Travelzoo 2009 Annual Report Download

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L
TRA
VEZOO
TRA
VEL
ZOO
NASDAQ: TZOO
2009 Annual Report
2010 Proxy Statement

Table of contents

  • Page 1
    TRAVELZ OO NASDAQ: TZOO 2009 Annual Report 2010 Proxy Statement

  • Page 2
    ... written notice to Travelzoo's Corporate Secretary at 590 Madison Avenue, 37th Floor, New York, New York 10022. If you hold your shares in street name through a bank, broker, or other nominee, please bring identification and proof of ownership, such as an account statement or letter from your bank...

  • Page 3
    ...HEREBY GIVEN that the Annual Meeting of Stockholders of Travelzoo Inc., a Delaware corporation, will be held on Thursday, June 3, 2010, at 10:00 a.m., local time, at 590 Madison Avenue, 37th Floor, New York, New York 10022, for the following purposes: 1. To elect five directors for terms expiring in...

  • Page 4
    ... of business on April 16, 2010. On the record date, there were 16,443,828 shares of our common stock outstanding. Where and when is the Annual Meeting? The Annual Meeting of Stockholders will take place on June 3, 2010 at 590 Madison Avenue, 37th Floor, New York, New York 10022. The meeting will...

  • Page 5
    ... will publish the final results in a report on Form 8-K, which we intend to file on or before June 7, 2010. You can obtain a copy of the Form 8-K 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...

  • Page 6
    ... (3) Member of the Disclosure Committee 43 44 47 57 44 Director and Chief Executive Officer Chairman of the Board of Directors Director Director Director Each of the director nominees listed above was elected to be a director at the Company's Annual Meeting of Stockholders held on June 4, 2009...

  • Page 7
    ...own marketing and public relations agency business, Neale-May & Partners, operating from Silicon Valley and New York offices. Previously, Mr. Neale-May held senior positions with marketing, promotions and public relations agencies, such as Ogilvy & Mather, in Silicon Valley, New York, London and Los...

  • Page 8
    ... 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 9
    ... Secretary" at Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, NY 10022. All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents...

  • Page 10
    ... any compensation for his services. The following table shows compensation information for Travelzoo's non-employee directors for fiscal year ended December 31, 2009. Name Fees Earned or Paid in Cash ($) Total ($) Mr. Ralph Bartel ...Mr. Ehrlich ...Mr. Neale-May...Ms. Urso ... ... - 80,720 57,440...

  • Page 11
    ...Christopher Loughlin ...Donovan Neale-May ...Max Rayner ...Shirley Tafoya ...Kelly M. Urso(4) ...Directors and executive officers as a group (9 persons)(4) ...Persons Owning More Than 5% of Common Stock JPMorgan Chase & Co.(5)...270 Park Avenue New York, New York 10017 * Less than 1% - 10,900,489...

  • Page 12
    ... on our Web 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, 37th Floor, New York, NY 10022...

  • Page 13
    ... the annual salary of Mr. Max Rayner from $450,000 to $517,500. In 2009, the Committee also reviewed and approved the compensation components of a new employment agreement with Mr. Christopher Loughlin, pursuant to which he will become the Company's Chief Executive Officer beginning on July 1, 2010...

  • Page 14
    ...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 15
    ... Mr. Loughlin's strategic management to ensure the long-term success of the Company's business in Europe, the development of the Company's talent in Europe, the quality of the content of the Company's publications in Europe, and the development of the Travelzoo brand in Europe. In 2009, Mr. Loughlin...

  • 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
    ... as an executive officer during 2008. In 2008, there were no transactions between the Company and Mr. Ralph Bartel, other than the payment of Mr. Ralph Bartel's salary and reimbursement of Company-related expenses. On October 31, 2009, the Company completed the sale of its Asia Pacific operating...

  • Page 18
    ... daily exchange rates of £1 = $1.55970, £1 = $1.83516, and £1 = $2.00181, respectively, as published on oanda.com. Mr. Loughlin has agreed to become the CEO of the Company effective July 1, 2010. (5) Mr. Rayner commenced employment on November 5, 2007. (6) Ms. Tafoya became the President, North...

  • Page 19
    ... Company's 401(k) Plan. Grants of Plan-Based Awards in 2009 The following table sets forth certain information with respect to non-equity incentive plan awards granted to each of our named executive officers during the fiscal year ended December 31, 2009. Estimated Possible Payouts Under Non-Equity...

  • Page 20
    ... the terms of Mr. Rayner's employment agreement. The business measurements and performance goals for determining the Performance Bonus payout are described in the CD&A. Outstanding Equity Awards at December 31, 2009 Option Awards Number of Securities Underlying Unexercised Options (#) Exercisable...

  • Page 21
    ... shares of the Company's common stock. The Company will provide relocation assistance and a housing allowance to Mr. Loughlin in connection with his move from London to New York City. Mr. Loughlin will also be entitled to participate in or receive such benefits under the Company's employee benefit...

  • Page 22
    ... sales of advertising on the Travelzoo Web site and the Top 20 newsletter; such commission is capped at $42,878, 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...

  • Page 23
    ...fees 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. (2) Tax fees...

  • Page 24
    ... 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 10022 or by telephone at (212) 484-4900. Other We will bear the cost of...

  • Page 25
    ... vote. All shares represented by proxies received in time to be counted at the Annual Meeting will be voted. Your cooperation in giving this your immediate attention will be appreciated. RALPH BARTEL Chairman of the Board of Directors 590 Madison Avenue, 37th Floor New York, New York 10022 22

  • Page 26
    ... 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 27
    ... 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 28
    ... 1, 2009, the Travelzoo Web sites in Asia Pacific (cn.travelzoo.com, www.travelzoo.co.jp, www.travelzoo.com.au, www.travelzoo.com.hk, www.travelzoo.com.tw, among others), the Travelzoo Top 20 e-mail newsletters in Asia Pacific and the Newsflash e-mail alert service in Asia Pacific are published by...

  • Page 29
    ...Significant Customer Information," to the accompanying consolidated financial statements. Our principal business office is located at 590 Madison Avenue, 37th Floor, New York, New York 10022. Travelzoo is controlled by Ralph Bartel, who held beneficially approximately 66.3% of the outstanding shares...

  • Page 30
    ... travel suppliers, and entertainment companies with a fast, flexible, and cost-effective way to reach millions of Internet users. Our publications include the Travelzoo Web sites, the Travelzoo Top 20 e-mail newsletter, and the Newsflash e-mail alert service. We operate SuperSearch, a pay-per-click...

  • Page 31
    ... Reach/Usage* Advertiser Benefits Consumer Benefits Travelzoo Web sites Web sites in the U.S., Canada, France, Germany, Spain, and the U.K. listing thousands of outstanding sales and specials from more than 2,000 travel and entertainment companies Popular e-mail newsletter listing 20 of the...

  • Page 32
    ... to Consumers Our Travelzoo Web sites (www.travelzoo.com, www.travelzoo.ca, ww.travelzoo.co.uk, www.travelzoo.de, www.travelzoo.com.es, www.travelzoo.fr, among others), Travelzoo Top 20 newsletter, Newsflash, SuperSearch search tool, the Travelzoo Network, and Fly.com search engine provide consumers...

  • Page 33
    ... or clients that account for 10% or more of our total revenues in future years because management believes there is a high concentration in the online travel agency industry. Sales and Marketing As of December 31, 2009, our advertising sales force and sales support staff consisted of 51 employees...

  • Page 34
    ...that offer listings or other advertising opportunities for travel companies. We compete with search engines like Google and Yahoo! Search that offer pay-per-click listings. We compete with travel meta-search engines and online travel deal publishers. We compete with large online travel agencies like...

  • Page 35
    ... relations with our employees to be good. Because of our anticipated further growth, we expect that the number of our employees will continue to increase for the foreseeable future. Internet Access to Other Information We make available free of charge, on or through our Web site (www.travelzoo.com...

  • Page 36
    ... than expected and our stock price may fall. Our business model may not be adaptable to a changing market. Our current revenue model depends on advertising fees paid primarily by travel and entertainment companies. If current clients decide not to continue advertising their offers with us and we...

  • Page 37
    ...technical problems in the systems that power our Web sites and distribute our e-mail newsletters, breakins and similar events. In addition, a significant portion of our network infrastructure is located in Northern California, an area susceptible to earthquakes. We do not have multiple site capacity...

  • Page 38
    ... not succeed in developing features, functions, products or services that travel and entertainment companies and Internet users find attractive. This could reduce the number of travel and entertainment companies and Internet users using our products and materially adversely affect our business. 13

  • Page 39
    ... advertising; • developments and changes relating to the Internet; • competing products and services that offer increased functionality; and • changes in travel company, entertainment company, and Internet user requirements. If we are unable to timely and successfully develop and introduce new...

  • Page 40
    ... client bases. We compete with search engines like Google and Yahoo! Search that offer pay-per-click listings. We compete with travel meta-search engines and online travel deal publishers. We compete with large online travel agencies like Expedia and Priceline that also offer advertising placements...

  • Page 41
    ... events occur, our business could be materially adversely affected. 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. Stockholders of Travelzoo.com Corporation were allowed...

  • Page 42
    ... 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, but we believe...

  • Page 43
    ... 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, Las Vegas, Nevada, Los Angeles, California, Miami, Florida, Mountain View, California, San Francisco, California, and Toronto, Ontario. We...

  • Page 44
    ... 3.72 $ $ $ $ 4.11 6.42 8.57 9.61 On February 26, 2010, the last reported sales price of our common stock on the NASDAQ Global Select Market was $11.40 per share. As of February 26, 2010, there were approximately 123,000 stockholders of record. Dividend Policy Travelzoo has not declared or paid any...

  • Page 45
    ... Common Stock of the Company, the NASDAQ Market Index and the S&P 500 Publishing and assumes reinvestment of any dividends. The stock price performance on the following graph is not indicative of future stock price performance. $200 $150 $100 $50 $0 2004 2005 2006 2007 2008 2009 Travelzoo Inc...

  • Page 46
    ... as millions of Web site users, about the best travel and entertainment deals available from thousands of companies. We publish these offers by sourcing, researching, test-booking, and selecting offers professionally. We provide airlines, hotels, cruise lines, vacation packagers, and other travel...

  • Page 47
    ... offers on the Travelzoo Web sites, in the Travelzoo Top 20 e-mail newsletter, in the Newsflash e-mail alert service, in SuperSearch, through the Travelzoo Network, and on Fly.com. Revenues are principally generated from the sale of advertising in the U.S. Listing fees are based on placement, number...

  • Page 48
    ...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 49
    ... industry may require us to increase advertising for our brand and for our products. Increases in the average cost of acquiring new subscribers (see "Subscriber Acquisition" below) may result in an increase of sales and marketing expenses as a percentage of revenue. We may decide to accelerate our...

  • Page 50
    ... the number of subscribers of each of our e-mail publications in North America and Europe as of December 31, 2009 and 2008 and the total number of page views for the homepages of the Travelzoo Web sites in North America and Europe for the years ended December 31, 2009 and 2008. Management considers...

  • Page 51
    ... from our publications, which includes the Travelzoo Web site, the Travelzoo Top 20 e-mail newsletter and the Newsflash e-mail alert service and a $2.1 million increase in revenues from our search products, which consist of SuperSearch and Fly.com. We launched Fly.com in February 2009. Our total...

  • Page 52
    ...-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 Web site development costs, and salary expenses associated with network operations staff...

  • Page 53
    ... campaigns is to acquire new subscribers for our e-mail products, increase the traffic to our Web sites, and increase brand awareness for Travelzoo and Fly.com. For the years ended December 31, 2009, 2008, and 2007, advertising expenses accounted for 61%, 59%, and 67% respectively, of sales...

  • Page 54
    ... trend of decreasing average cost per acquisition of a new subscriber ("CPA") over the last five quarters after a period of increasing CPA. The recent quarterly decreases in CPA reflect the effects of new advertising campaigns and decreases in advertising rates by our media suppliers. We do not...

  • Page 55
    ... million increase in marketing expenses for Fly.com, a $1.3 million increase in advertising to acquire traffic to our Web sites, a $1.3 million increase in salary and employee related expenses, and a $1.1 million increase in advertising to acquire new subscribers for our e-mail products offset by...

  • Page 56
    ... Web sites, and a $714,000 increase in advertising to acquire new subscribers for our e-mail products. The $2.4 million increase in general and administrative expenses was due primarily to an $873,000 increase in salary and employee related expenses, a $444,000 increase in rent and office expenses...

  • Page 57
    ... January 2009, the Internal Revenue Service issued a Notice of Proposed Adjustment contesting the Company's tax deductions in 2005 and 2006 related to the program under which the Company made cash payments to people who established that they were former stockholders of Travelzoo.com Corporation, and...

  • Page 58
    ... shares of common stock totaling $19.8 million. 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...

  • Page 59
    ... Travelzoo. 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. Recent Accounting...

  • Page 60
    ... or financial condition. In October 2009, the FASB issued ASU 2009-13, a new accounting standard update for revenue recognition with multiple deliverables. The new accounting standard update defines when individual deliverables included in a multiple-element arrangement may be treated as separate...

  • Page 61
    .... The guidance is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures that are effective for annual periods beginning after December 15, 2010. We do not expect the adoption of this new accounting standard to have a material impact...

  • Page 62
    ... 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 (Loss...

  • Page 63
    ... and 2008, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009. We also have audited Travelzoo's internal control over financial reporting as of December 31...

  • Page 64
    ... $35,322 Total assets ...$46,132 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable...$ 6,834 Accrued expenses ...4,278 Deferred revenue ...828 Deferred rent ...134 Liabilities related to assets held for sale ...- Total current liabilities ...Deferred tax liabilities ...Long...

  • Page 65
    TRAVELZOO INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2009 2008 2007 (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 66
    TRAVELZOO INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Common Stock Shares Amount Treasury Stock Retained Earnings (In thousands) Balances, December 31, ...

  • Page 67
    ...of common stock ...Proceeds from sale of Asia Pacific business segment, net of cash provided ... Net cash provided by (used in) financing activities ...Effect of exchange rate changes on cash and cash equivalents ...Net increase (decrease) in cash and cash equivalents ...Cash and cash equivalents at...

  • Page 68
    ... 1, 2009, the Travelzoo Web sites in Asia Pacific (cn.travelzoo.com, www.travelzoo.co.jp, www.travelzoo.com.au, www.travelzoo.com.hk, www.travelzoo.com.tw, among others), the Travelzoo Top 20 e-mail newsletters in Asia Pacific and the Newsflash e-mail alert service in Asia Pacific are published by...

  • Page 69
    ... 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 Company believes that...

  • Page 70
    ... sale of advertising in North America and Europe on the Travelzoo Web site, in the Travelzoo Top 20 e-mail newsletter, in Newsflash, from SuperSearch, from the Travelzoo Network, and from Fly.com. The Company recognizes revenues in accordance with Securities and Exchange Commission Staff Accounting...

  • Page 71
    ... enhance its Web site and processes supporting the Company's business in accordance with the framework established by the FASB accounting guidance for accounting for the cost of computer software developed or obtained for internal use and accounting for Web site development costs. Costs incurred in...

  • Page 72
    ... the assets. Estimated useful lives are 3 to 5 years for computer hardware and software, capitalized internal-use software and Web site development costs, and office equipment and office furniture. The Company depreciates leasehold improvements over the term of the lease or the estimated useful life...

  • Page 73
    ... December 31, 2009, 2008 and 2007, approximately $4.3 million, $2.4 million, and $410,000, respectively, of advertising services was purchased from the Company's clients under non-barter agreements and recorded in sales and marketing expense. (i) Income Taxes Income taxes are accounted for under...

  • Page 74
    ... using an option-pricing model. The value of the portion of the award that is expected to vest is recognized as expense over the related employees' requisite service periods in the Company's Condensed Consolidated Statements of Income. The Company recorded $94,000 stock-based compensation expense...

  • Page 75
    ... active market for the identical liability is not available. This standard update is effective prospectively for all interim and annual reporting periods upon issuance. Effective August 2009, the Company adopted this new accounting standard update. The adoption of this new accounting standard update...

  • Page 76
    ...(in thousands): 2010 2011 2012 2013 2014 Total Minimum rental payments ...$3,894 $2,923 $2,033 $1,924 $161 $10,935 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 Company, whether...

  • Page 77
    ... 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 Company believes that...

  • Page 78
    ...2009 2008 Accrued compensation expense ...Accrued advertising expense ...Accrued professional services expense ...Accrued payments to third-party partners of the Travelzoo Network... income tax benefit of $110,000 was recorded in stockholders' equity for the tax benefit of stock option exercises. 53

  • Page 79
    ... operating loss carryforward related to Asia Pacific offset by an increase in allowance against the operating loss from Europe and a valuation allowance recorded against the $1.8 million capital loss in 2009. On January 1, 2007, the Company adopted the FASB standard for accounting for uncertainty in...

  • Page 80
    ...'s tax deductions in 2005 and 2006 related to the program under which the Company made cash payments to people who established that they were former stockholders of Travelzoo.com Corporation, and who failed to submit requests to convert shares into Travelzoo Inc. within the required time period...

  • Page 81
    ...-pricing model. The value of the portion of the award that is expected to vest is recognized as expense over the related employees' requisite service periods in the Company's Condensed Consolidated Statements of Income. Cash flows resulting from tax deductions in excess of the compensation cost...

  • Page 82
    The fair value of stock options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 2009 Weighted-average fair value of options granted per share ...Implied volatility ...Risk-free interest rate ...Dividend yield ...Expected life in years... $...

  • Page 83
    ... of the Company's operations in Canada and the U.S. Europe consists of the Company's operations in France, Germany, Spain, and the U.K. The Company began operations in Europe in May 2005. Management relies on an internal management reporting process that provides revenue and segment operating...

  • Page 84
    ...'s Chairman and principal shareholder, is a member of 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. subsequent to October 31, 2009 totaled $94,000...

  • Page 85
    ... completion of the sale, the Company received $2.1 million, net of cash provided, and has a net receivable from Travelzoo (Asia) Limited and Travelzoo Japan K.K. of $1.1 million. The Company realized a gain of $3.4 million related to the sale of the net assets of the Asia Pacific business segment to...

  • Page 86
    ...Cost of revenues ...Gross profit ...Operating expenses: Sales and marketing ...General and administrative ...Total operating expenses ...Operating loss from discontinued operations ...Other income and (expense) ...Income tax benefit ...Loss from discontinued operations ...Income tax benefit related...

  • Page 87
    ... 30, Mar 31, Dec 31, Sept 30, 2009 2009 2008 2008 (In thousands, except per share amounts) June 30, 2008 Mar 31, 2008 Revenues ...Cost of revenues ...Gross profit ...Operating expenses: Sales and marketing ...General and administrative...Total operating expenses ...Operating income from continuing...

  • Page 88
    ... 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/ HOLGER BARTEL Holger Bartel Chief Executive Officer /s/ WAYNE LEE Wayne Lee Chief Financial Officer March 16, 2010 63

  • Page 89
    ..., Los Angeles. Shirley Tafoya has served as Senior Vice President of Sales since 2001 and was appointed as President, North America in July 2008. From 1999 to 2001, Ms. Tafoya was the Director of Western Sales at Walt Disney Internet Group. From 1998 to 1999, Ms. Tafoya was a Sales Manager at...

  • Page 90
    ... Statement relating to our 2010 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2009, which is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information regarding principal accountant...

  • Page 91
    ... 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(s) Date /s/ RALPH BARTEL Ralph Bartel HOLGER BARTEL Holger Bartel Chairman of the Board March 16, 2010 /s/ Chief Executive Officer and Director...

  • Page 92
    ... Inc. North America Executive Bonus Plan as Amended and Restated Effective January 1, 2007. (Incorporated by reference to Exhibit 10.1 on Form 8-K (File No. 000-50171), filed April 11, 2007) 10.5* - Employment Agreement, dated May 8, 2001 by and between Shirley Tafoya and Travelzoo Inc., as amended...

  • Page 93
    ...10.2 on Form 8-K (File No. 000-50171), filed November 23, 2009) 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...

  • Page 94
    EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO INC. Subsidiaries Jurisdiction Travelzoo (Canada) Inc...Canada Travelzoo (Europe) Limited ...United Kingdom

  • Page 95
    .... and subsidiaries (Travelzoo Inc.) of our report dated March 16, 2010, with respect to the consolidated balance sheets of Travelzoo Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for...

  • Page 96
    ... CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Holger 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 a material...

  • Page 97
    ... 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 material fact...

  • Page 98
    ... Annual Report on Form 10-K (the "Report") of Travelzoo Inc. for the period ended December 31, 2009,...2010 /s/ HOLGER BARTEL Holger Bartel Chief Executive Officer 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 99
    ... accompanying Annual Report on Form 10-K (the "Report") of Travelzoo Inc. for the period ended December 31, 2009, the...2010 /s/ WAYNE LEE Wayne Lee Chief Financial Officer 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
    Investors Relations: Travelzoo Inc. ATTN: Investor Relations 590 Madison Avenue 37th Floor New York, NY 10022 Web site: www.travelzoo.com/ir