Travelzoo 2006 Annual Report Download

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2006 annual report
2007 proxy statement

Table of contents

  • Page 1
    2006 annual report 2007 proxy statement

  • Page 2

  • Page 3
    ... will make available an alphabetical list of stockholders entitled to vote at the meeting for examination by any stockholder during ordinary business hours at Travelzoo's principal executive offices, located at 590 Madison Avenue, 21st Floor, New York, New York 10022, for ten days prior to the...

  • Page 4
    ...IS HEREBY GIVEN that the Annual Meeting of Stockholders of Travelzoo Inc., a Delaware corporation, will be held on Thursday, June 14, 2007, at 10:00 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...

  • Page 5
    ... the attached proxy card, date and sign it, and return it via mail to Travelzoo Inc., Attention: Corporate Secretary, 590 Madison Avenue, 21st Floor, New York, New York 10022. If you vote by proxy, the persons named on the card (your "proxies") will vote your shares in the manner you indicate. You...

  • Page 6
    ... file on or before August 9, 2007. You can obtain a copy of the Form 10-Q by logging on to Travelzoo's investor relations Web site 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
    ... serving as Vice President of Sales and Marketing since 1999. From 1995 to 1998, Mr. Bartel was an Engagement Manager at McKinsey & Company in Los Angeles. From 1992 to 1994, Mr. Bartel was a research fellow at Harvard Business School. Mr. Bartel holds an MBA in Finance and Accounting and a Ph.D. in...

  • Page 8
    ...Urso were the only directors who attended the 2006 Annual Meeting. Audit Committee The Audit Committee's primary responsibilities are to oversee and monitor (i) the integrity of Travelzoo's financial statements, (ii) the qualifications and independence of our independent registered public accounting...

  • Page 9
    ... 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" under Rule 4350(c)(5) of the NASD Manual, on account of the stock ownership by Ralph...

  • Page 10
    ... financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 for filing with the SEC. The committee has not yet selected Travelzoo's independent auditors for fiscal year 2007. While the committee has the responsibilities and powers set forth in its...

  • Page 11
    ... Ownership Number of Percent Shares(1) of Total(2) Beneficial Owner Directors and Named Executive Officers Holger Bartel(3) ...Ralph Bartel(4) ...David J. Ehrlich ...Wayne Lee ...Christopher Loughlin ...Donovan Neale-May ...Shirley Tafoya ...Kelly M. Urso(5)...Directors and executive officers...

  • Page 12
    ... site, at the 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, 21st Floor, New York, NY 10022. Executive...

  • Page 13
    ... (Chair) and Ms. Kelly M. Urso. Ms. Urso satisfies the independence requirements of the National Association of Securities Dealers. The Compensation Committee does not have a charter. Role of Management. During 2006, the Committee engaged in its annual review of executive compensation with the goal...

  • Page 14
    ... named executive officers in 2006: (1) "merit increases" based upon each named executive's individual performance; and/or (2) "market adjustments" based upon the salary range for similarly situated executives. In determining merit increases, the Committee considers the specific responsibilities of...

  • Page 15
    ... to 1.0% of the Company's net advertising revenues generated from the sales of advertising on the Travelzoo Website and the Top 20 newsletter. The commission is capped at 1.0% of the Company's net advertising revenues in the second quarter of fiscal year 2003. In 2006, Ms. Tafoya received $42,878...

  • Page 16
    ..., nor does the Company have programs for providing personal-benefit perquisites to executives, such as permanent lodging, club dues or defraying the cost of personal entertainment. Named executive officers and employees may seek reimbursement for business related expenses in accordance with...

  • Page 17
    ... Executive Officer Wayne Lee(2) ...Chief Financial Officer Holger Bartel ...Executive Vice President Christopher Loughlin(3) ...Executive Vice President, Europe Shirley Tafoya ...Senior Vice President of Sales 2006 $329,723 $1,500(4) - - $ 15,000(6) $ 1,500(9) $347,723 2006 2006 2006 2006...

  • Page 18
    ... concerning equity awards for each of our named executive officers that remained outstanding as of December 31, 2006. Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Name Option Exercise Price ($) Option...

  • Page 19
    ...the sales of advertising on the Travelzoo Website and the Top 20 newsletter; such commission is capped at 1.0% of the Company's net advertising revenues in the second quarter of 2003. In addition, Ms. Tafoya is entitled to participate in or receive such benefits under the Company's employee benefits...

  • Page 20
    ...bonuses. Mr. Loughlin is also eligible to participate in the Company's UK Employee Pension Contribution Program, pursuant to which the Company contributes 7% of his base salary to the pension. Mr. Loughlin is also entitled to participate in any private health insurance scheme that may be arranged by...

  • Page 21
    ...$100.68 $748.75 $180.66 $115.81 KPMG LLP ("KPMG") served as Travelzoo's independent registered public accounting firm for our 2006 fiscal year. KPMG representatives are not expected to be present at the Annual Meeting or to make a formal statement. Consequently, representatives of KPMG will not be...

  • Page 22
    ... professional services rendered for the annual audit of Company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered...

  • Page 23
    ... to Investor Relations, Travelzoo Inc., 590 Madison Avenue, 21st Floor, New York, New York 10022 or by telephone at (212) 521-4200. Other We will bear the cost of solicitation of proxies. Proxies will be solicited by mail and also may be solicited by our executive officers and other employees...

  • Page 24
    ... primary responsibility for the Company's financial statements and internal controls rests with the Company's management. Similarly, it is not the duty of the Committee to conduct investigations or to assure compliance with laws and regulations or to monitor the Company's legal compliance programs...

  • Page 25
    ... Form 10-Q review. 8. Discuss at least annually with the Company's independent auditors the following: the adequacy and effectiveness of the Company's internal financial controls; the management letter issued by the independent auditors and management's response thereto; actions management has taken...

  • Page 26
    ...retention and treatment of complaints receive by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. 2. Report actions of the...

  • Page 27
    ...State or Other Jurisdiction of Incorporation or Organization) 36-4415727 (I.R.S. Employer Identification No.) 590 Madison Avenue, 21st Floor, New York, New York (Address of Principal Executive Offices) 10022 (Zip Code) Registrant's telephone number, including area code: (212) 521-4200 SECURITIES...

  • Page 28
    ... Item 1. 1A. 1B. 2. 3. 4. PART I Business ...Risk Factors ...Unresolved Staff Comments ...Properties ...Legal Proceedings ...Submission of Matters to a Vote of Security Holders ... 2 10 17 17 17 17 PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of...

  • Page 29
    ....co.uk, www.travelzoo.de, among others), the Travelzoo Top 20 e-mail newsletter, and the Newsflash e-mail product. The Company also operates SuperSearch, a pay-per-click travel search engine. More than 600 companies purchase our advertising services, including American Airlines, ATA, Avis Rent A Car...

  • Page 30
    ... the number of shares reported as outstanding. As of December 31, 2006, there were 15,250,479 shares of common stock outstanding. In October 2004, the Company announced a program under which it would make cash payments to persons who establish that they were stockholders of Travelzoo.com Corporation...

  • Page 31
    ... Our Products and Services We provide airlines, hotels, cruise lines, vacation packagers, and other travel suppliers with a fast, flexible, and cost-effective way to advertise their sales and specials to millions of Internet users. Our publications include the Travelzoo Web sites (which includes www...

  • Page 32
    ... of our products: Publication Content Publication Schedule Reach/Usage* Advertiser Benefits Consumer Benefits Travelzoo Web sites Web sites in the 24/7 U.S., Canada, U.K., and Germany listing thousands of outstanding sales and specials from more than 600 travel companies 4.1 million unique...

  • Page 33
    .... We provide travel companies fast access to millions of travel shoppers. • National Reach. We offer access to Internet users across the U.S., Canada, U.K., and Germany. Benefits to Consumers Our Travelzoo Web sites, our Travelzoo Top 20 newsletter, Newsflash, and our SuperSearch search engine...

  • Page 34
    ... 31, 2006, our client base included more than 600 travel companies, including airlines, hotels, cruise lines, vacations packagers, tour operators, car rental companies, and travel agents. Some of our clients are: American Airlines Apple Vacations ATA Avis Rent A Car British Airways Budget Rent A Car...

  • Page 35
    ... Cisco switches. Competition We compete for advertising dollars with large Internet portal sites, such as America Online, MSN and Yahoo!, that offer listings or other advertising opportunities for travel companies. We also compete with search engines like Google and Yahoo! Search that offer pay-per...

  • Page 36
    .... Bartel, our founder, filed with the United States Patent and Trademark Office ("PTO") to register the trademark "Travelzoo" for "providing information and news in the field of travel via an on-line global communications network and travel agency services, namely making reservations and booking for...

  • Page 37
    Internet Access to Other Information We make available free of charge, on or through our Web site (www.travelzoo.com), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of ...

  • Page 38
    ... revenue model depends on advertising fees paid by travel companies. If current clients decide not to continue advertising their offers with us and we are unable to replace them with new clients, our business may be adversely affected. To be successful, we must provide online marketing solutions...

  • Page 39
    ...and clients needs. Our success is dependent on our ability to develop new and enhanced software, services and related products to meet rapidly evolving technological requirements for online advertising. Our current technology may not meet the future technical requirements of travel companies. Trends...

  • Page 40
    .... Intense competition may adversely affect our ability to achieve or maintain market share and operate profitably. We compete for advertising dollars with large Internet portal sites, such as America Online, MSN and Yahoo!, that offer listings or other advertising opportunities for travel companies...

  • Page 41
    online advertising market. Competition could result in reduced margins on our services, loss of market share or less use of Travelzoo by travel companies and consumers. If we are not able to compete effectively with current or future competitors as a result of these and other factors, our business ...

  • Page 42
    ...any of these events occur, our business could be materially adversely affected. We do not carry general liability insurance. Claims may be asserted against us relating to shares not issued in our 2002 merger. The merger of Travelzoo.com Corporation into the Company became effective on April 25, 2002...

  • Page 43
    .... Assuming 100% of the requests from 1998 were valid, former stockholders of Travelzoo.com Corporation holding approximately 4,073,000 shares had not submitted claims under the program as of December 31, 2006. Our internal controls over financial reporting may not be effective, and our independent...

  • Page 44
    ... New York office, we have several leased offices throughout the U.S. and Canada for our North America operations, including Chicago, Illinois, Las Vegas, Nevada, Miami, Florida, Mountain View, California and Toronto, Canada. We also have leased offices for our European operations in various cities...

  • Page 45
    ... the Company's outstanding common stock in 2006. Performance Graph Information regarding performance graph is incorporated by reference to the information set forth under the caption "Performance Graph" in the definitive Proxy Statement relating to our 2007 Annual Meeting of Stockholders to be filed...

  • Page 46
    ... advertising opportunities for travel companies, they also provide Internet users with a free source of information on current sales and specials from hundreds of travel companies. Our publications include the Travelzoo Web sites, the Travelzoo Top 20 e-mail newsletter, and the Newsflash e-mail...

  • Page 47
    ...: • Growth of number of subscribers of the Company's newsletters and page views of the homepages of the Travelzoo Web sites; • Operating margin; • Growth in revenues in the absolute and relative to the growth in reach of the Company's publications; and • Revenue per employee as a measure of...

  • Page 48
    ... 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 only a portion of such requests were valid. In order to receive payment under the...

  • Page 49
    ... rate as our revenues due primarily to a decrease in the number of requests received related to a program in which the Company intends to make cash payments to people who establish that they were former stockholders of Travelzoo.com Corporation, and who failed to submit requests to convert shares...

  • Page 50
    ... The number of subscribers of the Travelzoo Top 20 e-mail newsletter increased by 8% for North America and page views of the homepages of the Travelzoo North America Web sites increased by 7%. Management believes that the data for the years ended December 31, 2006 and 2005 shows that the Company was...

  • Page 51
    ... new product, SuperSearch. Approximately 4% of our revenue growth came from our operations in Europe. The remaining 28% of our revenue growth came from our other products (i.e. Travelzoo Web sites, Travelzoo Top 20 newsletter, and Newsflash) and is attributed to an increase in our advertising rates...

  • Page 52
    ...executive staff, fees for professional services, rent, bad debt expense, payments made to former stockholders of Travelzoo.com Corporation, amortization of intangible assets and general office expense. General and administrative expenses increased to $9.4 million for the year ended December 31, 2006...

  • Page 53
    ... of a New Subscriber: This is the quarterly costs of consumer marketing programs whose purpose was primarily to acquire new subscribers, divided by total new subscribers added during the quarter. • New Subscribers: Total new subscribers who signed up for at least one of our e-mail publications...

  • Page 54
    ... rates by our media suppliers as well as increased activity from competitors using similar forms of online advertising for their own marketing efforts. The decline in new subscriber acquisition costs for North America in Q3 2004 reflects the effect of new advertising campaigns which were tested...

  • Page 55
    ... income, adjusted to take into account expenses that are treated as having no recognizable tax benefit. Our effective tax rate decreased in 2006 compared to 2005 due primarily to a decrease in the expenses related to the program to make cash payments to former stockholders which were treated as non...

  • Page 56
    ... payable. The tax benefit of stock options resulted from exercises during 2004 of stock options by directors. The increase in accounts receivable resulted from higher revenues during 2004 and greater days of sales outstanding relating to a higher mix of variable fee advertising, which has a longer...

  • Page 57
    ... stockholders of Travelzoo.com Corporation based on claims received as of December 31, 2006. The total liability incurred under this program is not reliably estimable because it is based on the ultimate number of valid requests received and future levels of the Company's common stock price. The...

  • Page 58
    ... and Supplementary Data TRAVELZOO INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Stockholders' Equity and Comprehensive Income...

  • Page 59
    REPORT OF INDEPENDENT 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 (the Company) as of December 31, 2006 and 2005, and the related consolidated statements of ...

  • Page 60
    ... REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Travelzoo Inc.: We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting appearing under Item 9A, that Travelzoo Inc. (the Company) maintained...

  • Page 61
    ...tax liabilities ...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; 15,250 and 16,250 shares issued and outstanding at 2006 and 2005, respectively...

  • Page 62
    ... STATEMENTS OF OPERATIONS Years Ended December 31, 2006 2005 2004 (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 operations ...Interest...

  • Page 63
    ... Income (Loss) Total Stockholders' Equity Balances, December 31, 2003 . . 19,425 $194 $ Reduction of reported shares outstanding upon expiration of merger exchange period...(4,116) (41) Proceeds from exercises of options ...174 2 Tax benefit of non-qualified stock options exercise ...- - Recovery...

  • Page 64
    ... Proceeds from issuance of common stock, net of related costs ...Proceeds from stock option exercises ...Recovery of profit from purchase and sale of stock by employees ...Repurchase of common stock ...Net cash provided by (used in) financing activities ...Effect of exchange rate changes on cash and...

  • Page 65
    ...20 e-mail newsletter, the Newsflash e-mail product, and the SuperSearch pay-per-click travel search engine. Travelzoo is controlled by Ralph Bartel, who held beneficially approximately 50.2% of the outstanding shares as of December 31, 2006. The consolidated financial statements include the accounts...

  • Page 66
    ... are principally derived from the sale of advertising in the U.S. on the Travelzoo Web site, in the Travelzoo Top 20 e-mail newsletter, in Newsflash and in SuperSearch. Revenues generated from the Company's operations in Europe were approximately $3.2 million for the year ended December 31, 2006. 39

  • Page 67
    ... undelivered as of the reporting date. The Company uses prices stated on its internal rate card for measuring the value of delivered and undelivered placements. Fees for variable-fee advertising arrangements are recognized based on the number of impressions displayed or clicks delivered during the...

  • Page 68
    ... FINANCIAL STATEMENTS - (Continued) Travelzoo.com Corporation reported as outstanding prior to April 25, 2004. Diluted net income per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of potential common shares outstanding during the period...

  • Page 69
    ...is displayed. Advertising costs amounted to $20.5 million, $20.3 million and $11.8 million for the years ended December 31, 2006, 2005, and 2004, respectively. In the years ended December 31, 2006, 2005 and 2004, there were no advertising services that were purchased from the Company's clients under...

  • Page 70
    ... or fair value less costs to sell. (l) Stock-Based Compensation On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which addresses the accounting for stock-based payment transactions whereby an entity receives employee services in exchange for...

  • Page 71
    ...former stockholders of Travelzoo.com Corporation, the Company intends to assert that their rights to receive their shares expired two years following the effective date of the merger, as provided in the merger agreement. The Company also expects to take the position, if escheat or similar claims are...

  • Page 72
    ...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 Company believes that only a portion of such requests were valid...

  • Page 73
    ... million was recorded in stockholders' equity for the tax benefit of stock option exercises. Income tax expense for the years ended December 31, 2006, 2005 and 2004 differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company's level of pretax income...

  • Page 74
    ... Company incurred issuance costs of $123,729 related to the registration of these shares of common stock with the SEC. In February 2006, Travelzoo announced a share repurchase program authorizing the repurchase of up to 1.0 million shares of common stock in the open market or in private transactions...

  • Page 75
    ...the outstanding shares of Silicon Channels Corporation, the Company also issued to the majority stockholder in January 2001 fully vested and exercisable options to acquire 2,158,349 shares of common stock. The options have an exercise price of $1.00 per share, are outstanding as of December 31, 2006...

  • Page 76
    ... consists of the Company's operations in the U.S. and Canada. Europe consists of the Company's operations in the U.K., Germany, and Spain. The Company began operations in Europe in May 2005. Management relies on an internal management reporting process that provides revenue and segment operating...

  • Page 77
    ... 2006 2005 2005 (In thousands, except per share amounts) June 30, 2005 Mar 31, 2005 Revenues ...$17,652 $17,586 $17,358 $16,929 $13,901 $13,384 $12,258 $11,228 Cost of revenues ...256 232 286 264 249 225 224 179 Gross profit ...Operating expenses: Sales and marketing ...General and administrative...

  • Page 78
    ...December 31, 2006 has been audited by KPMG LLP, Travelzoo's independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of this Annual Report on Form 10-K. /s/ RALPH BARTEL Ralph Bartel Chairman of the Board and Chief Executive Officer /s/ WAYNE LEE...

  • Page 79
    ... 1998 to 2003 he was Assistant Controller of Allegis Corporation. Mr. Lee is a Certified Public Accountant who received his B.S. in Business Administration from the Walter A. Haas School of Business at the University of California, Berkeley. Christopher Loughlin was elected Executive Vice President...

  • Page 80
    ... Ng was elected Executive Vice President, Asia in March 2007. From 1998 to 2006, Mr. Ng was the head of North Asia Business Development at Yahoo! Inc. Mr. Ng graduated from Hong Kong Shue Yan University with a Diploma of Journalism. Shirley Tafoya has served as Senior Vice President of Sales since...

  • Page 81
    (2) Supplementary Consolidated Financial Statement Schedules: All schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto. (3) Exhibits: See attached Exhibit ...

  • Page 82
    ...Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRAVELZOO INC. By: /s/ WAYNE LEE Wayne Lee Chief Financial Officer Date: March 14, 2007 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes...

  • Page 83
    ... Inc. and Wai Ming Ng. 21.1‡ - Subsidiaries of Travelzoo Inc. 23.1‡ - Consent of Independent Registered Public Accounting Firm 24.1 - Power of Attorney (included on signature page) 31.1‡ - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002...

  • Page 84
    EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO INC. Subsidiaries Jurisdiction Travelzoo (Canada) Inc...Travelzoo (Europe) Limited ...Travelzoo Kabushiki Kaisha ... Canada United Kingdom Japan

  • Page 85
    ...the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006 annual report on Form 10-K of Travelzoo Inc. /s/ Mountain View, California...

  • Page 86
    EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ralph Bartel, certify that: 1. I have reviewed this annual report on Form 10-K of Travelzoo Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of ...

  • Page 87
    EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wayne Lee, certify that: 1. I have reviewed this annual report on Form 10-K of Travelzoo Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a ...

  • Page 88
    ... Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized and...Executive Officer Date: March 14, 2007 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 89
    ...Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized and ...Officer Date: March 14, 2007 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 90

  • Page 91
    nasdaq: tzoo investor relations Travelzoo Inc. attn: Investor Relations 590 Madison Avenue, 21st Floor New York, NY 10022 www.travelzoo.com/ /ir