Travelzoo 2010 Annual Report Download

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L
TRA
VEZOO
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ZOO
NASDAQ: TZOO
2010 Annual Report
2011 Proxy Statement

Table of contents

  • Page 1
    TRAVELZ OO NASDAQ: TZOO 2010 Annual Report 2011 Proxy Statement

  • Page 2
    ... business hours at Travelzoo's principal executive offices, located at 590 Madison Avenue, 37th Floor, New York, New York 10022, for ten days prior to the meeting. A stockholder may examine the list for any legally valid purpose related to the meeting. On behalf of the entire Board of Directors...

  • Page 3
    ...a.m., local time, at The Warwick Hotel, 65 West 54th Street, New York, New York 10019, for the following purposes: 1. To elect five directors for terms expiring in 2012; 2. To approve the issuance of shares of common stock on exercise of options granted to the Company's Chief Executive Officer under...

  • Page 4
    ... were 16,461,553 shares of our common stock outstanding. Where and when is the Annual Meeting? The Annual Meeting of Stockholders will take place on June 2, 2011 at The Warwick Hotel, 65 West 54th Street, New York, New York 10019. The meeting will begin at 10:00 a.m. local time. What am I voting...

  • Page 5
    ... 31, 2011. Azzurro Capital Inc. has indicated that it intends to vote in favor of all of the director nominees, in favor of approval of the issuance of shares of common stock on exercise of options granted to our Chief Executive Officer, in favor of approval of the Company's executive compensation...

  • Page 6
    ... to file on or before June 6, 2011. You can obtain a copy of the Form 8-K by logging on to Travelzoo's investor relations website at www.travelzoo.com/ir, by calling the Securities and Exchange Commission at (800) SEC-0330 for the location of the nearest public reference room, or through the EDGAR...

  • Page 7
    ... board of trustees for the Rhodes University Trust, USA. Areas of Mr. Neale-May's relevant experience: Brand strategy, public relations, marketing, international management. Kelly M. Urso has served as a Director since February 1999. Since 2003, Ms. Urso has been a principal at K. M. Urso & Company...

  • Page 8
    ... event there is any change in the number of shares of outstanding common stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event. Transfer Restrictions The Option is not transferable by Mr. Loughlin...

  • Page 9
    ... named executive officers' total compensation for 2010 was in the form of performance-based compensation based on the achievement of quarterly corporate financial measures such as revenue, operating income and the number of subscribers to the Company's publications. The Board of Directors strongly...

  • Page 10
    ... of all SEC filings, press releases and other broadly disseminated correspondence. Nominating Committee Travelzoo does not have a nominating committee of the Board of Directors. Since it is a "Controlled Company" as referred to above, such a committee is not required. Through its share ownership...

  • Page 11
    ..., correspondence should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent "c/o Corporate Secretary" at Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, NY 10022. All...

  • Page 12
    ... Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC. The committee has not yet selected Travelzoo's independent auditors for fiscal year 2011...

  • Page 13
    ... 31, 2011 by (a) each director and nominee, (b) each named executive officer, (c) all executive officers and directors as a group, and (d) each person known by the Company, as of December 31, 2010, to beneficially own more than 5% of the outstanding shares of common stock of the Company. In general...

  • Page 14
    ... address and location specified above. A copy of the code of ethics is also available in print to stockholders and interested parties without charge upon written request delivered to our Corporate Secretary at Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, NY 10022. Executive Compensation...

  • Page 15
    ... increased the annual salary of Ms. Shirley Tafoya in 2010 from $518,010 to $530,000, effective July 1, 2010. Pursuant to the terms of Mr. Christopher Loughlin's employment agreement entered into on November 18, 2009 under which Mr. Loughlin became the Company's Chief Executive Officer beginning on...

  • Page 16
    ...100% of the Canada Top 20 Subscribers target; and • There are not more than two customers that account for 10% or more of the Company's worldwide consolidated revenues for the quarter and no single customer accounts for more than 17% of the Company's worldwide consolidated revenues for the quarter...

  • Page 17
    ... Board of Directors considered factors such as the quality of Mr. Loughlin's strategic management to ensure the long-term success of the Company, the development of the Company's leadership talent, the quality of the content of the Company's publications, and the development of the Travelzoo brand...

  • Page 18
    ...during 2010, the Chief Executive Officer considered factors such as Mr. Lee's role as an advisor to the CEO on how to improve the Company's financial performance, his initiatives to improve the Company's management information systems, his leadership in the areas of corporate governance and business...

  • Page 19
    ... Mr. Rayner's leadership, adapted to important new technology developments. Mr. Rayner did not receive Discretionary Bonuses for 2010. Pursuant to the terms of Ms. Tafoya's employment agreement dated August 4, 2010 and effective July 1, 2010, Ms. Tafoya is eligible to receive a quarterly Performance...

  • Page 20
    ... personal-benefit perquisites to executives, such as club dues or defraying the cost of personal entertainment. Named executive officers and employees may seek reimbursement for business related expenses in accordance with our business expense reimbursement policy. Employment Agreements. The Company...

  • Page 21
    ... Executive Officer (effective July 1, 2010) Holger Bartel(4) ...Chief Executive Officer (through June 30, 2010) and Chairman of the Board of Directors Wayne Lee ...Chief Financial Officer Max Rayner(5) ...Chief Information Officer Shirley Tafoya(6) ...President, North America 2010 2009 2008 2010...

  • Page 22
    ... earned per the terms of Ms. Tafoya's employment agreement and $2,369 in bonus payments made to eligible employees of the Company as of the end of December 2010. For 2009, amount consists $262,500 of discretionary employee bonus awards and $3,941 in bonus payments made to eligible employees of the...

  • Page 23
    ... Performance Bonus payments under the terms of Ms. Tafoya's employment agreement for the third and fourth quarters of 2010. The business measurements and performance goals for determining the Performance Bonus payout are described in the CD&A. Outstanding Equity Awards at December 31, 2010 Number of...

  • Page 24
    ... options to purchase 300,000 shares of the Company's common stock. The Company provided relocation assistance and is providing a housing allowance to Mr. Loughlin in connection with his move from London to New York City. Mr. Loughlin is also entitled to participate in or receive such benefits...

  • Page 25
    ... indirectly, solicit the Company's customers or employees during the term of her employment and for a period of one year thereafter. Certain Relationships and Related Party Transactions The Company maintains policies and procedures to ensure that our directors, executive officers and employees avoid...

  • Page 26
    ... for professional services rendered for the annual audit of Company's consolidated financial statements and review of the interim consolidated financial statements included in the quarterly reports and audit services rendered in connection with other statutory or regulatory filings. Policy on Audit...

  • Page 27
    ... Annual Report to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies, or requests for a single copy to be delivered to a shared address should be directed to Investor Relations, Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, New York...

  • Page 28
    ... or Organization) 36-4415727 (I.R.S. Employer Identification No.) 590 Madison Avenue, 37th Floor, New York, New York (Address of Principal Executive Offices) 10022 (Zip Code) Registrant's telephone number, including area code: (212) 484-4900 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF...

  • Page 29
    ... Officers and Corporate Governance of the Registrant ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence...Principal Accountant Fees and Services...

  • Page 30
    ...-party websites that list deals published by Travelzoo. We also operate Fly.com, a travel search engine that allows users to quickly and easily find the best prices on flights from hundreds of airlines and online travel agencies. In August 2010, we launched Local Deals, a new service that allows...

  • Page 31
    ..., and Virgin Atlantic. Our revenues are advertising revenues, consisting primarily of listing fees paid by travel companies, entertainment companies and local businesses to advertise their offers on Travelzoo's media properties. Listing fees are based on audience reach, placement, number of listings...

  • Page 32
    ... include real-time listings, real-time updates, and performance tracking. See "- Benefits to Travel, Entertainment and Local Companies" below. • New Advertising Opportunities. The Internet allows advertisers to advertise their sales and specials in a fast, flexible, and cost-effective manner that...

  • Page 33
    ... packagers, other travel suppliers, entertainment and local companies with a fast, flexible, and cost-effective way to reach millions of Internet users. Our publications include the Travelzoo websites, the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, and the Local Deals...

  • Page 34
    ... the local business. Benefits to Consumers Our Travelzoo websites (www.travelzoo.com, www.travelzoo.ca, ww.travelzoo.co.uk, www.travelzoo.de, www.travelzoo.es, www.travelzoo.fr, among others), Travelzoo Top 20 e-mail newsletter, Newsflash, Local Deals, the Travelzoo Network, SuperSearch search tool...

  • Page 35
    ... solutions to existing and new advertisers. Advertisers As of December 31, 2010, our advertiser base included more than 2,000 travel companies, entertainment companies and local businesses, including airlines, hotels, cruise lines, vacations packagers, tour operators, destinations, car rental...

  • Page 36
    ... and entertainment deal publishers. We compete with large online travel agencies like Expedia and Priceline that also offer advertising placements and capture consumer interest. We compete with companies like Groupon and LivingSocial that sell vouchers for deals from local businesses such as spas...

  • Page 37
    ...co.jp, travelzoo.com.au, travelzoo.com.tw, travelzoo.co.uk, travelzoo.de, travelzoo.fr, travelzoo.org, travelzoo.net, weekend.com, and weekends.com, among other domain names, and have registered "Travelzoo" as a trademark in the United States, Canada, the EU, and in various countries in Asia Pacific...

  • Page 38
    ... find it necessary to significantly accelerate expenditures relating to our sales and marketing efforts or otherwise increase our financial commitment to creating and maintaining brand awareness among Internet users and advertisers. If our revenues grow at a slower rate than we anticipate, or if our...

  • Page 39
    ... and services specifically; • payments which we may make to previous stockholders of Travelzoo.com Corporation who failed to submit requests for shares in Travelzoo Inc. within the required time period, or escheat claims related to shares not issued in the Company's merger with Travelzoo.com...

  • Page 40
    ... expenses related to subscriber acquisition and the launch of Fly.com. We intend to continue adding a significant number of subscribers in selected countries in which we operate as we believe this is one of the factors that will allow us to increase our advertising rates and increase our revenues in...

  • Page 41
    ... efforts to promote special offers or other marketing programs. If such events result in a long-term negative impact on the travel, entertainment and local companies, such impact could have a material adverse effect on our business. We will not be able to attract advertisers or Internet users if we...

  • Page 42
    ...travel agencies like Expedia and Priceline that also offer advertising placements and capture consumer interest. We compete with companies like Groupon and LivingSocial that sell vouchers for deals from local businesses such as spas and restaurants. In addition, we compete with newspapers, magazines...

  • Page 43
    ...the operating and stock price performance of other companies that investors may deem comparable to us; and news reports relating to trends in our markets or general economic conditions. In addition, the stock market in general, and the market prices for Internet-related companies in particular, have...

  • Page 44
    ... against us relating to shares not issued in our 2002 merger, including claims which may arise under the current Delaware unclaimed property review. The merger of Travelzoo.com Corporation into the Company became effective on April 25, 2002. Stockholders of Travelzoo.com Corporation were allowed...

  • Page 45
    ... been asserted in respect of any such unissued shares, but it is possible that such claims may be asserted as a result of the review. The Company is unable to predict the outcome of the unclaimed property review. Our internal control over financial reporting may not be effective, and our independent...

  • Page 46
    ...to our New York office, we have several leased offices throughout the U.S. and Canada for our North America operations, including offices in Chicago, Illinois, Dallas, Texas, Las Vegas, Nevada, Los Angeles, California, Miami, Florida, Mountain View, California, San Francisco, California, and Toronto...

  • Page 47
    ... There were no shares of the Company's outstanding common stock repurchased during the year ended December 31, 2010. Performance Graph The following graph compares, for the dates specified, the cumulative total stockholder return for Travelzoo, the NASDAQ Stock Market (U.S. companies) Index (the...

  • Page 48
    ... elsewhere in this report. Overview Travelzoo Inc. is a global Internet media company. We inform over 22 million subscribers worldwide, as well as millions of website users, about the best travel, entertainment and local deals available from thousands of companies. Our deal experts source, research...

  • Page 49
    ...party websites that list deals published by Travelzoo. We also operate Fly.com, a travel search engine that allows users to quickly and easily find and compare the best prices on flights from hundreds of airlines and online travel agencies. In August 2010, we launched Local Deals, a new service that...

  • Page 50
    ... that are past due. Revenues from advertising sold to advertisers through agencies are reported at the net amount billed to the agency. During the third quarter of 2010, the Company started selling vouchers for deals from local businesses such as spas and restaurants. The Company earns a fee for...

  • Page 51
    ...the liability because the amount of cash payments under the program is based in part on the recent level of the stock price at the date valid requests are received. We do not know how many of the requests for shares originally received by Travelzoo.com Corporation in 1998 were valid. We believe that...

  • Page 52
    ... general and administrative expenses as a percentage of revenue may also fluctuate depending on the number of requests received related to a program under which the Company intends to make cash payments to people who establish that they were former stockholders of Travelzoo.com Corporation, and who...

  • Page 53
    ... in revenues from our publications, which includes the Travelzoo website, the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service and the Local Deals e-mail alert service and a $1.2 million increase in revenues from our search products, which consist of SuperSearch and Fly.com. We...

  • Page 54
    ...co-location services, depreciation and maintenance of network equipment, payments made to third-party partners of the Travelzoo Network, fees we pay related to user searches on Fly.com, amortization of capitalized website development costs, credit card fees associated with vouchers that we sell, and...

  • Page 55
    ...payments made to third-party partners of the Travelzoo Network. Operating Expenses Sales and Marketing Sales and marketing expenses consist primarily of advertising and promotional expenses, salary expenses associated with sales, marketing, and production staff, expenses related to our participation...

  • Page 56
    ... in our general and administrative expenses. Subscriber Acquisition The table set forth below provides for each quarter in 2008, 2009, and 2010, an analysis of our average cost for acquisition of new subscribers for our Travelzoo Top 20 newsletter and our Newsflash e-mail alert service for our North...

  • Page 57
    ... cost per acquisition of a new subscriber ("CPA") in 2009 compared to 2008 and a decrease in CPA in the second, third and fourth quarters of 2010 from the first quarter of 2010. The recent quarterly decreases in CPA reflect the effects of new advertising campaigns and decreases in advertising rates...

  • Page 58
    ... we paid related to user searches on Fly.com, an $825,000 increase in depreciation and maintenance costs, and a $314,000 increase in payments made to third-party partners of the Travelzoo Network. Sales and marketing expenses increased to $35.7 million for the year ended December 31, 2009 from $31...

  • Page 59
    professional services expenses and a $295,000 increase in rent, office and insurance expense. The $587,000 increase in cost of revenues was due primarily to a $291,000 increase in fees we paid related to user searches on Fly.com. The strengthening of the U.S. dollar relative to the British Pound ...

  • Page 60
    ..., and had a net receivable from Travelzoo (Asia) Limited and Travelzoo Japan K.K. of $1.1 million, which was paid in 2010. For the year ended December 31, 2009, we realized a gain of $3.4 million related to the sale of the net assets of the Asia Pacific business segment to Azzurro Capital Inc. The...

  • Page 61
    ... the exercise of stock options. Our capital requirements depend on a number of factors, including market acceptance of our products and services, the amount of our resources we devote to development of new products, cash payments to former stockholders of Travelzoo.com Corporation, expansion of our...

  • Page 62
    ....com. We launched the Travelzoo business in the U.K. in 2005, in Canada in 2006, in Germany in 2006, in France in 2007, and in Spain in 2008. We began developing and offering entertainment content and related advertising services in 2008. We launched Fly.com in February 2009. We launched Local Deals...

  • Page 63
    ...Statements and Supplementary Data TRAVELZOO INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Stockholders' Equity and Comprehensive Income...

  • Page 64
    ... REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Travelzoo Inc.: We have audited the accompanying consolidated balance sheets of Travelzoo Inc. and subsidiaries (Travelzoo) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders...

  • Page 65
    ... portion ...Commitments and contingencies Stockholders' equity: Preferred stock, $0.01 par value per share (5,000 shares authorized; none issued)...Common stock, $0.01 par value per share (40,000 shares authorized; 16,444 shares issued and outstanding at 2010 and 2009) ...Additional paid-in capital...

  • Page 66
    TRAVELZOO INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2010 2009 2008 (In thousands, except per share amounts) Revenues ...Cost of revenues ...Gross profit ...Operating expenses: Sales and marketing ...General and administrative...Total operating expenses...Income from ...

  • Page 67
    ... (LOSS) Common Stock Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Retained Earnings Balances, December 31, 2007 ...Proceeds from exercise of stock options ...Tax benefit of non-qualified stock option exercise...Comprehensive loss...

  • Page 68
    ... from financing activities: Proceeds from stock option exercises ...Tax benefit from exercise of stock options ...Repurchase of common stock ...Proceeds from sale of Asia Pacific business segment, net of cash provided ...Net cash provided by financing activities ...Effect of exchange rate changes...

  • Page 69
    ...-party websites that list deals published by Travelzoo. We also operate Fly.com, a travel search engine that allows users to quickly and easily find the best prices on flights from hundreds of airlines and online travel agencies. In August 2010, we launched Local Deals, a new service that allows...

  • Page 70
    ... of the number of shares reported as outstanding. As of December 31, 2010, there were 16,443,828 shares of common stock outstanding. It is possible that claims may be asserted against the Company in the future by former stockholders of Travelzoo.com Corporation seeking to receive shares in the...

  • Page 71
    ... newsletter, in Newsflash, from SuperSearch, from the Travelzoo Network, and from Fly.com. The Company also generates revenue from the sale of vouchers through our Local Deals e-mail alert service. The Company recognizes revenues in accordance with Securities and Exchange Commission Staff Accounting...

  • Page 72
    ... delivery of advertising. Revenues from advertising sold to advertisers through agencies are reported at the net amount billed to the agency. During the third quarter of 2010, the Company started selling vouchers for deals from local businesses such as spas and restaurants. The Company earns a fee...

  • Page 73
    ...-dilutive. All options outstanding as of December 31, 2008 were included in the computation of diluted net income (loss) per share for the years ended December 31, 2008. (d) Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets...

  • Page 74
    ... STATEMENTS - (Continued) Property and equipment consisted of the following (in thousands): December 31, 2010 2009 Computer hardware and software ...$ 2,687 Office equipment and office furniture ...2,834 Capitalized internal-use software and website development ...1,319 Leasehold improvements...

  • Page 75
    ...2010, 2009 and 2008, approximately $2.6 million, $4.3 million, and $2.4 million, respectively, of advertising services was purchased from the Company's advertisers under non-barter agreements and recorded in sales and marketing expense. (i) Income Taxes Income taxes are accounted... benefits ... rates ...

  • Page 76
    ... financial institutions that management believes are of high credit quality. The accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. As of December 31, 2010 and December 31, 2009, the Company did not have any customers that accounted for 10% or...

  • Page 77
    ... follows (in thousands): 2011 2012 2013 2014 2015 2016 Total Minimum rental payments ...$3,602 $2,793 $2,350 $588 $427 $142 $9,902 It is possible that claims may be asserted against the Company in the future by former stockholders of Travelzoo.com Corporation seeking to receive shares in the...

  • Page 78
    ... liability because the amount of cash payments under the program is based in part on the recent level of the stock price at the date valid requests are received. The Company does not know how many of the requests for shares originally received by Travelzoo.com Corporation in 1998 were valid, but the...

  • Page 79
    ...): December 31, 2010 2009 Accrued advertising expense ...Accrued compensation expense ...Accrued payments to merchants ...Accrued payments to third-party partners of the Travelzoo Network ...Other accrued expenses ...Accrued employee expense ...Accrued professional services expense ... ...$2,077...

  • Page 80
    ... recorded in stockholders' equity for the tax benefit of stock option exercises. Income tax expense from continuing operations for the years ended December 31, 2010, 2009 and 2008 differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company's level of...

  • Page 81
    ... realized. The Company also has a valuation allowance of $587,000 as of December 31, 2010 related to the capital loss carryforward of $587,000 for which it is more likely than not that the tax benefit will not be realized. If not utilized, the capital loss carryforward will expire September 15, 2015...

  • Page 82
    ...2002, the stockholders of Travelzoo.com Corporation approved the merger with Travelzoo Inc. On April 25, 2002, the certificate of merger was filed in Delaware upon which the merger became effective and Travelzoo.com Corporation ceased to exist. Each outstanding share of common stock of Travelzoo.com...

  • Page 83
    ..., 2004, the Company ceased issuing shares to the former stockholders of Travelzoo.com Corporation, and no additional shares are reserved for issuance to any former stockholders, because their right to receive shares has now expired. On April 25, 2004, the number of shares reported as outstanding was...

  • Page 84
    ... by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2008, 2009, and 2010. This amount changes based on the fair market value of the Company's stock. The Company's policy is to issue shares from the...

  • Page 85
    ...years 0.95 years $2.00 $3.00 $2.28 (8) Segment Reporting and Significant Customer Information The Company manages its business geographically and has two operating segments: North America and Europe. North America consists of the Company's operations in Canada and the U.S. Europe consists of the...

  • Page 86
    ...the board of directors of Azzurro Capital Inc. and is currently the sole beneficiary of the Ralph Bartel 2005 Trust. The Company's receivables from Travelzoo (Asia) Limited and Travelzoo Japan K.K. totaled $89,000 and $94,000 as of December 31, 2010 and 2009, respectively, and were related primarily...

  • Page 87
    ... of both of the Travelzoo (Asia) Limited and Travelzoo Japan K.K. to cease operations or (b) an intention to effect an initial public offering of the shares of either of Travelzoo (Asia) Limited or Travelzoo Japan K.K. The purchase price under the Option will be the fair market value of the assets...

  • Page 88
    ...of cash provided, and had a net receivable from Travelzoo (Asia) Limited and Travelzoo Japan K.K. of $1.1 million, which was paid in 2010. The Company realized a gain of $3.4 million related to the sale of the net assets of the Asia Pacific business segment to Azzurro Capital Inc. The resulting gain...

  • Page 89
    ... for 2010 and 2009: Dec 31, 2010 Sept 30, 2010 Quarters Ended Jun 30, Mar 31, Dec 31, Sep 30, 2010 2010 2009 2009 (In thousands, except per share amounts) June 30, 2009 Mar 31, 2009 Revenues ...Cost of revenues ...Gross profit ...Operating expenses: Sales and marketing ...General and administrative...

  • Page 90
    ... required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow...

  • Page 91
    ... Officer of Weekends.com. Mr. Loughlin holds a BSc(Hons) in Technology Management from Staffordshire University and an MBA from Columbia University Graduate School of Business in New York. Wayne Lee, CPA, has served as Chief Financial Officer since September 2006 after service as Director of Finance...

  • Page 92
    ... Proxy Statement relating to our 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2010, which is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information regarding principal...

  • Page 93
    ...Chief Executive Officer March 16, 2011 Chief Financial Officer and Principal Accounting Officer Director March 16, 2011 March 16, 2011 /s/ Director March 16, 2011 /s/ DONOVAN NEALE-MAY Donovan Neale-May /s/ KELLY M. URSO Kelly M. Urso Director March 16, 2011 Director March 16, 2011 66

  • Page 94
    ...filed November 23, 2009) - Employment Agreement, dated August 4, 2010 between Shirley Tafoya and Travelzoo Inc. (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No. 000-50171), filed November 9, 2010) - Subsidiaries of Travelzoo Inc. - Consent of Independent Registered Public Accounting...

  • Page 95
    EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO INC. Subsidiaries Jurisdiction Travelzoo (Canada) Inc...Travelzoo (Europe) Limited ...Travelzoo Local Inc... Canada United Kingdom Delaware

  • Page 96
    ...333-116093) of Travelzoo Inc. and subsidiaries (Travelzoo Inc.) of our report dated March 16, 2011, with respect to the consolidated balance sheets of Travelzoo Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity and comprehensive income...

  • Page 97
    ... report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. /s/ CHRISTOPHER LOGHLIN Christopher Loughlin Chief Executive Officer Date: March 16, 2011

  • Page 98
    ...process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. /s/ WAYNE LEE Wayne Lee Chief Financial Officer Date: March 16, 2011

  • Page 99
    ... the accompanying Annual Report on Form 10-K (the "Report") of Travelzoo Inc. for the period ended December 31, 2010, the undersigned...Executive Officer Date: March 16, 2011 The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of this Report...

  • Page 100
    ...with the accompanying Annual Report on Form 10-K (the "Report") of Travelzoo Inc. for the period ended December 31, 2010, the undersigned ...Officer Date: March 16, 2011 The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of this Report...

  • Page 101
    Investors Relations: Travelzoo Inc. ATTN: Investor Relations 590 Madison Avenue 37th Floor New York, NY 10022 Web site: www.travelzoo.com/ir