Travelzoo 2011 Annual Report Download

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NASDAQ: TZOO
2011 Annual Report
2012 Proxy Statement

Table of contents

  • Page 1
    TRAVELZ OO NASDAQ: TZOO 2011 Annual Report 2012 Proxy Statement

  • Page 2
    ... the Annual Meeting of Stockholders of Travelzoo Inc. on May 18, 2012. We will hold the meeting at 590 Madison Avenue, 37th Floor, New York, NY 10022 at 10:00 a.m. local time. In connection with the meeting, we enclose a notice of the meeting, a proxy statement and a proxy card. Detailed information...

  • Page 3
    ... GIVEN that the Annual Meeting of Stockholders of Travelzoo Inc., a Delaware corporation, will be held on Friday, May 18, 2012, at 10:00 a.m., local time, at 590 Madison Avenue, 37th Floor, New York, NY 10022, for the following purposes: 1. To elect five directors for terms expiring in 2013; 2. To...

  • Page 4
    ... date, there were 15,961,553 shares of our common stock outstanding. Where and when is the Annual Meeting? The Annual Meeting of Stockholders will take place on May 18, 2012 at 590 Madison Avenue, 37th Floor, New York, NY 10022. The meeting will begin at 10:00 a.m. local time. What am I voting on...

  • Page 5
    ... of shares of common stock on exercise of options granted to our Chief Financial Officer and President, North America, and in favor of approval of the Company's executive compensation. Who is paying the costs of soliciting these proxies? We are paying the cost of preparing, printing, mailing and...

  • Page 6
    ... a report on Form 8-K, which we intend to file on or before May 24, 2012. 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...

  • Page 7
    ...over 40 countries. Since 1987, Mr. Neale-May has been managing and running his 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...

  • Page 8
    ...exercise, designating the number of shares to be purchased, along with payment of the full amount of the purchase price of the shares being purchased. The purchase price may be paid in cash or, in the discretion of the Board of Directors, by tender of shares of common stock already owned by Optionee...

  • Page 9
    ... named executive officers' total compensation for 2011 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
    ... timely disclosure of information to the SEC and investment community and (ii) to review and supervise preparation 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...

  • 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
    .... Urso ...Security Ownership of Certain Beneficial Owners and Management 34,820 - 82,400 59,120 61,920 34,820 - 82,400 59,120 61,920 The following table shows the amount of our common stock beneficially owned as of March 23, 2012 by (a) each director and nominee, (b) each named executive officer...

  • Page 13
    ... to our Corporate Secretary at Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, NY 10022. Executive Compensation Compensation Discussion and Analysis We hold annual votes on executive compensation, in accordance with shareholder recommendation made at the 2011 annual meeting. In light...

  • Page 14
    ... and reviewing executive compensation policies and for approving, validating and benchmarking the compensation and benefits for named executive officers. The Committee is also responsible for determining the fees paid to our outside directors. The Committee includes Ms. Kelly M. Urso (Chair...

  • Page 15
    ... annual salary of Ms. Shirley Tafoya in 2011 from $530,000 to $542,000, effective July 1, 2011. 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 July 1, 2010...

  • Page 16
    ...during 2011, 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 17
    ... Company have programs for providing 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...

  • Page 18
    ...became employed by the Company as Head of Strategy on October 1, 2011. In these roles, he earned $472,500 in salary and consulting fees during the last year. Compensation Committee Report The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the SEC...

  • Page 19
    ... 2011 Annual Report on Form 10-K filed on February 21, 2012. (2) (3) The amounts reflected in this column reflect the performance-based cash awards paid to the named executives pursuant to certain employment agreements, as discussed in the CD&A above. Mr. Loughlin became the Chief Executive Officer...

  • Page 20
    ...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 Company as of the...

  • Page 21
    ... named executive officers during the fiscal year ended December 31, 2011. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target Threshold ($) ($) Name Christopher Loughlin(1) ...- 240,000 Holger Bartel...- - Wayne Lee(2) ...- 90,000 Glen Ceremony(3) ...- 150,000 Shirley Tafoya...

  • Page 22
    ..., perform services for, or engage in, any business competitive with the Company or solicit the Company's customers or employees during the term of his employment and for a period of one year thereafter. Ms. Shirley Tafoya entered into an employment agreement with the Company on August 4, 2010...

  • Page 23
    ... at the meeting. The Audit Committee has not yet selected our independent registered public accounting firm for our 2012 fiscal year. The Audit Committee annually reviews the performance of our independent registered public accounting firm and the fees charged for their services. This review has not...

  • Page 24
    ... the Delaware General Corporation Law and our certificate of incorporation and bylaws, the presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of our stock is necessary to constitute a quorum of stockholders to take action at the Annual Meeting. Once...

  • Page 25
    ... 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 26
    ...TRAVELZOO INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-4415727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 590 Madison Avenue, 37th Floor, New York, New York (Address of Principal Executive Offices) 10022 (Zip Code...

  • Page 27
    ... and Procedures ...Item 9B. Other Information ...PART III Item 10. Directors, Executive Officers and Corporate Governance of the Registrant ...Item 11. Executive Compensation ...Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain...

  • Page 28
    ... 20 e-mail newsletter, and the Newsflash email alert service. We operate SuperSearch, a pay-per-click travel search tool, and the Travelzoo Network, a network of third-party websites that list deals published by Travelzoo. We also operate Fly.com, a travel search engine that allows users to quickly...

  • Page 29
    ... the number of shares reported as outstanding. As of December 31, 2011, there were 15,961,553 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 30
    ... of Internet users. Our publications include the Travelzoo websites, the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, the Local Deals and Getaways e-mail alert services. We operate SuperSearch, a pay-per-click travel search tool and the Travelzoo Network, a network of...

  • Page 31
    ... monthly searches * For Travelzoo websites, reach information is based on data from Google Analytics. For Top 20, Newsflash, Local Deals and Getaways, Travelzoo Network, SuperSearch, and Fly.com, reach/usage information is based on internal Travelzoo statistics as of December 31, 2011. In 2011, 73...

  • Page 32
    ..., Newsflash, Local Deals, Getaways, the Travelzoo Network, SuperSearch search tool, and Fly.com search engine provide consumers information on current offers at no cost to the consumer. Key features of our products include: • Aggregation of Offers from Many Companies. Our Travelzoo websites and...

  • Page 33
    ..., entertainment companies and local businesses, including airlines, hotels, cruise lines, vacations packagers, tour operators, destinations, car rental companies, travel agents, theater and performing arts groups, restaurants, spas, and activity companies. Some of our advertisers are: Air New...

  • Page 34
    ...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 35
    ... 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 website (www.travelzoo.com), annual reports on Form 10-K, quarterly reports on Form 10-Q and current...

  • Page 36
    ... time period, or escheat claims related to shares not issued in the Company's merger with Travelzoo.com Corporation; and volatility of our operating results in new markets. • We may significantly increase our operating expenses related to advertising campaigns for Travelzoo for a certain period...

  • Page 37
    ...may be harmed by actions taken by advertisers that are outside our control. In particular, this is the case with our Local Deals and Getaways merchants, since we are selling vouchers , on behalf of the merchants, directly to our subscribers as opposed to the remainder of our business in which we are...

  • Page 38
    ... 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 Europe...

  • Page 39
    ... 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 40
    ... travel 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...

  • Page 41
    ... innovations or new products by us or our competitors; changes in financial estimates and recommendations by securities analysts; 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...

  • Page 42
    ... and, in particular, sales taxes, VAT and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the internet. New taxes could also create significant increases in internal costs necessary to capture...

  • Page 43
    ...into account the settlement with the State of Delaware referred to above, former stockholders of Travelzoo.com Corporation holding approximately 1.0 million had not submitted claims under the program as of December 31, 2011. If the Company were required to issue such shares for no additional payment...

  • Page 44
    ..., copyrights or other intellectual property rights held by third parties. While we have a trademark for "Travelzoo," many companies in the industry have similar names including the word "travel". We expect that infringement claims in our markets will increase in number as more participants enter the...

  • Page 45
    ..., including offices in Chicago, Illinois, Austin, Texas, Dallas, Texas, Las Vegas, Nevada, Los Angeles, California, Miami, Florida, Mountain View, California, San Francisco, California, Toronto, Ontario and Vancouver British Columbia. We also have leased offices for our Europe operations in...

  • Page 46
    ... performance on the following graph is not indicative of future stock price performance. Measurement Point 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 12/31/2011 Travelzoo Inc...$ NASDAQ Market Index ...$ S&P 500 Publishing ...$ 136.14 $ 109.52 $ 115.31 $ 62.18 $ 120.27 $ 86...

  • Page 47
    ...Travelzoo Top 20 e-mail newsletter, and the Newsflash email alert service. We operate SuperSearch, a pay-per-click travel search tool and the Travelzoo Network, a network of third-party websites that list deals published by Travelzoo. We also operate Fly.com, a travel search engine that allows users...

  • Page 48
    ... alert service in Asia Pacific are published by Travelzoo (Asia) Limited and Travelzoo Japan K.K., under a license agreement with the Company. There is a reciprocal revenue-sharing agreement among the entities operating the Travelzoo business in Asia Pacific and the Company related to cross-selling...

  • Page 49
    ... of searches performed on Fly.com. Our cost of revenues will increase if the face value of vouchers that we sell for Local Deals and Getaways increases because we have credit card fees based upon face value of vouchers sold, customer service costs related to vouchers sold and subscriber refunds on...

  • Page 50
    ... revenue such as the introduction of Fly.com in 2009 Local Deals in 2010, Getaways in 2011 as well as our mobile application launches in 2011. We believe that we can sell more advertising only if the market for online advertising continues to grow and if we can maintain or increase our market share...

  • Page 51
    ... type and segment for the years ended December 31, 2009, 2010 and 2011. Travel revenue includes travel publications (Top 20, Website, Newsflash, Network) and Getaways vouchers. Search revenue includes SuperSearch and Fly.com. Local revenue includes Local Deals vouchers and Entertainment non-vouchers...

  • Page 52
    ... of the Travelzoo Network, fees we pay related to user searches on Fly.com, amortization of capitalized website development costs; credit card fees, certain estimated subscriber refunds and customer service costs associated with Local Deals and Getaways vouchers that we sell, and salary expenses...

  • Page 53
    ... shareholders, the Company determined that it was in its best interest to promptly resolve all claims relating to the unclaimed property review. Under the terms of the agreement, the Company made a $20.0 million cash payment to the State of Delaware on April 27, 2011 and received a complete release...

  • Page 54
    ...unclaimed property review, a $5.3 million increase in cost of revenue primarily related to Local Deals and Getaways credit card fees, customer service and certain subscriber refunds, a $2.0 million dollar increase in television brand advertising expense and a $8.3 million salary and employee related...

  • Page 55
    ...in 2010 resulted from the cash received from the sale of our Asia Pacific business segment. On April 21, 2011, the Company entered into an agreement which required a $20.0 million cash payment to the State of Delaware resolving all claims relating to the State of Delaware's unclaimed property review...

  • Page 56
    ... related to net unrecognized tax benefits of approximately $1.9 million as of December 31, 2011, which we are unable to make reasonably reliable estimates on the timing of the cash settlements with the respective taxing authorities. Critical Accounting Policies We believe that there are a number...

  • Page 57
    ... filing, or previously billed amounts 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 Local Deals and Getaways from local businesses...

  • Page 58
    ...loss contingencies such as our liability to former stockholders of Travelzoo.com Corporation that may be realized as a result of our cash program for these claimants, State unclaimed property claims or otherwise and several lawsuits, both class actions and derivative suits. Please refer to Note 3 to...

  • Page 59
    ... 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...

  • Page 60
    ... 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 2011, and the related consolidated statements of operations, stockholders...

  • Page 61
    ... assets, less current portion ...Restricted cash ...Property and equipment, net ...Intangible assets, net ...Total assets...$ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ...$ Accrued expenses ...Deferred revenue ...Deferred rent ...Income tax payable ...Total current...

  • Page 62
    TRAVELZOO INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2009 2010 2011 (In thousands, except per share amounts) Revenues ...$ Cost of revenues...Gross profit ...Operating expenses: Sales and marketing...General and administrative ...Settlement with State of Delaware ...Total ...

  • Page 63
    TRAVELZOO INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Amount Balances, December 31, 2008 ...Proceeds ...

  • Page 64
    ... 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 (used in) financing activities...Effect of exchange rate changes on cash and cash equivalents...

  • Page 65
    ..., the Newsflash e-mail alert service, the SuperSearch pay-per-click travel search tool, and the Travelzoo Network, a network of third-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...

  • Page 66
    ... the Travelzoo Network, and from Fly.com. The Company also generates revenue from the sale of vouchers through our Local Deals and Getaways e-mail alert services. The Company recognizes revenues in accordance with the SEC Staff Accounting Bulletin for revenue recognition. Advertising revenues are...

  • Page 67
    ... exist after the full 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...

  • Page 68
    ... in the computation of diluted net income per share for the year ended December 31, 2011. (f) Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets...

  • Page 69
    ... ended December 31, 2009, 2010 and 2011, respectively. In January 2009, the Company purchased the Fly.com domain name for $1.8 million. Future amortization expense related to intangible assets at December 31, 2011 is as follows (in thousands): Year ended December 31, 2012 ...2013 ...$ $ 354 350 704...

  • Page 70
    ...-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 consolidated statements of operations. Total stock-based compensation for the years ended December 31, 2009, 2010 and 2011...

  • Page 71
    ... was commenced against the Company and certain former and current officers and directors. Another putative class action lawsuit, Steamfitters Local 449 Pension Fund v. Travelzoo Inc., et al., was also filed in that court and asserted substantially similar claims against the same defendants. Pursuant...

  • Page 72
    ... as stockholders, the Company determined that it was in its best interest to promptly resolve all claims relating to the unclaimed property review. The Company made a $20.0 million cash payment to the State of Delaware on April 27, 2011 and received a complete release of those claims. The Company is...

  • Page 73
    ... into account the settlement with the State of Delaware referred to above in Note 1, former stockholders of Travelzoo.com Corporation holding approximately 1.0 million shares (representing approximately $24.6 million based upon the Company's stock price at the end of 2011) had not submitted claims...

  • Page 74
    ... expenses as of December 31, 2010 and 2011 were as follows (in thousands): December 31, 2010 2011 Accrued advertising expense...$ Accrued compensation expense ...Accrued payments to merchants...Other accrued expenses ...Reserve for subscriber refunds ...Total accrued expenses ...$ (5) Income Taxes...

  • Page 75
    ... recorded in stockholders' equity for the tax benefit of stock option exercises. Income tax expense from continuing operations for the years ended December 31, 2009, 2010 and 2011 differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company's level of...

  • Page 76
    ... as financing cash flows. For fiscal year 2011, the Company recorded $268,000 of excess tax benefit. In October 2001, the Company granted to each director fully vested and exercisable options to purchase 30,000 shares of common stock with an exercise price of $2.00 per share for their services as...

  • Page 77
    ... by the Company's majority stockholder, Ralph Bartel. In November 2009, the Company granted to one if its employees options to purchase 300,000 shares of common stock with an exercise price of $14.97. 75,000 options vest and become exercisable annually starting in July 1, 2011. The options expire in...

  • Page 78
    ... by the number of inthe-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2009, 2010, and 2011. 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 79
    ... type and segment for the years ended December 31, 2009, 2010 and 2011. Travel revenue includes travel publications (Top 20, Website, Newsflash, Network) and Getaways vouchers. Search revenue includes SuperSearch and Fly.com. Local revenue includes Local Deals vouchers and Entertainment non-vouchers...

  • Page 80
    ... to any proposal relating the Asia Pacific business, Azzurro Capital Inc., Travelzoo (Asia) Limited, or Travelzoo Japan K.K., in the same manner and in the same proportion that all other securities of the same class are voted at any meeting of the stockholders of the Company, and included provisions...

  • Page 81
    ... the sale, the Company received $2.1 million, net 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...

  • Page 82
    ... Mar 31, 2010 Jun 30, 2010 Sep 30, 2010 Dec 31, 2010 Mar 31, 2011 Jun 30, 2011 Sep 30, 2011 Dec 31, 2011 (In thousands, except per share amounts) Revenues ...Cost of revenues...Gross profit ...Operating expenses: Sales and marketing...General and administrative ...Settlement with State of Delaware...

  • Page 83
    ..., 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/ CHRISTOPHER LOUGHLIN Christopher Loughlin Chief Executive Officer /s/ GLEN CEREMONY Glen Ceremony Chief Financial Officer February 16, 2012...

  • Page 84
    PART III Item 10. Directors, Executive Officers and Corporate Governance of the Registrant Information required by this item is incorporated by reference to Travelzoo's Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of ...

  • Page 85
    ... in Part II, Item 8: Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) ...Consolidated Statements of Cash Flows ...Notes to Consolidated...

  • Page 86
    ...GLEN CEREMONY Glen Ceremony /s/ RALPH BARTEL Ralph Bartel /s/ DAVID J. EHRLICH David J. Ehrlich /s/ DONOVAN NEALE-MAY Donovan Neale-May /s/ KELLY M. URSO Kelly M. Urso Chairman of the Board February 16, 2012 Chief Executive Officer Chief Financial Officer and Principal Accounting Officer Director...

  • Page 87
    ... 4, 2011 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) Employment Agreement, dated May 9, 2011 between Glen Ceremony and Travelzoo Inc. Form 8-K (File No. 000-50171), filed May 20, 2011) Employment...

  • Page 88
    ... Number Description 101.DEF†101.LAB†101.PRE XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document This exhibit is a management contract or a compensatory plan or arrangement. Filed...

  • Page 89
    EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO INC. Subsidiaries Jurisdiction Travelzoo (Canada) Inc. Travelzoo (Europe) Limited Travelzoo Local Inc. Canada United Kingdom Delaware

  • Page 90
    ...and subsidiaries (Travelzoo Inc.) of our report dated February 17, 2012, with respect to the consolidated balance sheets of Travelzoo Inc. as of December 31, 2010 and 2011, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for...

  • Page 91
    ...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. Date: February 16, 2012 /s/ CHRISTOPHER LOGHLIN Christopher Loughlin Chief Executive Officer

  • Page 92
    EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Glen Ceremony, 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 93
    EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Annual Report on Form 10-K (the "Report") of Travelzoo Inc. for the period ended December 31, 2011, the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to...

  • Page 94
    ... and results of operations of the Registrant. Date: February 16, 2012 /s/ GLEN CEREMONY Glen Ceremony 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 or as a separate disclosure document.

  • Page 95
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  • Page 96
    Investors Relations: Travelzoo Inc. ATTN: Investor Relations 590 Madison Avenue 37th Floor New York, NY 10022 Web site: www.travelzoo.com/ir