Document and Entity Information(USD $)
9 Months Ended
Sep. 30, 2011
Oct. 26, 2011
Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name
TRAVELZOO INC
Entity Central Index Key
0001133311
Document Type
10-Q
Document Period End Date
Sep. 30, 2011
Amendment Flag
FALSE
Document Fiscal Year Focus
2011
Document Fiscal Period Focus
Q3
Current Fiscal Year End Date
--12-31
Entity Well-known Seasoned Issuer
No
Entity Voluntary Filers
No
Entity Current Reporting Status
Yes
Entity Filer Category
Accelerated Filer
Entity Public Float
$68,452,722
Entity Common Stock, Shares Outstanding
15,961,553
Condensed Consolidated Balance Sheets (Unaudited)(USD $)
In Thousands
Sep. 30, 2011
Dec. 31, 2010
Current assets:
Cash and cash equivalents
$32,433
$41,184
Accounts receivable, less allowance for doubtful accounts of $313 and $386 as of September 30, 2011 and December 31, 2010, respectively
14,066
13,290
Income tax receivable
2,563
264
Deposits
210
129
Prepaid expenses and other current assets
2,278
1,489
Deferred tax assets
1,362
1,411
Total current assets
52,912
57,767
Deposits, less current portion
753
279
Deferred tax assets, less current portion
349
349
Restricted cash
3,102
3,124
Property and equipment, net
3,519
3,425
Intangible assets, net
792
1,058
Total assets
61,427
66,002
Current liabilities:
Accounts payable
17,177
9,931
Accrued expenses
11,000
6,080
Deferred revenue
1,587
1,325
Income tax payable
294
650
Deferred rent
108
218
Total current liabilities
30,166
18,204
Deferred tax liabilities--long-term
160
0
Long-term tax liabilities
2,109
1,449
Deferred rent, less current portion
734
460
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value per share (5,000 shares authorized; 0 issued)
Common stock, $0.01 par value (40,000 shares authorized; 16,462 shares issued and 15,962 shares outstanding as of September 30, 2011, 16,444 shares issued and outstanding as of December 31, 2010)
160
164
Treasury stock (at cost, 500 shares at September 30, 2011)
(15,119)
0
Additional paid-in capital
7,468
6,598
Retained earnings
37,055
40,165
Accumulated other comprehensive loss
(1,306)
(1,038)
Total stockholders' equity
28,258
45,889
Total liabilities and stockholders' equity
$61,427
$66,002
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)(USD $)
In Thousands, except Per Share data
Sep. 30, 2011
Dec. 31, 2010
Current assets:
Allowance for doubtful accounts receivable
$313
$386
Stockholders' equity:
Preferred stock, par value
$0.01
$0.01
Preferred stock, shares authorized
5,000
5,000
Preferred stock, shares issued
Common stock, par value
$0.01
$0.01
Common stock, shares authorized
40,000
40,000
Common stock, shares issued
16,462
16,444
Common stock, shares outstanding
15,962
16,444
Treasury stock, shares
500
Condensed Consolidated Statements of Operations (Unaudited)(USD $)
In Thousands, except Per Share data
3 Months Ended
Sep.30,
9 Months Ended
Sep.30,
2011
2010
2011
2010
Condensed Consolidated Statements of Operations [Abstract]
Revenues
$38,661
$27,693
$113,186
$84,317
Cost of revenues
4,221
1,742
9,603
5,012
Gross profit
34,440
25,951
103,583
79,305
Operating expenses:
Sales and marketing
16,737
13,630
51,569
42,671
General and administrative
8,478
6,616
25,167
19,833
Settlement with State of Delaware
20,000
Total operating expenses
25,215
20,246
96,736
62,504
Income from operations
9,225
5,705
6,847
16,801
Other income and expense:
Interest income and other income
52
45
128
132
Gain (loss) on foreign currency
(52)
20
(24)
(190)
Income before income taxes
9,225
5,770
6,951
16,743
Income taxes
3,299
2,120
10,061
7,373
Net income (loss)
$5,926
$3,650
$(3,110)
$9,370
Basic net income (loss) per share
$0.36
$0.22
$(0.19)
$0.57
Diluted net income (loss) per share
$0.36
$0.22
$(0.19)
$0.57
Shares used in computing basic net income (loss) per share
16,396
16,444
16,434
16,444
Shares used in computing diluted net income (loss) per share
16,504
16,453
16,434
16,453
Condensed Consolidated Statements of Cash Flows (Unaudited)(USD $)
In Thousands
9 Months Ended
Sep.30,
2011
2010
Cash flows from operating activities:
Net income (loss)
$(3,110)
$9,370
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
2,054
1,766
Deferred income tax
209
64
Stock-based compensation
562
562
Provision for losses on accounts receivable
(25)
106
Tax benefit of stock option exercise
(268)
Net foreign currency effect
24
190
Changes in operating assets and liabilities:
Accounts receivable
(722)
(2,982)
Deposits
(568)
(109)
Income tax receivable
(2,031)
4,280
Prepaid expenses and other current assets
(785)
(278)
Accounts payable
7,454
594
Accrued expenses
4,992
1,416
Deferred revenue
268
348
Deferred rent
179
(20)
Income tax payable
(353)
496
Other non-current liabilities
673
(704)
Net cash provided by operating activities
8,553
15,099
Cash flows from investing activities:
Purchases of property and equipment
(1,902)
(1,142)
Net cash used in investing activities
(1,902)
(1,142)
Cash flows from financing activities:
Proceeds from exercise of stock options
40
Tax benefit of stock option exercise
268
Repurchase of common stock
(15,124)
Proceeds from sale of Asia Pacific business segment
1,073
Net cash provided by (used in) financing activities
(14,816)
1,073
Effect of exchange rate changes on cash and cash equivalents
(586)
(89)
Net increase (decrease) in cash and cash equivalents
(8,751)
14,941
Cash and cash equivalents at beginning of period
41,184
19,776
Cash and cash equivalents at end of period
32,433
34,717
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net
$11,572
$3,264
The Company and Basis of Presentation
The Company and Basis of Presentation

Note 1: The Company and Basis of Presentation

Travelzoo Inc. (the “Company” or “Travelzoo”) is a global Internet media company. We inform over 24 million subscribers in North America, Europe and Asia Pacific, as well as millions of website users, about the best travel, entertainment and local deals available from thousands of companies. Our deal experts source, research and test-book offers, recommending only those that meet Travelzoo’s rigorous quality standards. We provide travel companies, entertainment companies, and local businesses with a fast, flexible, and cost effective way to reach millions of consumers. Our revenues are generated primarily from advertising fees. In Asia Pacific, the Travelzoo business is operated by Travelzoo (Asia) Ltd. and Travelzoo Japan K.K. under a license agreement with Travelzoo Inc.

Our publications and products include the Travelzoo websites (www.travelzoo.com, www.travelzoo.ca, www.travelzoo.co.uk, www.travelzoo.de, www.travelzoo.es, www.travelzoo.fr, among others), the Travelzoo Top 20 e-mail newsletter, 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 travel deals published by Travelzoo. We also operate Fly.com, a travel search engine that allows users to quickly and easily find the best prices on flights from hundreds of airlines and online travel agencies. In August 2010, we launched Local Deals, a new service that allows our subscribers to purchase vouchers for deals from local businesses such as spas and restaurants through the Travelzoo website. Vouchers are redeemable at the local businesses during the promotional period. We receive a percentage of the face value of the voucher from the local businesses.

Starting November 1, 2009, the Travelzoo websites 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 have been published by Travelzoo (Asia) Limited and Travelzoo Japan K.K., wholly owned subsidiaries of Azzurro Capital Inc., 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 audiences, channels and offers.

Travelzoo is controlled by Ralph Bartel, who held beneficially approximately 53.3% of the outstanding shares as of October 28, 2011.

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company, and its results of operations and cash flows. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2010, included in the Company’s Form 10-K filed with the SEC on March 16, 2011.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the period.

The results of operations for the three months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011 or any other future period, and the Company makes no representations related thereto.

The Company was formed as a result of a combination and merger of entities founded by the Company’s majority stockholder, Ralph Bartel. In 1998, Mr. Bartel founded Travelzoo.com Corporation, a Bahamas corporation, which issued 5,155,874 shares via the Internet to approximately 700,000 “Netsurfer stockholders” for no cash consideration, but subject to certain conditions as referred to below. In 1998, Mr. Bartel also founded Silicon Channels Corporation, a California corporation, to operate the Travelzoo website. During 2001, Travelzoo Inc. was formed as a subsidiary of Travelzoo.com Corporation, and Mr. Bartel contributed all of the outstanding shares of Silicon Channels Corporation to Travelzoo Inc. in exchange for 8,129,273 shares of Travelzoo Inc. and options to acquire an additional 2,158,349 shares at $1.00. Mr. Bartel exercised these options in January 2009.

In April 2002, Travelzoo.com Corporation was merged into Travelzoo Inc. Under and subject to the terms of the merger agreement, stockholders were allowed a period of two years following the effective date of the merger to receive one share of Travelzoo Inc. in exchange for each outstanding share of common stock of Travelzoo.com Corporation. The records of Travelzoo.com Corporation showed that, assuming all of the shares applied for by the Netsurfer stockholders were validly issued, there were 11,295,874 shares of Travelzoo.com Corporation outstanding. As of April 25, 2004, two years following the effective date of the merger, 7,180,342 shares of Travelzoo.com Corporation had been exchanged for shares of Travelzoo Inc. Prior to that date, the remaining shares which were available for issuance pursuant to the merger agreement were included in the issued and outstanding common stock of Travelzoo Inc. and included in the calculation of basic and diluted earnings per share. After April 25, 2004, the Company ceased issuing shares to the former stockholders of Travelzoo.com Corporation, and no additional shares are reserved for issuance to any former stockholders, because their right to receive shares has now expired. On April 25, 2004, the number of shares reported as outstanding was reduced from 19,425,147 to 15,309,615 to reflect actual shares issued as of the expiration date. Earnings per share calculations reflect this reduction of the number of shares reported as outstanding. As of September 30, 2011, there were 15,961,553 shares of common stock outstanding.

On April 21, 2011, the Company entered into an agreement with the State of Delaware resolving all claims relating to an unclaimed property review which began in 2010. The primary issue raised in the preliminary findings from the review, received by the Company on April 12, 2011, concerned the shares of Travelzoo which have not been claimed by former stockholders of Travelzoo.com as discussed in the preceding paragraph. In the preliminary findings under the unclaimed property review, up to 3.0 million shares were identified as “demandable” under Delaware escheat laws. While the Company continues to take the position that such shares were issuable only to persons who establish their eligibility 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.

It is the Company’s understanding that, under applicable law, if it holds unclaimed property of third parties whose addresses are unknown, that property may be subject to escheat to the State of Delaware, because it is the jurisdiction of incorporation of the Company. The number of shares identified in the preliminary findings related almost entirely to parties with unknown addresses. Accordingly, the settlement with the State of Delaware is expected to substantially limit any further obligations of the Company under escheat and similar state laws.

If additional escheat claims are asserted in the future, the Company intends to challenge the applicability of escheat rights, in that, among other reasons, the identity, residency, and eligibility of the holders in question cannot be determined. There were certain conditions applicable to the issuance of shares to the Netsurfer stockholders, including requirements that (i) they be at least 18 years of age, (ii) they be residents of the U.S. or Canada, and (iii) they not apply for shares more than once. The Netsurfer stockholders were required to confirm their compliance with these conditions, and were advised that failure to comply could result in cancellation of their shares in Travelzoo.com Corporation. Travelzoo.com Corporation was not able to verify that the applicants met the requirements referred to above at the time of their applications for issuance of shares. If claims are asserted by persons claiming to be former stockholders of Travelzoo.com Corporation, the Company intends to assert that the claimant must establish that the original Netsurfer stockholders complied with the conditions to issuance of their shares. The Company is not able to predict the amount or outcome of any future claims which might be asserted relating to the unissued shares.

The Company is continuing its program under which it makes cash payments to people who establish that they were former stockholders of Travelzoo.com Corporation, and who failed to submit requests to convert their shares into shares of Travelzoo Inc. within the required time period. The accompanying condensed consolidated financial statements include a charge in general and administrative expenses of $60,000 for these cash payments for the three months ended September 30, 2011. The total cost of 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 Company’s common stock price affects 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. 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. As noted above, in order to receive payment under the program, a person is required to establish that such person validly held shares in Travelzoo.com Corporation. Assuming 100% of the requests from 1998 were valid, and after taking into account the settlement with the State of Delaware referred to above, former stockholders of Travelzoo.com Corporation holding approximately 1.0 million shares had not submitted claims under the program as of September 30, 2011.

 

Revenue Recognition
Revenue Recognition

Note 2: Revenue Recognition

The Company’s revenue consists primarily of advertising sales. Advertising revenues are principally derived from the sale of advertising in North America and Europe on the Travelzoo website, in the Travelzoo Top 20 e-mail newsletter, in Newsflash, from SuperSearch, from the Travelzoo Network, and from Fly.com. The Company also generates revenue from the sale of vouchers through our Local Deals e-mail alert service.

The Company recognizes revenues in accordance with the SEC Staff Accounting Bulletin for revenue recognition. Advertising revenues are recognized in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable, and collection of the resulting receivable is reasonably assured.

Where collectibility is not reasonably assured, the revenue will be recognized upon cash collection, provided that the other criteria for revenue recognition have been met. The Company recognizes revenue for fixed-fee advertising arrangements ratably over the term of the insertion order as described below, with the exception of Travelzoo Top 20 or Newsflash insertions, which are recognized upon delivery. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company allocates the total arrangement fee to each element based on the relative estimated selling price of each element. The Company recognizes revenue for the period based on elements delivered during the period. The Company uses prices stated on its internal rate card, which represents stand-alone sales prices, to establish estimated selling prices. The stand-alone price is the price that would be charged if the advertiser purchased only the individual insertion. Fees for variable-fee advertising arrangements are recognized based on the number of impressions displayed, number of clicks delivered, or number of referrals generated during the period.

Under these policies, no revenue is recognized unless persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is deemed reasonably assured. The Company evaluates each of these criteria as follows:

 

   

Evidence of an arrangement. The Company considers an insertion order signed by the client or its agency to be evidence of an arrangement.

 

   

Delivery. Delivery is considered to occur when the advertising has been displayed and, if applicable, the click-throughs have been delivered.

 

   

Fixed or determinable fee. The Company considers the fee to be fixed or determinable if the fee is not subject to refund or adjustment and payment terms are standard.

 

   

Collection is deemed reasonably assured. Collection is deemed reasonably assured if it is expected that the client will be able to pay amounts under the arrangement as payments become due. If it is determined that collection is not reasonably assured, then revenue is deferred and recognized upon cash collection. Collection is deemed not reasonably assured when a client is perceived to be in financial distress, which may be evidenced by weak industry conditions, a bankruptcy filing, or previously billed amounts that are past due.

Insertion orders that include fixed-fee advertising are invoiced upon acceptance of the insertion order and on the first day of each month over the term of the insertion order, with the exception of Travelzoo Top 20 or Newsflash insertions, which are primarily invoiced upon delivery. Insertion orders that include variable-fee advertising are invoiced at the end of the month. The Company’s standard terms state that in the event that Travelzoo fails to publish advertisements as specified in the insertion order, the liability of Travelzoo to the client shall be limited to, at Travelzoo’s sole discretion, a pro rata refund of the advertising fee, the placement of the advertisements at a later time in a comparable position, or the extension of the term of the insertion order until the advertising is fully delivered. The Company believes that no significant obligations exist after the full delivery of advertising.

Revenue from advertising sold to clients through agencies is reported at the net amount billed to the agency.

During the third quarter of 2010, the Company started selling vouchers for deals from local businesses such as spas and restaurants. The Company earns a fee for acting as an agent in these transactions which is recorded on a net basis and is included in revenue upon completion of the voucher sale. Certain merchant contracts in foreign locations allow us to retain fees related to vouchers sold that are not redeemed by purchasers upon expiration, which we recognize as revenue after the expiration of the redemption period and after there are no further obligations to provide funds to merchants, subscribers or others. At the time revenue is recorded for these voucher sales, we record an allowance for estimated subscriber refunds based on our historical experience. We accrue costs associated with refunds in accrued expenses on the consolidated balance sheets. Estimated subscriber refunds that are determined to be recoverable from the merchant are recorded in the consolidated statements of operations as a reduction to revenue. Estimated subscriber refunds that are determined not to be recoverable from the merchant, are presented as a cost of revenue. If our judgments regarding estimated subscriber refunds are inaccurate, reported results of operations could differ from the amount we previously accrued.

Recent Accounting Standards
Recent Accounting Standards

Note 3: Recent Accounting Standards

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 units of accounting. The update primarily provides two significant changes: 1) it eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) it eliminates the residual method to allocate the arrangement consideration. In addition, the update also expands the disclosure requirements for revenue recognition. Effective January 1, 2011, the Company adopted this new accounting standard. The adoption of this new accounting standard did not have a material impact on the Company’s consolidated results of operations and financial condition.

In May 2011, the FASB issued ASU 2010-06, a new accounting standard, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The standard is effective for fiscal years beginning after December 15, 2011. The Company will adopt this new accounting standard on January 1, 2012 and is currently assessing the future impact of this new accounting standard on the Company’s consolidated results of operations and financial condition.

In June 2011, the FASB issued ASU 2011-05, a new accounting standard update, which eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, an entity will be required to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The standard is effective for fiscal years beginning after December 15, 2011. The Company will adopt this new standard effective January 1, 2012 and does not expect the adoption of this new accounting standard will have a material impact on the Company’s consolidated results of operations and financial condition.

Financial Instruments
Financial Instruments

Note 4: Financial Instruments

At September 30, 2011, restricted cash consisted primarily of a certificate of deposit for $875,000 serving as collateral for a standby letter of credit for the security deposit under the lease of our corporate headquarters and a $2.2 million deposit with our bank in the U.K. for our merchant account. Cash equivalents consist of highly liquid investments with remaining maturities of three months or less on the date of purchase held in money market funds. The Company believes that the carrying amounts of these financial assets are a reasonable estimate of their fair value. The fair value of these financial assets was determined using the following inputs at September 30, 2011 (in thousands):

 

                                 
    Fair Value Measurements at Reporting Date Using  
          Quoted Prices in
Active Markets
for Identical
Assets
    Significant
Other
Observable
Inputs
    Significant
Unobservable
Inputs
 
    Total     (Level 1)     (Level 2)     (Level 3)  

Assets:

                               

Money market funds

  $ 5,087     $ 5,087     $ —       $ —    
   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 5,087     $ 5,087     $ —       $ —    
   

 

 

   

 

 

   

 

 

   

 

 

 

There have been no changes in level 2 and level 3 investments for the period ending September 30, 2011.

Internal-Use Software and Website Development
Internal-Use Software and Website Development

Note 5: Internal-Use Software and Website Development

The Company includes in fixed assets the capitalized cost of internal-use software and website development, including software used to upgrade and enhance its website and processes supporting the Company’s business. Costs incurred in the planning stage and operating stage are expensed as incurred while costs incurred in the application development stage and infrastructure development stage are capitalized, assuming such costs are deemed to be recoverable.

As of September 30, 2011 and December 31, 2010, our capitalized internal-use software and website development costs, net of accumulated amortization, were $135,000 and $465,000, respectively. For the three months ended September 30, 2011 and 2010, the Company recorded amortization of capitalized internal-use software and website development costs of $110,000 for each of these periods. For the nine months ended September 30, 2011 and 2010, the Company recorded amortization of capitalized internal-use software and websites development costs of $330,000 for each of these periods.

Intangible Assets
Intangible Assets

Note 6: Intangible Assets

Intangible assets consist of the following (in thousands):

 

                 
    September 30,
2011
    December 31,
2010
 

Internet domain names

  $ 2,117     $ 2,117  

Less accumulated amortization

    1,325       1,059  
   

 

 

   

 

 

 

Total

  $ 792     $ 1,058  
   

 

 

   

 

 

 

Intangible assets have a useful life of 5 years. For the three months ended September 30, 2011 and 2010, amortization expense was $88,000 for each period. For the nine months ended September 30, 2011 and 2010, amortization expense was $265,000 for each period.

Future expected amortization expense related to intangible assets at September 30, 2011 is as follows (in thousands):

 

         

2011

    88  

2012

    352  

2013

    352  
   

 

 

 

Total

  $ 792  
   

 

 

 

The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Certain Risks and Uncertainties
Certain Risks and Uncertainties

Note 7: Certain Risks and Uncertainties

The Company’s cash, cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. The accounts receivable are derived from revenue earned from customers located in the U.S. and internationally.

The Company maintains an allowance for doubtful accounts based upon its historical experience, the age of the receivable and customer specific information. Determining appropriate allowances for these losses is an inherently uncertain process, and ultimate losses may vary from the current estimates. The allowance for doubtful accounts was $313,000 and $386,000 at September 30, 2011 and December 31, 2010, respectively.

Stock-Based Compensation and Stock Options
Stock-Based Compensation and Stock Options

Note 8: Stock-Based Compensation and Stock Options

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 a director in 2000 and 2001. A total of 210,000 options were granted. The options expire in October 2011. 150,000 options were exercised during the year ended December 31, 2005, 17,275 options were exercised during the year ended December 31, 2006, 30,000 options were exercised during the year ended December 31, 2008 and the remaining 12,725 of these options were exercised during the quarter ended March 31, 2011.

In March 2002, the Company granted to each director options to purchase 5,000 shares of common stock with an exercise price of $3.00 per share that vested in connection with their services as a director in 2002. A total of 35,000 options were granted. The options expire in March 2012. In October 2002, 1,411 options were cancelled upon the resignation of a director, 23,589 options were exercised during the year ended December 31, 2004, 5,000 options were exercised during the year ended December 31, 2008 and the remaining 5,000 of these options were exercised during the quarter ended March 31, 2011.

In November 2009, the Company granted to one of 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 July 1, 2011. The options expire in November 2019. As of September 30, 2011, 75,000 of the options were vested and 300,000 options were outstanding. Total stock-based compensation for the three months ended September 30, 2011 and 2010 was $187,000 for each period. Total stock-based compensation for the nine months ended September 30, 2011 and 2010 was $562,000 for each period. As of September 30, 2011, there was approximately $2.1 million of unrecognized stock-based compensation expense related to outstanding stock options. This amount is expected to be recognized over 3.0 years. The Company used a forfeiture rate of 0% as the Company does not have enough historical forfeiture data to estimate the forfeiture rate. To the extent the actual forfeiture rate is different from what we have anticipated, stock-based compensation related to these options will be different from our expectations.

Net Income (Loss) Per Share
Net Income (Loss) Per Share

Note 9: Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of dilutive potential common shares outstanding during the period. Potential common shares included in the diluted calculation consist of incremental shares issuable upon the exercise of outstanding stock options calculated using the treasury stock method.

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts):

 

                                 
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2011     2010     2011     2010  

Basic net income (loss) per share:

                               

Net income (loss)

  $ 5,926     $ 3,650     $ (3,110   $ 9,370  

Weighted average common shares

    16,396       16,444       16,434       16,444  
   

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income (loss) per share

  $ 0.36     $ 0.22     $ (0.19   $ 0.57  
   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net income (loss) per share:

                               

Net income (loss)

  $ 5,926     $ 3,650     $ (3,110   $ 9,370  
   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares

    16,396       16,444       16,434       16,444  

Effect of dilutive securities: stock options

    108       9       —         9  
   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted weighted average common shares

    16,504       16,453       16,434       16,453  
   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net income (loss) per share

  $ 0.36     $ 0.22     $ (0.19   $ 0.57  
   

 

 

   

 

 

   

 

 

   

 

 

 

All dilutive options outstanding as of September 30, 2011 were included in the computation of diluted net income (loss) per share for the three months.

For the three months ended September 30, 2010, options to purchase approximately 300,000 shares of common stock were not included in the calculation of net loss per share because the effect would have been anti-dilutive.

For the nine months ended September 30, 2011, options to purchase approximately 300,000 shares of common stock were not included in the calculation of net loss per share because the effect would have been anti-dilutive.

For the nine months ended September 30, 2010, options to purchase approximately 300,000 shares of common stock with exercise prices greater than the average fair value of the Company’s stock were not included in the calculation because the effect would have been anti-dilutive.

Commitments and Contingencies
Commitments and Contingencies

Note 10: Commitments and Contingencies

On August 9, 2011, a purported class action lawsuit in the United States District Court for the Southern District of New York, Tomlinson v. Travelzoo Inc., et al., 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 to the Private Securities Litigation Reform Act of 1995 (“PSLRA”), the two putative class action lawsuits will be consolidated and a lead plaintiff will be selected.

These actions assert claims pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) alleging that the Company issued materially false and misleading statements concerning the Company’s business and prospects during the class period from April 21, 2011 to July 21, 2011. The actions seek unspecified damages and we are unable to estimate the possible loss or range of losses that could potentially result from these actions. The Company believes that the actions are without merit and intends to defend the suits vigorously.

In addition, five shareholder derivative lawsuits, Wang v. Bartel, et al., Wirth v. Bartel, et al., Kitt v. Bartel, et al., Blatt v. Bartel, et al., and Turansky v. Bartel, et al., were filed in the Southern District of New York based on similar allegations that seek to assert claims under state law derivatively on behalf of Travelzoo against certain officers and directors of the Company. The shareholder derivative actions assert that the defendants breached their fiduciary duties under state law by issuing materially false and misleading statements. The actions also allege that certain defendants purportedly sold stock while in possession of material non-public information. The Kitt action also includes a claim under Section 14(a) of the Exchange Act that alleges that the Company’s May 2, 2011 proxy statement was materially false and misleading. On October 19, 2011, the Blatt action was voluntarily dismissed. Plaintiffs in the shareholder derivative actions have moved to consolidate the related actions and to appoint lead counsel and liaison counsel.

The Company leases office space in Canada, France, Germany, Spain, the U.K., and the U.S. under operating leases which expire between July 31, 2011 and November 30, 2021. The future minimum lease payments under these operating leases as of September 30, 2011 total $14.5 million. The future lease payments consist of $1,210,000 due in 2011, $4,220,000 due in 2012, $3,277,000 due in 2013, $1,627,000 due in 2014, $1,498,000 due in 2015, $1,139,000 in 2016 and $1,440,000 thereafter.

As discussed above under Note 1, the Company is continuing its program under which it makes cash payments to people who establish that they were former stockholders of Travelzoo.com Corporation, and who failed to submit requests to convert their shares into shares of Travelzoo Inc. within the required time period. The accompanying condensed consolidated financial statements include a charge in general and administrative expenses of $60,000 for these cash payments for the three months ended September 30, 2011. The total cost of 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 Company’s common stock price affects 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. 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. As noted above, in order to receive payment under the program, a person is required to establish that such person validly held shares in Travelzoo.com Corporation. Assuming 100% of the requests from 1998 were valid, and after taking 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 had not submitted claims under the program as of September 30, 2011.

Income Taxes
Income Taxes

Note 11: Income Taxes

In determining the quarterly provisions for income taxes, the Company uses an estimated annual effective tax rate which is based on our expected annual income and statutory tax rates in the U.S. The effective tax rate does not reflect any tax benefits from the losses of our foreign operations. For the nine months ended September 30, 2011, our effective tax rate was 145%. For the nine months ended September 30, 2011, the $20.0 million expense for the settlement with the State of Delaware was treated as having no recognizable tax benefits.

At September 30, 2011, the Company had approximately $2.1 million in total unrecognized tax benefits. Unrecognized tax benefits of approximately $772,000 which, if recognized, would favorably affect the Company’s effective income tax rate, and unrecognized tax benefits of approximately $1.2 million which if recognized, would be recorded in discontinued operations.

The Company’s policy is to include interest and penalties related to unrecognized tax positions in income tax expense. As of September 30, 2011 and December 31, 2010, the Company had approximately $126,000 and $83,000, respectively, in accrued interest related to uncertain tax positions. The Company has not accrued any penalties related to our uncertain tax positions as we believe that it is more likely than not that there will not be any assessment of penalties. The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for years after 2007 and is subject to California tax examinations for years after 2004.

Segment Reporting and Significant Customer Information
Segment Reporting and Significant Customer Information

Note 12: Segment Reporting and Significant Customer Information

The Company manages its business geographically and has two reportable operating segments: North America and Europe. North America consists 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.

Management relies on an internal management reporting process that provides revenue and segment operating income (loss) for making financial decisions and allocating resources. Management believes that segment revenues and operating income (loss) are appropriate measures of evaluating the operational performance of the Company’s segments.

 

The following is a summary of operating results from continuing operations and assets (in thousands) by business segment:

 

                                         

Three months ended September 30, 2011:

  North
America
    Europe     Other     Elimination     Consolidated  

Revenues from unaffiliated customers

  $ 27,944     $ 10,717     $ —       $ —       $ 38,661  

Intersegment revenues

    130       30       —         (160     —    
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

    28,074       10,747       —         (160     38,661  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    7,811       1,414       —         —         9,225  

 

                                         

Three months ended September 30, 2010:

  North
America
    Europe     Other     Elimination     Consolidated  

Revenues from unaffiliated customers

  $ 21,196     $ 6,497     $ —       $ —       $ 27,693  

Intersegment revenues

    57       14       —         (71     —    
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

    21,253       6,511       —         (71     27,693  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

    5,457       248       —         —         5,705  

 

                                         

Nine months ended September 30, 2011:

  North
America
    Europe     Other(a)     Elimination     Consolidated  

Revenues from unaffiliated customers

  $ 83,048     $ 30,138     $ —       $ —       $ 113,186  

Intersegment revenues

    342       92       —         (434     —    
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

    83,390       30,230       —         (434     113,186  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

    23,605       3,242       (20,000     —         6,847  

 

 

(a) Amount represents settlement of State of Delaware unclaimed property review

 

                                         

Nine months ended September 30, 2010:

  North
America
    Europe     Other     Elimination     Consolidated  

Revenues from unaffiliated customers

  $ 65,716     $ 18,601     $ —       $ —       $ 84,317  

Intersegment revenues

    128       79       —         (207     —    
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

    65,844       18,680       —         (207     84,317  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

    18,310       (1,511     —         2       16,801  

 

                                 

As of September 30, 2011:

  North
America
    Europe     Elimination     Consolidated  

Long-lived assets

  $ 3,677     $ 634     $ —       $ 4,311  

Total assets

    70,104       23,530       (32,206     61,428  

 

                                 

As of December 31, 2010:

  North
America
    Europe     Elimination     Consolidated  

Long-lived assets

  $ 4,329     $ 154     $ —       $ 4,483  

Total assets

    85,658       10,490       (30,146     66,002  

Revenue for each segment is recognized based on the customer location within a designated geographic region. Property and equipment are attributed to the geographic region in which the assets are located.

For the three and nine months ended September 30, 2011 and 2010, the Company did not have any customers that accounted for 10% or more of revenue. As of September 30, 2011 and December 31, 2010, the Company did not have any customers that accounted for 10% or more of accounts receivable.

Comprehensive Income (Loss)
Comprehensive Income (Loss)

Note 13: Comprehensive Income (Loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains or losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

 

The following are components of comprehensive income (loss) (in thousands):

 

                                 
    Three Months  Ended
September 30,
    Nine Months  Ended
September 30,
 
    2011     2010     2011     2010  

Net income (loss)

  $ 5,926     $ 3,650     $ (3,110   $ 9,370  

Other comprehensive income (loss):

                               

Foreign currency translation adjustments

  $ (471   $ 215     $ (268   $ 158  
   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss)

  $ 5,455     $ 3,865     $ (3,378   $ 9,528  
   

 

 

   

 

 

   

 

 

   

 

 

 
Related Party Transaction
Related Party Transaction

Note 14: Related Party Transaction

In July 2010, the Company entered into an independent contractor agreement with Holger Bartel, the Company’s former Chief Executive Officer, the Company’s Chairman and brother of Ralph Bartel, who controls the Company, to provide consulting services. Fees for these services rendered during the quarter ended September 30, 2011 totaled approximately $43,000. On October 1, 2011, Holger Bartel became a full time employee of Travelzoo Inc.

Stock Repurchase Program
Stock Repurchase Program

Note 15: Stock Repurchase Program

In August 2011, the Company announced a share repurchase program authorizing the repurchase of up to 500,000 shares of common stock. The repurchase program assists in offsetting the impact of dilution from employee equity compensation and was based upon market conditions and consideration of capital allocation. During the three months ended September 30, 2011, the Company purchased 500,000 shares of common stock for an aggregate purchase price of $15.1 million and completed the share repurchases under this program. The 500,000 shares repurchased are recorded as part of treasury stock as of September 30, 2011.