Travelzoo 2015 Annual Report Download - page 122

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79
Except set forth below, during the three months ended December 31, 2015, there were no changes in our internal control
over financial reporting (as defined in Exchange Act Rule 13a-15 and 15d-15 under the Securities Exchange Act of 1934) that
materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
During 2015, we made certain changes to our internal control over financial reporting related to our acquisition of the
Asia Pacific business, which we acquired in August 2015. These changes are subject to a Securities and Exchange Commission
allowed first-year exemption for acquired businesses. In addition, we made certain changes to internal control over financial
reporting related to our implementation of an updated accounting system.
Management’s Report on Internal Control Over Financial Reporting
Travelzoo’s management is responsible for establishing and maintaining adequate internal control over financial
reporting for Travelzoo Inc. Travelzoo’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Travelzoo’s internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of Travelzoo; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of Travelzoo are being made only in accordance with authorizations of
management and directors of Travelzoo; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of Travelzoo’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Travelzoo’s management assessed the effectiveness of Travelzoo’s internal control over financial reporting as of
December 31, 2015, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control — Integrated Framework (2013). The assessment of the effectiveness of Travelzoo’s internal
control over financial reporting as of December 31, 2015 excluded the assessment of internal controls over financial reporting
related to the Travelzoo Asia Pacific business, which was acquired in August 2015, based upon a Securities and Exchange
Commission allowed first-year exemption for acquired businesses. Travelzoo Asia Pacific business’ total assets of $5.8 million
and total revenues of $10.8 million are included in the consolidated financial statements of Travelzoo Inc. as of and for the year
ended December 31, 2015. Based on the assessment by Travelzoo’s management, subject to the foregoing, Travelzoo
determined that its internal control over financial reporting was effective as of December 31, 2015. The effectiveness of
Travelzoo’s internal control over financial reporting as of December 31, 2015 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/ HOLGER BARTEL
Holger Bartel
Chairman of the Board and Global CEO
/s/ GLEN CEREMONY
Glen Ceremony
Chief Financial Officer
March 14, 2016