UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________________________
FORM 8-K/A
____________________________________________________
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2021
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code ( | |||||||||||
| (Former Name or Former Address, if Changed Since Last Report) | |||||||||||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed to correct a Current Report on Form 8-K filed by us on April 22, 2021 (the “Form 8-K”), which inadvertently omitted the disclosure set forth below under Item 2.02 of this Amendment. The sole purpose of this Amendment is to include such disclosure.
Item 2.02. Results of Operations and Financial Condition.
On April 22, 2021, Travelzoo (the “Company”) reported its first quarter 2021 financial results. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Please note that following the publication of the press release and condensed consolidated statements of operations, the following accounting changes were made:
•On pages 1 and 2, the cash flow from operations amount was changed from $11.9 million to $9.1 million.
•On page 8, “accrued expenses and other” for 2021 was changed from $2,199 to (641) and the line item “proceeds from exercise of stock options, net of taxes for net share settlement” equal to (2,840) for 2021 was deleted from the heading “cash flows from financing activities”.
These changes reflect a decrease in cash flows from operating activities and a corresponding increase in cash flows from financing activities of $2.8 million due to a reclassification. Such reclassification did not materially change the overall results of operations previously published. For completeness, these changes were reflected in the press release and condensed consolidated statements of operations included in the Form 8-K and this Amendment.
The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. See Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRAVELZOO | |||||||||||
| Date: | April 23, 2021 | By: | /s/ Lisa Su | ||||||||
Lisa Su Chief Accounting Officer | |||||||||||
EXHIBIT INDEX
| Exhibit | Description | ||||
| Press Release, dated April 22, 2021. | |||||
Exhibit 99.1
 | Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch ir@travelzoo.com | |||||||
FOR IMMEDIATE RELEASE
Travelzoo Reports First Quarter 2021 Results
NEW YORK, April 22, 2021 — Travelzoo® (NASDAQ: TZOO):
•Consolidated revenue of $14.3 million, down 30% year-over-year and up 14% quarter- over-quarter
•Non-GAAP consolidated operating profit of $0.6 million
•Earnings per share (EPS) of ($0.14) attributable to Travelzoo from continuing operations
•Cash flow from operations of $9.1 million
Travelzoo, a global Internet media company that publishes exclusive offers and experiences for members, today announced financial results for the first quarter ended March 31, 2021.
Consolidated revenue was $14.3 million, down 30% from $20.3 million year-over-year and up 14% from $12.5 million in the prior quarter. Reported revenue excludes revenue from discontinued operations in Asia Pacific. Travelzoo's reported revenue consists of advertising revenues and commissions, derived from and generated in connection with purchases made by Travelzoo members.
The reported net loss attributable to Travelzoo from continuing operations was $1.6 million for Q1 2021. At the consolidated level, including minority interests, the reported net loss from continuing operations was $1.7 million. EPS from continuing operations was ($0.14), compared to ($0.32) in the prior-year period.
Non-GAAP operating profit was $0.6 million. The calculation of non-GAAP operating profit excludes amortization of intangibles ($0.3 million), stock option expenses ($0.9 million), and severance-related expenses ($0.2 million). See section “Non-GAAP Financial Measures” below.
1/10
“We see continued improvement in our business. Travelzoo is loved by travel enthusiasts who look for quality offers. Travelzoo members are affluent, active, and open for new experiences. 75% say Travelzoo influences their travel destinations because they trust Travelzoo. We believe that trust is becoming an important competitive advantage for Travelzoo”, said Holger Bartel, Global CEO.
Cash Position
As of March 31, 2021, consolidated cash, cash equivalents and restricted cash were $72.0 million. Cash flow from operations was $9.1 million. There were no significant capital expenditures.
Reserve
Reported revenues include a reserve of $4.0 million related to commissions to be earned from vouchers sold. The reserve is booked as contra revenue. For Q1 2021, an adjustment to the reserve reduced reported revenue by $56,000.
Travelzoo North America
North America business segment revenue decreased 23% year-over-year to $9.8 million. Operating profit for Q1 2021 was $39,000, or 0.4% of revenue, compared to an operating loss of $976,000 in the prior-year period.
Travelzoo Europe
Europe business segment revenue decreased 48% year-over-year to $3.6 million. Operating loss for Q1 2021 was $696,000, compared to an operating loss of $1.3 million in the prior-year period.
Jack’s Flight Club
On January 13, 2020, Travelzoo acquired 60% of Jack’s Flight Club, a membership subscription service. Jack’s Flight Club revenue increased 30% year-over-year to $887,000. Operating loss for Q1 2021 was $110,000, compared to an operating loss of $3.0 million in the prior-year period. After consolidation with Travelzoo, Jack’s Flight Club's net loss was $121,000, with $73,000 attributable to Travelzoo as a result of recording $284,000 of amortization of intangible assets related to the acquisition.
2/10
Licensing
In June 2020, Travelzoo sold its subsidiary in Japan, Travelzoo Japan K.K., to Mr. Hajime Suzuki. In connection with the sale, Travelzoo and Travelzoo Japan K.K. entered into a royalty-bearing licensing agreement for the exclusive use of Travelzoo members in Japan. In August 2020, Travelzoo sold its Singapore subsidiary to Mr. Julian Rembrandt and entered into a royalty-bearing licensing agreement for, among other things, the exclusive use of Travelzoo's members in Australia, New Zealand, and Singapore. Under the licensing agreements, Travelzoo's existing members in Australia, Japan, New Zealand, and Singapore will continue to be owned by Travelzoo as the licensor. Licensing revenue is booked with a lag of one quarter. Licensing revenue from Japan of $9,000 generated in Q4 2020 was recognized in Q1 2021.
Members and Subscribers
As of March 31, 2021, we had 31.8 million members worldwide. In North America, the unduplicated number of Travelzoo members was 18.1 million as of March 31, 2021, up 7% from March 31, 2020. In Europe, the unduplicated number of Travelzoo members was 8.6 million as of March 31, 2021, down 6% from March 31, 2020. On March 15, 2021, Travelzoo added more than 2 million new members in the U.S. in connection with a direct competitor from Europe exiting the U.S. market. Jack’s Flight Club had 1.6 million subscribers as of March 31, 2021, down from 1.7 million subscribers as of March 31, 2020.
Discontinued Operations
As announced in a press release on March 10, 2020, Travelzoo decided to exit its Asia Pacific business which in 2019 reduced EPS by $0.60. The Asia Pacific business has been classified as discontinued operations since March 31, 2020. Prior periods have been reclassified to conform with the current presentation. Certain reclassifications have been made for current and prior periods between the continued operations and the discontinued operations in accordance with U.S. GAAP.
Income Taxes
Income tax expense was $742,000 in Q1 2021, compared to an income tax benefit of $517,000 in the prior-year period.
3/10
Non-GAAP Financial Measures
Management calculates non-GAAP operating income when evaluating the financial performance of the business. Travelzoo’s calculation of non-GAAP operating income, also called “non-GAAP operating profit” in this press release and today’s earnings conference call, excludes the following items: impairment of intangibles and goodwill, amortization of intangibles, stock option expenses, and severance- related expenses. This press release includes a table which reconciles GAAP operating income to the calculation of non-GAAP operating income. Non-GAAP operating income is not required by, or presented in accordance with, generally accepted accounting principles in the United States of America ("GAAP"). This information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies.
Looking Ahead
We currently currently expect for Q2 2021 to report significantly higher revenue and profitability. We see a trend of recovery of our revenue. We have been able to reduce our operating expenses, and we believe we can contain many of the lower costs in the foreseeable future.
Conference Call
Travelzoo will host a conference call to discuss first quarter results today at 11:00 a.m. ET. Please visit http://ir.travelzoo.com/events-presentations to
•download the management presentation (PDF format) to be discussed in the conference call; and
•access the webcast.
4/10
About Travelzoo
Travelzoo® provides our 30 million members insider deals and one-of-a-kind experiences personally reviewed by one of our deal experts around the globe. We have our finger on the pulse of outstanding travel, entertainment, and lifestyle experiences. For over 20 years we have worked in partnership with more than 5,000 top travel suppliers—our long-standing relationships give Travelzoo members access to irresistible deals.
Certain statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include, but are not limited to, statements about our plans, objectives, expectations, prospects and intentions, markets in which we participate and other statements contained in this press release that are not historical facts. When used in this press release, the words “expect”, “predict”, “project”, “anticipate”, “believe”, “estimate”, “intend”, “plan”, “seek” and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including changes in our plans, objectives, expectations, prospects and intentions and other factors discussed in our filings with the SEC. We cannot guarantee any future levels of activity, performance or achievements. Travelzoo undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
Travelzoo, Top 20, and Jack's Flight Club are registered trademarks of Travelzoo.
5/10
Travelzoo
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
| Three months ended | |||||||||||
| March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Revenues | $ | 14,284 | $ | 20,327 | |||||||
| Cost of revenues | 3,018 | 2,703 | |||||||||
| Gross profit | 11,266 | 17,624 | |||||||||
| Operating expenses: | |||||||||||
| Sales and marketing | 6,790 | 13,094 | |||||||||
| Product development | 683 | 1,428 | |||||||||
| General and administrative | 4,560 | 5,522 | |||||||||
| Impairment of intangible asset and goodwill | — | 2,920 | |||||||||
| Total operating expenses | 12,033 | 22,964 | |||||||||
| Operating loss | (767) | (5,340) | |||||||||
| Other income (loss), net | (166) | (6) | |||||||||
| Loss from continuing operations before income taxes | (933) | (5,346) | |||||||||
| Income tax expense (benefit) | 742 | (517) | |||||||||
| Loss from continuing operations | (1,675) | (4,829) | |||||||||
| Loss from discontinued operations, net of tax | (15) | (2,919) | |||||||||
| Net loss | (1,690) | (7,748) | |||||||||
| Net loss attributable to non-controlling interest | (48) | (1,139) | |||||||||
| Net loss attributable to Travelzoo | $ | (1,642) | $ | (6,609) | |||||||
| Net loss attributable to Travelzoo—continuing operations | $ | (1,627) | $ | (3,690) | |||||||
| Net loss attributable to Travelzoo—discontinued operations | $ | (15) | $ | (2,919) | |||||||
| Loss per share—basic | |||||||||||
| Continuing operations | $ | (0.14) | $ | (0.32) | |||||||
| Discontinued operations | $ | — | $ | (0.26) | |||||||
| Net loss per share —basic | $ | (0.14) | $ | (0.58) | |||||||
| Loss per share—diluted | |||||||||||
| Continuing operations | $ | (0.14) | $ | (0.32) | |||||||
| Discontinued operations | $ | — | $ | (0.26) | |||||||
| Net loss per share—diluted | $ | (0.14) | $ | (0.58) | |||||||
| Shares used in per share calculation from continuing operations—basic | 11,391 | 11,439 | |||||||||
| Shares used in per share calculation from discontinued operations—basic | 11,391 | 11,439 | |||||||||
| Shares used in per share calculation from continuing operations—diluted | 11,391 | 11,439 | |||||||||
| Shares used in per share calculation from discontinued operations—diluted | 11,391 | 11,439 | |||||||||
6/10
Travelzoo
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| March 31, 2021 | December 31, 2020 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 70,862 | $ | 63,061 | |||||||
| Accounts receivable, net | 7,293 | 4,519 | |||||||||
| Prepaid income taxes | 1,443 | 931 | |||||||||
| Deposits | 101 | 137 | |||||||||
| Prepaid expenses and other | 3,275 | 1,166 | |||||||||
| Assets from discontinued operations | 123 | 230 | |||||||||
| Total current assets | 83,097 | 70,044 | |||||||||
| Deposits and other | 1,351 | 745 | |||||||||
| Deferred tax assets | 4,400 | 5,067 | |||||||||
| Restricted cash | 1,157 | 1,178 | |||||||||
| Operating lease right-of-use assets | 8,474 | 8,541 | |||||||||
| Property and equipment, net | 1,152 | 1,347 | |||||||||
| Intangible assets, net | 4,250 | 4,534 | |||||||||
| Goodwill | 10,944 | 10,944 | |||||||||
| Total assets | $ | 114,825 | $ | 102,400 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 8,750 | $ | 6,996 | |||||||
| Merchant payable | 70,094 | 57,104 | |||||||||
| Accrued expenses and other | 10,827 | 8,649 | |||||||||
| Deferred revenue | 2,417 | 2,688 | |||||||||
| Operating lease liabilities | 3,796 | 3,587 | |||||||||
| PPP notes payable - current portion | 3,459 | 2,849 | |||||||||
| Income tax payable | 201 | 326 | |||||||||
| Liabilities from discontinued operations | 580 | 671 | |||||||||
| Total current liabilities | 100,124 | 82,870 | |||||||||
| PPP notes payable | 204 | 814 | |||||||||
| Deferred tax liabilities | 235 | 357 | |||||||||
| Long-term operating lease liabilities | 10,558 | 10,774 | |||||||||
| Other long-term liabilities | 2,027 | 1,085 | |||||||||
| Total liabilities | 113,148 | 95,900 | |||||||||
| Non-controlling interest | 4,560 | 4,609 | |||||||||
| Common stock | 115 | 114 | |||||||||
| Treasury stock (at cost) | (1,583) | — | |||||||||
| Additional paid-in capital | 4,279 | 6,239 | |||||||||
| Retained earnings (accumulated deficit) | (2,045) | (403) | |||||||||
| Accumulated other comprehensive loss | (3,649) | (4,059) | |||||||||
| Total stockholders’ equity (deficit) | (2,883) | 1,891 | |||||||||
| Total liabilities and stockholders’ equity | $ | 114,825 | $ | 102,400 | |||||||
7/10
Travelzoo
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three months ended | |||||||||||
| March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (1,690) | $ | (7,748) | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | 484 | 551 | |||||||||
| Stock-based compensation | 882 | 23 | |||||||||
| Deferred income tax | 541 | (609) | |||||||||
| Impairment of intangible assets and goodwill | — | 2,920 | |||||||||
| Loss on long-lived assets | — | 437 | |||||||||
| Loss on equity investment in WeGo | — | 195 | |||||||||
| Net foreign currency effects | (152) | (681) | |||||||||
| Provision for loss on accounts receivable and other reserves | (454) | 1,441 | |||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | (2,229) | 2,509 | |||||||||
| Income tax receivable | (545) | 989 | |||||||||
| Prepaid expenses and other | (2,357) | 862 | |||||||||
| Accounts payable | 1,727 | 547 | |||||||||
| Merchant payable | 13,212 | (6,940) | |||||||||
| Accrued expenses and other | (641) | 704 | |||||||||
| Income tax payable | (126) | (333) | |||||||||
| Other liabilities | 412 | 2,077 | |||||||||
| Net cash provided by (used in) operating activities | 9,064 | (3,056) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of business, net of cash acquired | — | (679) | |||||||||
| Purchases of property and equipment | (7) | (131) | |||||||||
| Net cash used in investing activities | (7) | (810) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchase of common stock | (1,583) | (1,205) | |||||||||
| Payment of promissory notes | — | (1,000) | |||||||||
| Net cash used in financing activities | (1,583) | (2,205) | |||||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | 270 | (272) | |||||||||
| Net increase in cash, cash equivalents and restricted cash | 7,744 | (6,343) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 64,385 | 20,710 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 72,129 | $ | 14,367 | |||||||
8/10
Travelzoo
Segment Information from Continuing Operations
(Unaudited)
(In thousands)
| Three months ended March 31, 2021 | Travelzoo North America | Travelzoo Europe | Jack's Flight Club | Elimination | Consolidated | ||||||||||||||||||||||||
| Revenue from unaffiliated customers | $ | 9,828 | $ | 3,569 | $ | 887 | $ | — | $ | 14,284 | |||||||||||||||||||
| Intersegment revenue | (9) | 9 | — | — | — | ||||||||||||||||||||||||
| Total net revenues | 9,819 | 3,578 | 887 | — | 14,284 | ||||||||||||||||||||||||
| Operating income (loss) | $ | 39 | $ | (696) | $ | (110) | $ | — | $ | (767) | |||||||||||||||||||
| Three months ended March 31, 2020 | Travelzoo North America | Travelzoo Europe | Jack's Flight Club | Elimination | Consolidated | ||||||||||||||||||||||||
| Revenue from unaffiliated customers | $ | 12,549 | $ | 7,103 | $ | 683 | $ | (8) | $ | 20,327 | |||||||||||||||||||
| Intersegment revenue | 148 | (156) | — | 8 | — | ||||||||||||||||||||||||
| Total net revenues | 12,697 | 6,947 | 683 | — | 20,327 | ||||||||||||||||||||||||
| Operating loss | $ | (976) | $ | (1,341) | $ | (3,015) | $ | (8) | $ | (5,340) | |||||||||||||||||||
9/10
Travelzoo
Reconciliation of GAAP to Non-GAAP Information
(Unaudited)
(In thousands, except per share amounts)
| Three months ended | |||||||||||
| March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| GAAP operating expense | $ | 12,033 | $ | 22,964 | |||||||
| Non-GAAP adjustments: | |||||||||||
| Impairment of intangible and goodwill (A) | — | 2,920 | |||||||||
| Amortization of intangibles (B) | 284 | 215 | |||||||||
| Stock option expenses (C) | 882 | 23 | |||||||||
| Severance-related expenses (D) | 223 | 217 | |||||||||
| Non-GAAP operating expense | 10,644 | 19,589 | |||||||||
| GAAP operating income (loss) | (767) | (5,340) | |||||||||
| Non-GAAP adjustments (A through D) | 1,389 | 3,375 | |||||||||
| Non-GAAP operating income (loss) | 622 | (1,965) | |||||||||
###
10/10