates ranging from 16% to 18%. The estimates of future operating results and cash flows were principally derived from an updated long-term financial outlook in light of the first quarter of 2009 market conditions and the challenging economic outlook. As a result of our impairment test, we determined that goodwill was fully impaired and recorded goodwill impairment charges of $37.7 million during 2009, which is included in “Impairment of goodwill, intangible assets and other long-lived assets” in our audited consolidated statements of operations. We expect to record additional goodwill impairment charges for future earnout payments, until our financial outlook improves thereby justifying the recording of a goodwill asset.

 

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Our goodwill was acquired through the 1999 purchase of International Software Products in the United States, the 2004 purchase of the remaining unowned interests in the United Kingdom and Central Europe equity method investments, the 2006 purchase of Travel Analytics, Inc. (“Travel Analytics”), the 2007 acquisition of certain assets and assumption of certain liabilities of Hi-Mark, LLC (“Hi-Mark”) and the goodwill resulting from the purchase of the assembled workforce and certain property assets used by Siemens Shares Services LLC (“Siemens”) to provide services to TRX.

The following table discloses the changes in the carrying amount of goodwill during the years ended December 31, 2009 and 2008:

 

		2009				2008
Balance, January 1		$	37,305			$	36,981
Accumulated impairment losses			—				—
			37,305				36,981
Earnout on Travel Analytics			347				324
Impairment charge			(37,652	)			—
Balance, December 31			37,652				37,305
Accumulated impairment losses			(37,652	)			—
		$	—			$	37,305

Other Intangible Assets—We recorded $1,905 in 2007 to recognize the value of identifiable intangible assets acquired as part of our purchase of certain assets of Hi-Mark, we recorded $539 in 2006 to recognize the value of identifiable intangible assets acquired as part of our purchase of certain assets of Travel Analytics, and we recorded $615 to recognize the value of certain customer relationships as part of our purchase of our European equity method investments in 2004. These amounts are included in other assets, net in the accompanying consolidated balance sheets.

The outcome of our goodwill impairment analysis for the first quarter of 2009 indicated that the carrying amount of certain acquisition-related intangible assets or asset groups may not be recoverable. We assessed the recoverability of the acquisition-related intangible assets by determining whether the unamortized balances could be recovered through undiscounted future net cash flows. We determined that certain of the acquisition-related intangible assets were impaired primarily due to the revised lower revenue forecasts associated with the products incorporating the trademarks and patents, customer relationships and non-compete agreements. We measured the amount of impairment by calculating the amount by which the carrying value of the assets exceeded their estimated fair values, which were based on projected discounted future net cash flows. As a result of this impairment analysis, we recorded a noncash impairment charge of approximately $1.1 million during the first quarter of 2009, which is included in “Impairment of goodwill, intangible assets and other long-lived assets” in our audited consolidated statements of operations.

We expect to record approximately $173 of amortization expense related to these intangible assets in each of the next four years and $44 in the year thereafter. We recorded related amortization expense of $220 and $365 during 2009 and 2008, respectively.

Changes in other intangible assets during 2009 and 2008 were as follows:

 

		2009				2008
Balance, January 1		$	2,068			$	2,433
Impairment charge			(1,112	)			—
Amortization of intangible assets			(220	)			(365	)
Balance, December 31		$	736			$	2,068

 

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A summary of our intangible assets as of December 31, 2009 and 2008 is as follows:

 

		Useful Lives		December 31, 2009							December 31, 2008
				Gross Carrying Value			Accumulated Amortization				Gross Carrying Value			Accumulated Amortization
Customer relationships		6 – 8 years		$	—		$	—			$	615		$	(386	)
Trademarks and patents		10 years			866			(130	)			2,062			(430	)
Non-compete agreements		5 years			—			—				382			(175	)
				$	866		$	(130	)		$	3,059		$	(991	)

Impairment of Long-Lived Assets—We regularly evaluate whether events and circumstances have occurred that indicate whether the carrying amount of property and equipment and other intangible assets may warrant revision or may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, we assess the recoverability by determining whether the carrying value of such long-lived assets will be recovered through the future undiscounted cash flows expected from the use of the asset and its eventual disposition. During the first quarter of 2009, we experienced a continued decline in our business that led us to revise our short-term and long-term financial forecasts that indicated that an impairment of long-lived assets may have occurred. Accordingly, we performed an analysis comparing the undiscounted cash flows estimated to be generated by the long-lived assets to the carrying amounts of those assets. The estimates of future operating results and cash flows are derived from our updated long-term financial forecast. The results of the comparison of our undiscounted cash flows to the carrying value of the long-lived assets indicated a requirement to move to a fair value approach. The values of the intangible long lived assets were determined using both the cost approach and an income approach. The relief from royalty method was the specific income approach utilized. We also used an appraisal of certain long-lived fixed assets to support our conclusions related to those assets. As a result, we recorded a long-lived asset impairment noncash charge during the first quarter of 2009 of $5.2 million, which is included in “Impairment of goodwill, intangible assets and other long-lived assets” in our audited consolidated statement of operations.

Fair Value Measurements—We adopted the FASB’s guidance on Fair Value Measurements and Disclosures Topic for our financial assets and financial liabilities on January 1, 2008 and for our non-financial assets and non-financial liabilities on January 1, 2009. Under this guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

 

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We currently do not have financial or non-financial assets and financial or non-financial liabilities that are required to be measured at fair value on a recurring basis. The FASB’s guidance establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. The following table shows the fair value of our non-financial assets that were required to be measured at fair value on a non-recurring basis during the first quarter of 2009. These non-financial assets, which included our goodwill, intangible assets and our other long-lived assets, were required to be measured at fair value in connection with the interim impairment tests we performed on our goodwill, intangible assets and other long-lived assets in the first quarter of 2009.

 

		Balance at March 31, 2009			Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Gains (Losses)
Goodwill		$	—		$	—		$	—		$	—		$	(37,652	)
Property and Equipment, net:
Leasehold improvements			514			—			—			514			(765	)
Computers, purchased software and equipment			5,623			—			—			5,623			(1,770	)
Internally-developed software			2,814			—			—			2,814			(2,639	)
Furniture and fixtures			373			—			—			373			—
Other Assets, net:
Trademarks and patents			866			—			—			866			(714	)
Customer relationships			—			—			—			—			(211	)
Non-compete agreements			—			—			—			—			(188	)
		$	10,190		$	—		$	—		$	10,190		$	(43,939	)

Other Assets—At December 31, 2009, other assets include $36 deferred costs associated with the issuance of our revolving credit facility and debt. At December 31, 2008, other assets include $638 of deposits related to our India operations and deferred costs associated with the issuance of our revolving credit facility and debt (Note 4). The deferred costs are being amortized to interest expense using the straight-line method over the life of the related debt.

Accounts Payable and Accrued Liabilities—This balance consists of the following components at December 31, 2009 and 2008:

 

 

		2009			2008
Accounts payable and other		$	2,412		$	5,954
Personnel-related accruals			4,693			5,016
Client-related accruals			2,728			2,180
Lease termination accrual			417			—
Accrued interest			129			101
Income tax payable			534			—
Facility-related accruals			137			158
		$	11,050		$	13,409

 

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Customer Deposits and Deferred Revenue—Several customer agreements require prepayments to us for transaction revenue. These deposits are recognized as revenue as the service is provided. In addition, deferred revenue primarily represents services and implementation fees that are prepaid, and recognized as revenue when earned. Customer deposits and deferred revenue consist of the following at December 31, 2009 and 2008:

 

		2009			2008
Customer deposits		$	2,890		$	4,308
Deferred revenue			3,537			5,619
Total customer deposits and deferred revenue		$	6,427		$	9,927

Revenue Recognition and Cost Deferral—We recognize revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists; (2) services have been performed; (3) the fee for services is fixed or determinable; and (4) collectability is reasonably assured. Generally, these criteria are considered to have been met as follows:

 

•

For transaction revenue, in which we perform ticketing, file-finishing, data consolidation and reporting, and customer care services, when the services are provided;

 

•

For short-term client-specific customizations, which do not generate direct on-going incremental transaction revenue, when the customization has been delivered to our customer; and

 

•

For implementation and set-up fees, which generate direct on-going incremental transaction revenue, over the life of the underlying transaction service agreement. Related costs are deferred and recognized as expenses over the life of the underlying transaction service agreement.

On July 13, 2007, TRX and Citibank executed an amendment to the Master Services Agreement dated February 1, 2002, as amended. The Amendment extends the scheduled expiration date of the Citibank Master Services Agreement from January 13, 2009 to December 31, 2010. The primary purpose of the Amendment was for TRX to sell a $4.5 million limited perpetual license of certain source code to Citibank in order for Citibank to perform certain services in-house that had previously been hosted by TRX. TRX continues to perform limited maintenance and project services for Citibank.

The Amendment also provided that we would continue to provide the hosting services historically provided to Citibank until such time as the sale of the perpetual license occurred. The license sale was completed during the second quarter of 2008 and, as a result, we recognized $4.5 million of revenue, the contractually-stated sales price of the license. In addition to the license sale, Citibank also paid us approximately $1.4 million for certain costs and assets that we had purchased in the past for Citibank’s benefit, which are essential to the functionality of the technology.

The sale of the license, the compensation for the assets referred to above, and the hosting services are all elements of the Amendment. Since there was no vendor specific objective evidence of the fair value of the perpetual license at the effective date of the Amendment, revenue associated with the hosting services was deferred until April 30, 2008, when the sale of the perpetual license occurred. We recognized revenue for the hosting services of $10.0 million in the second quarter of 2008. All costs associated with the hosting services were expensed as incurred from July 2007 through April 2008.

Client reimbursements received for direct costs paid to third parties and related expenses are characterized as revenue. Client reimbursements represent direct costs paid to third parties primarily for voice and data and items such as paper tickets.

Concentration of Credit Risk—A significant portion of our revenues is derived from a limited number of clients. Our top five clients accounted for approximately 66% and 78% of our total revenues in 2009 and 2008, respectively. Contracts with the major clients may be terminated by the client if we fail to meet certain performance criteria. Expedia, Inc. and its affiliates accounted for 42% and 36% of revenues in 2009 and 2008,

 

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respectively. Citibank accounted for 2% and 21% of revenues during 2009 and 2008. American Express Travel Related Services Company, Inc. (“American Express”) accounted for 16% and 11% of revenues during 2009 and 2008, respectively. At December 31, 2009 and 2008, 16% and 22%, respectively, of our accounts receivable related to American Express and at December 31, 2008, 15% of our accounts receivable related to Citibank.

Earnings per Share—Basic earnings per share is computed by dividing reported income or loss available to common shareholders by weighted average shares outstanding during the period. Income or loss available to common shareholders is the same as reported net income or loss for all periods presented.

Diluted earnings per share is computed by dividing reported earnings available to common shareholders, adjusted for the earnings effect of potentially dilutive securities, by weighted average shares outstanding during the period and the impact of securities that, if exercised, would have a dilutive effect on earnings per share.

All common stock equivalents with an exercise price less than the average market share price for the period are assumed to have a dilutive effect on earnings per share. The following table sets forth the computation of basic and diluted net (loss) income per share:

 

		2009										2008
		Net Loss				Weighted Average Shares		Per Share				Net Income			Weighted Average Shares		Per Share
Basic net (loss) income per share		$	(43,999	)		18,432		$	(2.39	)		$	3,702		18,350		$	0.20
Effect of dilutive securities:
Options to acquire common stock			—			—			—				—		51			—
Diluted net (loss) income per share		$	(43,999	)		18,432		$	(2.39	)		$	3,702		18,401		$	0.20

Because of their anti-dilutive effect on the income per share recorded in each of the periods presented, the diluted share base excludes incremental shares related to employee stock options of 2,458 and 2,389 for 2009 and 2008, respectively.

Stock-Based Employee Compensation—We account for stock-based employee compensation under Compensation—Stock Compensation Topic of the FASB Standards Codification. The weighted average grant-date fair value of the options granted during 2009, calculated using the Black-Scholes model, ranged from $0.20 to $0.77. The weighted average grant-date fair value of the options granted during 2008, calculated using the Black-Scholes model, ranged from $0.13 to $0.46.

The following assumptions were used for grants in 2009: dividend yield of zero, volatility of 115.6% to 179.8%, risk-free interest rate of 0.86% to 2.17%, and an expected life of 2.00 to 4.25 years. The following assumptions were used for grants in 2008: dividend yield of zero, volatility of 26.4% to 44.2%, risk-free interest rate of 0.79% to 2.96%, and an expected life of 2.00 to 4.25 years. Through December 2008 expected volatility was based on the volatility of a group of stocks we view as peer companies, due to the limited history of our stock trading on an exchange. We use an estimate for the expected life and historical data to estimate the employee termination and volatility assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant over the expected life of the grant.

 

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At December 31, 2009, options to purchase 82,190 shares of common stock were available for future grant under our stock plan. The following table summarizes information about stock options outstanding and exercisable at December 31, 2009:

 

Range of Exercise Prices		Options Outstanding							Options Exercisable
		Number of Shares		Weighted Average Remaining Life		Weighted Average Exercise Price			Number of Shares		Weighted Average Exercise Price
$0.29 – $6.89		1,881,000		8.3		$	1.94		649,666		$	3.50
$9.00 – $12.24		577,000		5.5		$	9.15		572,750		$	9.13
		2,458,000		7.7		$	3.63		1,222,416		$	6.12

Information regarding activity under our stock plan is summarized as follows:

 

		2009						2008
		Options			Weighted Average Exercise Price			Options			Weighted Average Exercise Price
Outstanding at January 1		2,440,500			$	4.98		1,598,810			$	8.18
Granted		595,000				0.44		1,090,000				1.20
Cancelled		(577,500	)			6.04		(248,310	)			8.99
Exercised		—				—		—				—
Outstanding at December 31		2,458,000			$	3.63		2,440,500			$	4.98

The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. At December 31, 2009, the aggregate intrinsic value of options outstanding was $108 with a weighted average exercise price of $3.63 and a weighted average remaining contractual term of 7.7 years; the aggregate intrinsic value of the 1,222,416 options exercisable was $4 with a weighted average exercise price of $6.12 and a weighted average remaining contractual term of 6.7 years; and the aggregate intrinsic value of the 2,197,452 options vested or expected to vest was $96 with a weighted average exercise price of $3.63 and a weighted average remaining contractual term of 7.7 years.

The following table summarizes unvested stock options outstanding as of December 31, 2009 as well as activity during the year then ended:

 

		Unvested Options
		Options			Weighted Average Grant-Date Fair Value
Outstanding at January 1		1,252,167			$	2.60
Granted		595,000				0.44
Cancelled		(296,250	)			3.13
Vested		(315,333	)			3.52
Outstanding at December 31		1,235,584			$	1.20

Compensation cost from nonvested stock granted to employees is recognized as expense using the straight-line method over the vesting period. As of December 31, 2009, total unrecognized compensation cost related to nonvested stock options was approximately $186. Approximately half of this cost is expected to be recognized over the next year, with the remainder primarily over the subsequent two years. For 2009 and 2008, our total stock-based compensation (credit) expense was approximately $(256) and $263, respectively.

 

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Income Taxes—We account for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded when appropriate to reduce deferred tax assets to amounts expected to be realized.

Statement of Cash Flows—Cash paid for interest was $625 and $409 for 2009 and 2008, respectively. Cash paid for income taxes net of amounts refunded was $66 in 2009 and $77 in 2008. We had accrued capital expenditures of $16 and $581 at December 31, 2009 and 2008, respectively.

Foreign Currency Translation—We have subsidiaries operating in the United Kingdom, Germany and India at December 31, 2009. The functional currency of these operations is the local currency. Gains and losses on transactions denominated in currencies other than the functional currency are included in determining net (loss) income for the period in which the exchange rates change. Foreign exchange transaction gains or losses were not material for any period presented. Balance sheet accounts of international subsidiaries are translated at the year-end exchange rate, and income statement accounts are translated at the average rates prevailing during the year. The resulting translation adjustment is recorded as a component of shareholders’ equity.

Foreign Currency Exchange Risk—Approximately 25% and 17% of our consolidated revenues during 2009 and 2008 were associated with operations outside of the United States. December 31, 2009, 39% of our consolidated assets were associated with operations outside of the United States compared to 12% at December 31, 2008 The U.S. dollar balance sheets and statements of operations for these businesses are subject to currency fluctuations. We are most vulnerable to fluctuations in the British pound, Euro and Indian rupee against the U.S. dollar. Historically, we have not entered into derivative financial instruments to mitigate this risk, as it has not been cost-effective to do so. Through 2009, the impact of currency fluctuations on our results of operations has not been significant since both revenues and operating costs of these businesses are denominated in local currency.

Segment Reporting—Operating segments are defined by the Segments Topic of the FASB Accounting Standards Codification. Our chief operating decision maker currently operates one operating segment and the expense structure of the business is managed functionally. Our measure of segment profit is consolidated operating income.

Our revenue, aggregated by service offering, is as follows for each of the two years ended December 31, 2009 and 2008:

 

		2009			2008
Transaction processing		$	47,212		$	63,517
Data reporting			11,661			31,908
Transaction and other revenues			58,873			95,425
Client reimbursements			470			798
Total		$	59,343		$	96,223

 

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The following is a geographic breakdown of revenues for the years ended December 31, 2009 and 2008, and a geographic breakdown of long-lived assets at December 31, 2009 and 2008:

 

		2009			2008
Revenues:
United States		$	44,393		$	79,926
Germany			9,662			8,923
Other International			5,288			7,374
		$	59,343		$	96,223
Long-Lived Assets:
United States		$	6,386		$	15,467
Germany			338			445
Other International			272			300
		$	6,996		$	16,212

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates.

Recent Accounting Pronouncements—

Certain Revenue Arrangement That Include Software Elements—In October 2009, the FASB issued guidance that changed the accounting model for revenue arrangements that include both tangible products and software elements. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We do not elect to adopt this guidance early and do not expect that the implementation of this guidance will have a material effect on our consolidated financial position and results of operations.

Codification and the Hierarchy of Generally Accepted Accounting Principles—In June 2009, the FASB issued guidance that identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This guidance was effective for financial statements issued for interim and annual periods ending after September 15, 2009 and did not have a material effect on our consolidated financial position and results of operations.

Accounting for transfers of financial assets—In June 2009, the FASB issued accounting guidance that in part, amended the derecognition guidance to eliminate the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. This guidance is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. We do not expect that the implementation of this guidance will have a material effect on our consolidated financial position and results of operations.

Consolidation of variable-interest entities—In June 2009, the FASB issued accounting guidance that amends the consolidation guidance applicable to variable interest entities. The provisions of the new guidance significantly affect the overall consolidation analysis under the previous guidance. This guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009. We do not expect that the implementation of this guidance will have a material effect on our consolidated financial position and results of operations.

 

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Subsequent events—In May 2009, the FASB issued accounting guidance that establishes general standards of accounting for and disclosures of subsequent events that occurred after the balance sheet date but prior to the issuance of financial statements. This guidance is effective for financial statements issued for interim or fiscal years ending after June 15, 2009. The adoption of this standard did not have a material effect on our consolidated financial position and results of operations.

Recognition and presentation of other-than-temporary impairments—In April 2009, the FASB issued accounting guidance on the recognition and presentation of other-than-temporary impairments. This new guidance amends the existing impairment guidance relating to certain debt securities and requires a company to assess the likelihood of selling the security prior to recovering its cost basis. When a security meets the criteria for impairment, the impairment charges related to credit losses would be recognized in earnings, while non-credit losses would be reflected in other comprehensive income. This guidance is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material effect on our consolidated financial position and results of operations.

Interim disclosures about fair value of financial instruments—In April 2009, the FASB issued accounting guidance that requires that the fair value disclosures previously required on an annual basis be included for interim reporting periods. We adopted this guidance on April 1, 2009. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The adoption of this guidance did not have a material effect on our consolidated financial position and results of operations.

Determination of the Useful Life of Intangible Assets—In April 2008, the FASB issued guidance which provides for additional considerations to be used in determining useful lives and requires additional disclosure regarding renewals. The adoption of this guidance on January 1, 2009 did not have a material effect on our consolidated financial statements.

Fair value measurements—In September 2006, the FASB issued accounting guidance on fair value measurements, which provides a common definition of fair value and a framework for measuring assets and liabilities at fair values when a particular standard prescribes it. In addition, this guidance expands disclosures about fair value measurements. In February 2008, the FASB issued additional guidance that (1) deferred the effective date of the original guidance for one year for certain nonfinancial assets and nonfinancial liabilities and (2) removed certain leasing transactions from the scope of the original guidance. We did not elect to present our nonfinancial assets and liabilities at their fair value.

Business combinations and noncontrolling interests in consolidated financial statements—In December 2007, the FASB issued accounting guidance on business combinations and noncontrolling interests in consolidated financial statements. The guidance on business combinations requires the acquiring entity in a business combination to recognize the assets acquired and liabilities assumed. Further, it also changes the accounting for acquired in-process research and development assets, contingent consideration, partial acquisitions and transaction costs. Under the guidance on noncontrolling interests, all entities are required to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. In addition, transactions between an entity and noncontrolling interests will be treated as equity transactions. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. Our adoption of this guidance did not have a material effect on our consolidated financial statements.

 

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3. COMMITMENTS AND CONTINGENCIES

Lease Obligations—We lease certain facilities and equipment under noncancelable operating lease agreements which expire at various times through 2019. Some of these leases contain renewal options under various terms. Future minimum annual lease payments under the related noncancelable operating leases and future sublease income at December 31, 2009 are as follows:

 

		Gross			Sub-lease income			Net
2010		$	2,972		$	639		$	2,333
2011			2,011			377			1,634
2012			1,698			—			1,698
2013			1,108			—			1,108
2014			940			—			940
Thereafter			4,850			—			4,850
Total		$	13,579		$	1,016		$	12,563

Rental expense for 2009 and 2008 was $2,240 and $3,220, respectively. The decrease in rent expense is primarily related to reducing our space and rental rate in Atlanta.

Employment Agreements—We have entered into employment agreements with certain key executives. The agreements provide for compensation and benefits through the expiration of the individual agreement upon termination of employment, other than by the employee voluntarily or by us for cause. Minimum commitments under these agreements are $1.7 million for 2010. In 2008, we recorded $1.7 million in compensation expense related to amounts due to our previous chief executive officer and president pursuant to the terms of his employment agreement, as amended, which is included included in our minimum commitments related to our employment agreements to be paid in 2010.

Litigation—We are involved in a few claims incidental to our business. In the opinion of management, the ultimate resolution of such claims will not have a material effect on our financial position, liquidity, or results of operations.

Savings Plan—In the U.S., we sponsor a 401(k) profit-sharing plan (the “Plan”) under which substantially all full-time employees are eligible to participate. Participants are also eligible to receive a discretionary match. In 2009, as part of a program to reduce our cost structure, we decided not to provide funding for the 401K program in the U.S. The reversal of the 2008 amounts accrued for the 401K program funding resulted in a credit to employee related expenses of $294 for 2009. Total expense recognized under the Plan was $414 for 2008.

In the United Kingdom, Germany and India, we participate in defined-contribution plans. Total expense recognized under these plans was $120 and $91 in 2009 and 2008, respectively.

4. DEBT

Debt consists of the following as of December 31, 2009 and 2008:

 

		Maturity Date		2009			2008
Note payable		April 2011		$	1,750		$	2,917
Revolver		April 2011			1,600			3,400
Total					3,350			6,317
Less current maturities					1,167			1,167
Long-term debt				$	2,183		$	5,150

 

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Our note payable relates to the acquisition of certain assets and the assumption of certain liabilities of Hi-Mark, LLC. Hi-Mark is principally owned by Kevin Austin, our Executive Vice President of Product Architecture. Our quarterly principal payments are approximately $300 plus interest at a fixed annual rate of 8.0%. This note matures in April 2011, but all remaining amounts would become immediately due and payable upon a change in control (as defined in the Note Amendment) of TRX. During 2009, we made principal and interest payments of $1,168 and $198, respectively, compared to $2,332 and $317, respectively, during 2008.

Our credit agreement with ACB provides for a senior secured revolving credit facility with aggregate principal commitments not to exceed $10,000, which includes a $2,000 letter of credit subfacility. Any outstanding letters of credit on this subfacility reduce the borrowing capacity of the credit agreement. A loan under the credit agreement may be a Base Rate loan or a LIBOR loan, at the option of TRX. Interest under the credit agreement accrues at an interest rate indexed to the prime rate as announced publicly by ACB from time to time (the “Base Rate”) or LIBOR (plus 1.75% for Base Rate loans and 3.00% for LIBOR loans) for the revolving credit facility, with a minimum borrowing rate of 4.25%. For letters of credit, the letter of credit fee is equal to the Applicable Rate (as defined in the credit agreement) times the daily amount available to be drawn under the letter of credit. Overdue amounts bear a fee of 2% per annum above the rate applicable to these amounts. We capitalized $215 of issuance cost related to this facility and our letter of credit, which is amortized as interest expense over the specific terms of the facility and letter of credit.

The Credit Agreement requires us to meet certain financial tests including a consolidated leverage ratio, and a fixed charge coverage ratio. The Credit Agreement also contains additional covenants which, among other things, require us to deliver to ACB specified financial information, including annual and quarterly financial information, and limit our ability to (or to permit any subsidiaries to), subject to various exceptions and limitations, (i) merge with other companies, (ii) create liens on our property, (iii) incur debt obligations, (iv) enter into transactions with affiliates, except on an arms-length basis, or (v) dispose of property.

BCD Holdings N.V. (“BCD Holdings”), the parent of our majority shareholder, is the guarantor to our credit agreement. We pay BCD Holdings a guarantee fee of 250-350 basis points, depending on borrowing levels under the Credit Agreement.

Our financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our ability to continue as a going concern is dependent on having sufficient liquidity for our operations. As of December 31, 2009, we are in compliance with all financial covenants in the Credit Agreement, $6,900 was available for borrowing, there were $1,600 of borrowings against the facility and there was a $1,500 letter of credit against this facility related to the lease of our Atlanta office. As of December 31, 2009, the interest rate on our outstanding borrowings was 4.25%. We expect to remain in compliance with all financial covenants over the remaining term of our revolving credit facility with ACB, however, we acknowledge that market conditions remain uncertain, and, as such, can provide no assurances that we will remain in compliance. We monitor our expected debt compliance and believe we would have time to further reduce our expenses and/or capital expenditures if needed to remain in compliance. If we are not successful in maintaining our debt compliance the lender is entitled to enforce the guarantee under our credit facility. Management believes its additional sources of liquidity include but are not limited to, generating positive operating cash flows, generating working capital through our clients and/or vendors, refinancing our debt, or selling assets. Management cannot provide assurance that we will be successful in executing one or more of these liquidity initiatives in order to continue as a going concern.

The maturities for our debt are as follows:

 

2010			1,167
2011			2,183
Long-term debt		$	3,350

 

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5. INCOME TAXES

Our domestic and foreign (loss) income before income taxes for 2009 was $(46,300) and $2,278, respectively. Our domestic and foreign income before income taxes for 2008 was $1,586 and $2,890, respectively.

For the years ended December 31, 2009 and 2008, income tax (benefit) provision is comprised of the following:

 

		2009				2008
Current		$	701			$	69
Deferred			(724	)			705
Total		$	(23	)		$	774

Deferred taxes are as follows at December 31, 2009 and 2008:

 

		2009				2008
Current deferred tax assets:
Accruals		$	706			$	1,245
Allowance for doubtful accounts			147				66
Deferred revenue			329				122
Total current deferred tax assets			1,182				1,433
Noncurrent deferred tax assets:
Net operating loss carryforwards—U.S.			15,725				12,785
Net operating loss carryforwards—foreign			2,822				2,995
Intangible assets			5,052				—
Property and equipment			337				—
Stock compensation			366				452
Charitable contribution carryforward			3				1
Indian adjustment			7				6
Indian MAT credit carryforward			159				47
Alternative minimum tax credit (“AMT”) carryforward			168				168
Total noncurrent deferred tax assets			24,639				16,454
Deferred tax liabilities:
Intangible assets			—				705
Property and equipment			—				158
Total deferred tax liabilities			—				863
Net deferred tax assets			25,821				17,024
Valuation allowance			(25,802	)			(17,729	)
Net deferred tax assets (liabilities)		$	19			$	(705	)

Deferred tax expense for 2008 and our deferred tax liability as of December 31, 2008 includes an adjustment of $400 to increase our deferred tax valuation allowance which should have been recorded in 2007. Such adjustment was not material to any prior quarterly or annual periods.

At December 31, 2009 and 2008, U.S. federal net operating losses of $43,219 and $35,316, respectively, are available to offset future taxable income, and expire beginning in 2021 and continuing through 2029. U.S. state net operating losses of $62,427 and $54,685 are available to offset future state taxable income, and expire beginning in 2020 and continuing through 2029. Foreign net operating losses of $10,516 and $11,935 are available to offset future taxable income, and have expirations ranging from 8 years (with expiration beginning in

 

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2015) to indefinite. At both December 31, 2009 and 2008, AMT credit carryforwards of $168 are available and can be carried forward indefinitely. At December 31, 2009 and 2008, Indian Minimum Alternative Tax (“MAT”) credit carryforwards of $159 and $48, respectively, are available and can be carried forward indefinitely. We do not provide for deferred taxes on the excess of the financial reporting over the tax basis in our investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. As it is our intent to reinvest the earnings of our non-US subsidiaries in those operations, it is not required to provide deferred taxes on any excess. It is not practicable to determine the amount of the unrecognized deferred tax liability for temporary differences related to our investments in foreign subsidiaries.

A reconciliation of income taxes at the federal statutory rate to the tax provision recorded by us for 2009 and 2008 is as follows:

 

		2009			2008
Federal income tax benefit at statutory rate		34.0	%		34.0	%
State income taxes—net of federal benefit		0.9			2.2
Impairment of goodwill		(16.8	)		—
Other		(0.5	)		44.1
Change in deferred tax asset valuation allowance		(17.7	)		(63.0	)
		(0.1	)%		17.3	%

The valuation allowance was recorded because management is unable to conclude that it is more likely than not that our net deferred tax assets will be realized in the U.S. and certain foreign jurisdictions.

India has a tax holiday arrangement with the Indian government that exempts it from the 30% standard income tax rate until March 31, 2011. The aggregate dollar effect of the tax holiday as of December 31, 2009 and December 31, 2008 is 369 and 189 respectively. We are, however, subject to the minimum tax regime in the country.

The evaluation of an uncertain tax position is a two-step process of recognition and measurement. We recognize the benefit of an uncertain tax position if we determine that the position will be more likely than not to be sustained, based on the technical merits of the position. We measure the amount of the benefit at the largest amount that is more than 50% likely of being recognized upon settlement.

Total unrecognized tax benefits as of December 31, 2009 were $1,107; however the majority of this amount is offset by available net operating loss carryforwards.

A reconciliation of unrecognized tax benefits for 2009 and 2008 is presented in the table below.

 

		2009				2008
Unrecognized tax benefits, January 1		$	424			$	393
Increase related to prior year’s unrecognized income tax benefits			694				31
Cumulative translation adjustment			(11	)			—
Unrecognized income tax benefits, December 31		$	1,107			$	424

Of this amount, $573 would impact the effective income tax rate if we were to recognize the benefit of such positions.

We are currently being audited in the jurisdiction in which these unrecognized tax benefits reside. We expect that the audit will be completed during the next 12 months and that $943 of the unrecognized tax benefits will be settled during that period.

 

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We account for accrued interest and penalties related to unrecognized tax benefits as income tax expense and reflect accrued interest as part of unrecognized tax benefit. At December 31, 2009 and 2008, we had accrued interest of $9 and $0, respectively. We had no accrued penalties recorded at December 31, 2009 and 2008 due to the existence of net operating loss carryforwards to offset any unrecognized tax benefits.

The following summarizes the open tax years by jurisdiction as of December 31, 2009:

 

Jurisdiction		Open Tax Years
Federal		2006-2009
Georgia		2006-2009
Florida		2006-2009
South Carolina		2006-2009
Texas		2005-2009
Virginia		2006-2009
West Virginia		2006-2009
United Kingdom		2008-2009
Germany		2004-2009
India		2007-2009

Our last federal audit was for the 2004 tax year, and it was concluded in 2007. We are not currently under audit domestically as of December 31, 2009. We are currently under audit in Germany for the 2004-2006 tax years. We are not under audit for any other international jurisdictions as of December 31, 2009.

6. SHAREHOLDERS’ (DEFICIT) EQUITY

Stock Options—We have two stock-based employee compensation plans. The TRX, Inc. Omnibus Incentive Plan (the “Stock Plan”) was amended upon our initial public offering in September 2005 to, among other things, increase the number of shares available for issuance to employees from 1.3 million to 3.3 million and to expand the types of awards permitted to be made. The Stock Plan allows the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. Option awards are generally granted with an exercise price equal to the fair market value of our stock at the date of grant; those option awards generally vest ratably over four years and have 10-year contractual terms. Certain option awards provide for accelerated vesting if there is a change of control (as defined in the Stock Plan). In addition our Employee Stock Purchase Plan (“ESPP”) has 500,000 shares reserved for issuance. As of December 31, 2009, 217,072 shares have been issued under our ESPP. See Note 2 for further information about our stock options.

Preferred Stock—We are authorized to issue up to 10,000,000 shares of preferred stock, par value $.01 per share. As of December 31, 2009 and 2008, no preferred stock was outstanding.

7. RELATED-PARTY TRANSACTIONS

BCD Travel is majority-owned by the parent of our majority shareholder, BCD Holdings. In June 2008, we and BCD Travel provided mutual notice of the parties’ intent not to renew the Amended and Restated Master Agreement by and between TRX Technology and BCD Travel (the “Master Agreement”). Effective January 1, 2009, the Master Agreement was extended for the period January 1, 2009 through August 31, 2009 for reservation processing services only. The provisions of the Master Agreement expired on December 31, 2008 with regard to all other services covered by that agreement. A separate three year agreement with an effective date of January 1, 2009 was entered into between the parties for online booking services, which had previously been covered under the Master Agreement. During 2009 and 2008, we recognized transaction and other revenues from BCD Travel, totaling $3,338 and $7,167, respectively. At December 31, 2009 and 2008, respectively, $202 and $1,392 was receivable from BCD Travel.

 

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Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

Item 9A(T).

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, concluded an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934 as of December 31, 2009. Our evaluation tested controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, as of December 31, 2009, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”). Based on our evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

 

Item 9B.

Other Information

None.

 

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PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this section will be set forth in our Proxy Statement for the 2010 Annual Meeting of Stockholders in the sections entitled “Proposal 1—Election of Directors,” “Executive Officers and Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance. Such information is incorporated herein by reference.

Code of Ethics

We have adopted the TRX, Inc. Code of Business Conduct and Ethics, which applies to all of our employees, officers and directors. The Code of Business Conduct and Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (who is both our principal financial and principal accounting officer), as well as all other employees, as indicated above. The Code of Business Conduct and Ethics also meets the requirements of a code of conduct under the NASDAQ listing standards. The Code of Business Conduct and Ethics is posted on our website at www.trx.com under the links “Investor Center—Corporate Governance—Conduct.” We intend to disclose any amendments to the Code of Business Conduct and Ethics, as well as any waivers for executive officers or directors, on our website at www.trx.com.

 

Item 11.

Executive Compensation

Information required by this Item 11 relating to executive compensation and other matters is set forth under the captions “Executive Compensation” and “Non-Employee Director Compensation” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to ownership of our common stock is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference. Information regarding securities authorized for issuance under our equity compensation plans is set forth under the caption “Equity Compensation Plan Information” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Information relating to existing or proposed relationships or transactions between us and any of our affiliates is set forth under the caption “Certain Relationships and Related Transactions” and “Corporate Governance” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

Item 14.

Principal Accountant Fees and Services

Information relating to our principal accountant’s fees and services is set forth under the caption “Principal Accountant Fees and Services” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

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PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report.

1. Consolidated Financial Statements

Our consolidated financial statements are set forth in “Item 8—Financial Statements and Supplementary Data” of this report.

2. Financial Statement Schedules

All schedules to our consolidated financial statements have been omitted because they are not required under the related instruction or are inapplicable, or because we have included the required information in our consolidated financial statements or related notes.

3. Exhibits

The exhibits filed as part of the Annual Report on Form 10-K and listed on the Exhibit Index immediately preceding such exhibits, which Exhibit Index is incorporated in this Item 15 by reference.

(b) Exhibits

See Item 15(a) (3) above.

(c) Financial Statement Schedules

See Item 15(a) (2) above.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints H. Shane Hammond and David D. Cathcart, and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K for the calendar year ended December 31, 2009, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/    H. SHANE HAMMOND         H. Shane Hammond		President, Chief Executive Officer (principal executive officer)		March 9, 2010
/s/    DAVID D. CATHCART         David D. Cathcart		Chief Financial Officer and Treasurer (principal financial and accounting officer)		March 9, 2010
/s/    NORWOOD H. (“TRIP”) DAVIS, III         Norwood H. (“Trip”) Davis, III		Chairman of the Board and Director		March 9, 2010
/s/    JOHAN G. (“JOOP”) DRECHSEL         Johan G. Drechsel		Director		March 9, 2010
/s/    MARK R. BELL         Mark R. Bell		Director		March 9, 2010
/s/    JOHN F. DAVIS, III         John F. Davis, III		Director		March 9, 2010
/s/    JOHN A. FENTENER VAN VLISSINGEN         John A. Fentener van Vlissingen		Director		March 9, 2010
/s/    WILLIAM A. CLEMENT, JR. William A. Clement, Jr.		Director		March 9, 2010

 

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TRX, INC.

FORM 10-K

 

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of TRX, Inc. (filed as Exhibit 3.3 to Amendment No. 3 to our Registration Statement on Form S-1, filed on July 11, 2005 and incorporated herein by reference).
3.2		Amended and Restated Bylaws of TRX, Inc. (filed as Exhibit 3.4 to Amendment No. 3 to our Registration Statement on Form S-1, filed on July 11, 2005 and incorporated herein by reference).
4.1		Specimen Common Stock certificate (filed as Exhibit 4.1 to Amendment No. 4 to our Registration Statement on Form S-1, filed on July 27, 2005 and incorporated herein by reference).
10.1		Letter Agreement, dated December 31, 2004, by and among BCD Technology, S.A. and Norwood H. Davis, III, Davis Family Holdings, LLC and Davis Family Holdings II, LLC (filed as Exhibit 10.5 to our Registration Statement on Form S-1, filed on May 9, 2005 and incorporated herein by reference).
10.2		Credit Agreement, dated May 30, 2008, by and between TRX, Inc. and Atlantic Capital Bank (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on August 14, 2008 and incorporated herein by reference).
10.3		First Amendment to Credit Agreement by and between TRX, Inc. and Atlantic Capital Bank, effective December 3, 2008 (filed as Exhibit 10.3 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).
10.4		Second Amendment to Credit Agreement by and between TRX, Inc. and Atlantic Capital Bank, effective October 19, 2009.†
10.5		Promissory Note made by TRX, Inc. in favor of Hi-Mark, LLC, dated January 11, 2007 (filed as Exhibit 10.4 to our Annual Report on Form 10-K, filed on February 21, 2007 and incorporated herein by reference).
10.6		First Amendment to the Promissory Note made by TRX, Inc. in favor of Hi-Mark, LLC, dated as of November 7, 2008 (filed as Exhibit 10.5 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).
10.7		Services Agreement, dated December 23, 2002, by and between American Airlines, Inc. and TRX Fulfillment Services, LLC (filed as Exhibit 10.17 to Amendment No.1 to our Registration Statement on Form S-1, filed on June 17, 2005 and incorporated herein by reference).*
10.8		Amendment #1 to Services Agreement between TRX Fulfillment Services, LLC and American Airlines, Inc., dated February 1, 2006 (filed as Exhibit 10.8 to our Annual Report on Form 10-K, filed on March 11, 2008 and incorporated herein by reference).*
10.9		Amendment II to Services Agreement between TRX Fulfillment Services, LLC and American Airlines, Inc., effective July 1, 2008 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on November 14, 2008 and incorporated herein by reference).*
10.10		Amended and Restated Agreement for the Provision of Services, dated December 1, 2005, by and between TRX, Inc. and American Express Travel Related Services Company, Inc. (filed as Exhibit 10.7 to our Annual Report on Form 10-K, filed on February 22, 2006 and incorporated herein by reference).*
10.11		Amendment #1 to TRX, Inc. Amended and Restated Agreement for the Provision of Services between TRX, Inc. and American Express Travel Related Service Company, Inc., dated October 23, 2007 (filed as Exhibit 10.10 to our Annual Report on Form 10-K, filed on March 11, 2008 and incorporated herein by reference).*

 

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Exhibit No.		Description
10.12		Amendment #2 to Amended and Restated Agreement for the Provision of Services between TRX, Inc. and American Express Travel Related Services Company, Inc., effective January 1, 2008 (filed as Exhibit 10.11 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).*
10.13		Amendment #3 to Amended and Restated Agreement for the Provision of Services between TRX, Inc. and American Express Travel Related Services Company, Inc., effective October 1, 2008 (filed as Exhibit 10.12 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).*
10.14		Amendment #4 to Amended and Restated Agreement for Provision of Services between TRX, Inc. and American Express Travel Related Services Company, Inc., effective September 1, 2008 (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on May 20, 2009 and incorporated herein by reference).*
10.15		Master Services Agreement between Expedia, Inc. and TRX, Inc., dated January 1, 2007 (filed as Exhibit 10.15 to our Annual Report on Form 10-K, filed on February 21, 2007 and incorporated herein by reference).*
10.16		Amendment # 1 to Master Services Agreement between Expedia, Inc. and TRX, Inc., dated March 30, 2007 (filed as Exhibit 10.46 to our Quarterly Report on Form 10-Q, filed on May 10, 2007 and incorporated herein by reference).*
10.17		Letter of Amendment to the Master Services Agreement between TRX, Inc. and Expedia, Inc., effective March 3, 2009 (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q, filed on May 20, 2009 and incorporated herein by reference).*
10.18		Second Letter of Amendment to the Master Services Agreement between TRX, Inc. and Expedia, Inc., effective January 1, 2010.†*
10.19		CORREX Services Agreement between Hogg Robinson Plc and TRX Europe Ltd., dated April 1, 2006 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on May 20, 2009 and incorporated herein by reference).*
10.20		Amendment to CORREX Services Agreement between Hogg Robinson Plc and TRX Europe Ltd., effective January 1, 2009 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 20, 2009 and incorporated herein by reference).*
10.21		Amended and Restated Master Agreement dated January 1, 2006 by and between TRX Technology Services, L.P. and World Travel Partners I, LLC (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on May 4, 2006 and incorporated herein by reference).*
10.22		Amendment 3 to the Amended and Restated Master Agreement between TRX Technology Services, L.P. and BCD Travel USA LLC (formerly known as WorldTravel Partners I, LLC), effective as of January 1, 2009 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on August 14, 2009 and incorporated herein by reference).*
10.23		Employment Contract between Norwood H. Davis, III and TRX, Inc., dated December 31, 2004 (filed as Exhibit 10.24 to our Registration Statement on Form S-1, filed on May 9, 2005 and incorporated herein by reference).
10.24		First Amendment to Employment Contract between Norwood H. Davis, III and TRX, Inc., dated August 26, 2005 (filed as Exhibit 10.65 to Amendment No. 8 to our Registration Statement on Form S-1, filed on September 9, 2005 and incorporated herein by reference).
10.25		Second Amendment to Employment Contract between Norwood H. Davis, III and TRX, Inc., dated June 30, 2006 (filed as Exhibit 10.1 to our Current Report on Form 8-K, filed June 30, 2006 and incorporated herein by reference).

 

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Exhibit No.		Description
10.26		Third Amendment to Employment Contract between Norwood H. Davis, III and TRX, Inc., dated April 5, 2007 (filed as Exhibit 10.1 to our Current Report on Form 8-K, filed April 5, 2007 and incorporated herein by reference).
10.27		Fourth Amendment to Employment Contract between Norwood H. Davis, III and TRX, Inc., dated January 10, 2008 (filed as Exhibit 10.1 to our Current Report on Form 8-K, filed January 11, 2008 and incorporated herein by reference).
10.28		Fifth Amendment to Employment Contract between Norwood H. Davis, III and TRX, Inc., dated December 10, 2008 (filed as Exhibit 10.26 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).
10.29		Employment Contract between H. Shane Hammond and TRX, Inc., dated December 10, 2008 (filed as Exhibit 10.32 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).
10.30		Employment Contract between David Cathcart and TRX, Inc., dated July 1, 2005 (filed as Exhibit 10.27 to our Annual Report on Form 10-K, filed on February 21, 2007 and incorporated herein by reference).
10.31		First Amendment to Employment Contract between David Cathcart and TRX, Inc., dated November 15, 2006 (filed as Exhibit 10.28 to our Annual Report on Form 10-K, filed on February 21, 2007 and incorporated herein by reference).
10.32		Second Amendment to Employment Contract between David Cathcart and TRX, Inc., dated December 31, 2008 (filed as Exhibit 10.31 to our Annual Report on Form 10-K, filed on February 23, 2009 and incorporated herein by reference).
10.33		Employment Contract between Kevin Austin and TRX, Inc, dated December 7, 2006 (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q, filed on May 20, 2009 and incorporated herein by reference).
10.34		First Amendment to Employment Contract between Kevin Austin and TRX, Inc., dated December 31, 2008 (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q, filed on May 20, 2009 and incorporated herein by reference).
10.35		Office Lease, dated June 25, 2008, by and between TRX, Inc. and NNN Park Central, LLC et. al. (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on August 14, 2008 and incorporated herein by reference).
10.36		TRX, Inc. Omnibus Incentive Plan (filed as Exhibit 10.32 to our Annual Report on Form 10-K, filed February 22, 2006 and incorporated herein by reference).
10.37		TRX, Inc. Employee Stock Purchase Plan. (filed as Exhibit 10.59 to Amendment No. 3 to our Registration Statement on Form S-1, filed on July 11, 2005 and incorporated herein by reference).
10.38		TRX, Inc. Executive Annual Incentive Plan (filed as Exhibit 10.37 to our Annual Report on Form 10-K, filed February 22, 2006 and incorporated herein by reference).
10.39		Asset Purchase Agreement by and among TRX, Inc., Hi-Mark, LLC, Hi-Mark Travel Systems, Inc., Integrated Profitmark Corporation, LLC and the Owner Entity Shareholders, dated December 7, 2006 (filed as Exhibit 10.44 to our Annual Report on Form 10-K, filed on February 21, 2007 and incorporated herein by reference).*
10.40		Asset Purchase Agreement by and among Travel Analytics, Inc., Scott Gillespie, Kristina O. Gillespie and TRX, Inc., dated August 2, 2006 (filed as Exhibit 10.45 to our Annual Report on Form 10-K, filed on February 21, 2007 and incorporated herein by reference).*
21.1		Subsidiaries of the Registrant.†
23.1		Consent of Deloitte & Touche LLP.†
24.1		Power of Attorney (included with signature page hereto).

 

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Exhibit No.		Description
31.1		Certification of H. Shane Hammond, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
31.2		Certification of David Cathcart, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1		Section 906 Principal Executive Officer and Principal Financial Officer Certification.‡

 

†	Filed herewith.

‡	Furnished herewith.

*	Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

 

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