tzoo-20220727
0001133311FALSETravelzoo00011333112020-10-212020-10-21


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________________________
FORM 8-K
____________________________________________________
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 27, 2022
____________________________________________________

https://cdn.kscope.io/ec014b12a7be927091ae8263f4a93599-tzoo-20220727_g1.jpg
(Exact name of registrant as specified in its charter)
____________________________________________________
Delaware000-5017136-4415727
(State or Other
Jurisdiction of
Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
590 Madison Avenue, 35th Floor
New York, New York
10022
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code 1 (786) 668-5839
(Former Name or Former Address, if Changed Since Last Report)
____________________________________________________

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):

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTZOOThe NASDAQ Stock Market




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  




Item 2.02.         Results of Operations and Financial Condition.
 
On July 27, 2022, Travelzoo (the "Company") reported its second quarter 2022 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.
 
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:July 27, 2022By:/s/ Lisa Su
Lisa Su
Chief Accounting Officer




EXHIBIT INDEX
ExhibitDescription
Press Release, dated July 27, 2022.


Document

Exhibit 99.1
https://cdn.kscope.io/ec014b12a7be927091ae8263f4a93599-travellogo11062017a13.jpg
Travelzoo
590 Madison Avenue
35th Floor
New York, NY 10022

Investor Relations:
Almira Pusch
ir@travelzoo.com


FOR IMMEDIATE RELEASE

Travelzoo Reports Second Quarter 2022 Results

NEW YORK, July 27, 2022 — Travelzoo® (NASDAQ: TZOO):

Revenue of $17.7 million, down 7% year-over-year
In constant currencies, revenue was $18.2 million
Non-GAAP operating profit of $2.6 million
Earnings per share (EPS) of $0.08 attributable to Travelzoo from continuing operations

Travelzoo, a global Internet media company that provides exclusive offers and experiences for members, today announced financial results for the second quarter ended June 30, 2022. Consolidated revenue was $17.7 million, down 7% from $19.1 million year-over-year. In constant currencies, revenue was $18.2 million. 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 income attributable to Travelzoo from continuing operations was $1.0 million for Q2 2022. At the consolidated level, including minority interests, the reported net income from continuing operations was $1.0 million. EPS from continuing operations was $0.08, compared to $0.22 in the prior-year period.

Non-GAAP operating profit was $2.6 million. The calculation of non-GAAP operating profit excludes amortization of intangibles ($0.2 million) and stock option expenses ($0.6 million). GAAP operating profit was $1.8 million. See section “Non-GAAP Financial Measures” below.
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"In Q2, we achieved in North America an operating margin of 25%. We believe we can achieve significant increases in EPS in the near future. Revenue is expected to reach and exceed pre-pandemic levels", said Holger Bartel, Global CEO. "Travelzoo members are affluent, active, and open to new experience. 84% say Travelzoo influences their travel destinations because they trust Travelzoo."

Cash Position
As of June 30, 2022, consolidated cash, cash equivalents and restricted cash were $26.7 million. Net cash used in operations was $10.2 million for the three months ended June 30, 2022. Cash was used primarily in connection with a decrease of merchant payables by $11.8 million. The Company also received cash of $1.9 million from an option exercise in Q2 2022.

Reserve
Reported revenues include a reserve of $2.9 million related to commissions to be earned from vouchers sold. The reserve is booked as contra revenue.

Travelzoo North America
North America business segment revenue decreased 11% year-over-year to $12.4 million. Operating profit for Q2 2022 was $3.1 million, or 25% of revenue, compared to an operating profit of $3.5 million in the prior-year period.

Travelzoo Europe
Europe business segment revenue increased 3% year-over-year to $4.4 million. At constant currencies, Europe business segment revenue increased 17% year-over-year. Operating loss for Q2 2022 was $1.5 million, compared to an operating loss of $227,000 in the prior-year period. The operating loss was primarily driven by investments in member acquisition which were all expensed in Q2.

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 11% year-over-year to $952,000. Non-GAAP operating profit for Q2 2022 was $378,000, compared to a non-GAAP operating profit of $445,000 in the prior-year period. After consolidation with Travelzoo, Jack’s Flight Club's net income was $76,000, with $46,000 attributable to Travelzoo as a result of recording $217,000 of amortization of intangible assets related to the acquisition.
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Licensing
In June 2020, Travelzoo entered into a royalty-bearing licensing agreement with a local licensee in Japan for the exclusive use of Travelzoo’s brand, business model, and members in Japan. In August of 2020, Travelzoo entered into a royalty-bearing licensing agreement with a local licensee in Australia for the exclusive use of Travelzoo’s brand, business models, and members in Australia, New Zealand, and Singapore. Under these arrangements, 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. Travelzoo recorded $5,000 in licensing revenue from the licensee in Australia, New Zealand, and Singapore in Q2 2022. Licensing revenue is expected to increase going forward.

Members and Subscribers
As of June 30, 2022, we had 30.7 million members worldwide. In North America, the unduplicated number of Travelzoo members was 16.5 million as of June 30, 2022, down 7% from June 30, 2021. In Europe, the unduplicated number of Travelzoo members was 9.1 million as of June 30, 2022, up 7% from June 30, 2021. Jack’s Flight Club had 1.8 million subscribers as of June 30, 2022, up 9% from June 30, 2021.

Discontinued Operations
As announced in a press release on March 10, 2020, Travelzoo decided to exit its Asia Pacific business and operate it as a licensing business going forward. Consequently, 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 $928,000 in Q2 2022, compared to an income tax expense of $1.1 million in the prior-year period.
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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
For Q3 2022, we currently expect higher revenue year-over-year and profitability. We continue to see a trend of recovery of our revenue. However, there could be unexpected fluctuations in the short term. During the pandemic, we have been able to lower our fixed costs. We believe we can keep our fixed costs relatively low in the foreseeable future—while revenue is expected to grow.


Conference Call
Travelzoo will host a conference call to discuss second quarter results and provide an update on Travelzoo META 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.


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About Travelzoo
Travelzoo® provides its 30 million members with exclusive offers and one-of-a-kind experiences personally reviewed by our deal experts around the globe. We have our finger on the pulse of outstanding travel, entertainment, and lifestyle experiences. We work 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.

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Travelzoo
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
 Three months endedSix months ended
 June 30,June 30,
 2022202120222021
Revenues$17,689 $19,079 $36,142 $33,363 
Cost of revenues2,163 2,522 4,995 5,540 
Gross profit15,526 16,557 31,147 27,823 
Operating expenses:
Sales and marketing8,480 7,340 17,061 14,130 
Product development 454 685 907 1,368 
General and administrative4,811 5,056 9,479 9,616 
Total operating expenses13,745 13,081 27,447 25,114 
Operating income 1,781 3,476 3,700 2,709 
Other income, net195 684 1,618 518 
Income from continuing operations before income taxes1,976 4,160 5,318 3,227 
Income tax expense 928 1,136 1,896 1,878 
Income from continuing operations1,048 3,024 3,422 1,349 
Income (loss) from discontinued operations, net of tax10 29 (1)14 
Net income 1,058 3,053 3,421 1,363 
Net income (loss) attributable to non-controlling interest30 39 34 (9)
Net income attributable to Travelzoo$1,028 $3,014 $3,387 $1,372 
Net income attributable to Travelzoo—continuing operations$1,018 $2,985 $3,388 $1,358 
Net income (loss) attributable to Travelzoo—discontinued operations$10 $29 $(1)$14 
Income per share—basic
Continuing operations$0.08 $0.26 $0.28 $0.12 
Discontinued operations$— $— $— $— 
Net income per share—basic$0.08 $0.26 $0.28 $0.12 
Income per share—diluted
Continuing operations$0.08 $0.22 $0.27 $0.10 
Discontinued operations$— $— $— $— 
Net income per share—diluted$0.08 $0.22 $0.27 $0.10 
Shares used in per share calculation from continuing operations—basic12,513 11,488 12,285 11,440 
Shares used in per share calculation from discontinued operations—basic12,513 11,488 12,285 11,440 
Shares used in per share calculation from continuing operations—diluted12,637 13,408 12,591 13,248 
Shares used in per share calculation from discontinued operations—diluted12,637 13,408 12,591 13,248 
6/10


Travelzoo
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
June 30,
2022
December 31,
2021
Assets
Current assets:
Cash and cash equivalents$25,608 $43,815 
Accounts receivable, net14,809 14,871 
Prepaid income taxes2,569 3,325 
Prepaid expenses and other1,603 1,891 
Prepaid expenses—related party— 1,150 
Assets from discontinued operations34 71 
Total current assets44,623 65,123 
Deposits and other6,815 6,784 
Deferred tax assets3,551 3,949 
Restricted cash1,061 1,142 
Operating lease right-of-use assets6,192 7,700 
Property and equipment, net550 659 
Intangible assets, net4,785 3,426 
Goodwill10,944 10,944 
Total assets$78,521 $99,727 
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable$1,231 $3,411 
Merchant payables47,899 68,678 
Accrued expenses and other 7,566 10,212 
Deferred revenue2,106 1,733 
Operating lease liabilities2,589 3,180 
Income tax payable — 185 
Liabilities from discontinued operations448 485 
Total current liabilities61,839 87,884 
Long-term operating lease liabilities8,125 9,111 
Other long-term liabilities2,451 2,364 
Total liabilities72,415 99,359 
Non-controlling interest4,634 4,600 
Common stock131 126 
Treasury stock (at cost)(5,488)(5,488)
Additional paid-in capital7,426 4,415 
Retained earnings 3,895 508 
Accumulated other comprehensive loss(4,492)(3,793)
Total stockholders’ equity (deficit)1,472 (4,232)
Total liabilities and stockholders’ equity (deficit)$78,521 $99,727 
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Travelzoo
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 Three months endedSix months ended
 June 30,June 30,
 2022202120222021
Cash flows from operating activities:
Net income $1,058 $3,053 $3,421 $1,363 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization544 476 1,118 960 
Stock-based compensation592 935 1,134 1,817 
Deferred income tax453 599 550 1,140 
Loss on long-lived assets— — 38 — 
Gain on sale of equity investment in WeGo— — (196)— 
Gain on PPP notes payable forgiveness— (429)— (429)
Net foreign currency effects227 (103)214 (255)
Reversal of reserves on accounts receivable and other reserves(838)(417)(2,246)(871)
Changes in operating assets and liabilities:
Accounts receivable3,032 (2,552)(131)(4,781)
Income tax receivable(89)(168)670 (713)
Prepaid expenses and other (703)(418)(138)(2,775)
Accounts payable(2,159)(312)(2,056)1,415 
Merchant payables(11,823)11,973 (19,784)25,185 
Accrued expenses and other(745)321 172 (320)
Income tax payable(29)(102)(186)(228)
Other liabilities257 30 433 442 
Net cash provided by (used in) operating activities(10,223)12,886 (16,987)21,950 
Cash flows from investing activities:
Purchases of intangible assets— — (1,049)— 
Proceeds from sale of equity investment in WeGo— — 196 — 
Purchases of property and equipment(86)(77)(175)(84)
Net cash used in investing activities(86)(77)(1,028)(84)
Cash flows from financing activities:
Repurchase of common stock— — — (1,583)
Payment of promissory notes— (110)— (110)
Exercise of stock options and taxes paid for net share settlement of equity awards1,885 (3,067)1,885 (3,067)
Net cash provided by (used in) financing activities1,885 (3,177)1,885 (4,760)
Effect of exchange rate on cash, cash equivalents and restricted cash(1,655)427 (2,179)697 
Net increase (decrease) in cash, cash equivalents and restricted cash(10,079)10,059 (18,309)17,803 
Cash, cash equivalents and restricted cash at beginning of period36,759 72,129 44,989 64,385 
Cash, cash equivalents and restricted cash at end of period$26,680 $82,188 $26,680 $82,188 
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Travelzoo
Segment Information from Continuing Operations
(Unaudited)
(In thousands)
Three months ended June 30, 2022Travelzoo North
America
Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$12,342 $4,395 $952 $— $17,689 
Intersegment revenue41 (41)— — — 
Total net revenues12,383 4,354 952 — 17,689 
Operating income (loss)$3,092 $(1,472)$161 $— $1,781 
Three months ended June 30, 2021Travelzoo North
America
Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$13,650 $4,569 $860 $— $19,079 
Intersegment revenue335 (335)— — — 
Total net revenues13,985 4,234 860 — 19,079 
Operating income (loss)$3,533 $(227)$170 $— $3,476 

Six months ended June 30, 2022Travelzoo North
America
Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$23,845 $10,522 $1,775 $— $36,142 
Intersegment revenue234 (234)— — — 
Total net revenues24,079 10,288 1,775 — 36,142 
Operating income (loss)$4,810 $(1,294)$184 $— $3,700 
Six months ended June 30, 2021Travelzoo North
America
Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$23,478 $8,138 $1,747 $— $33,363 
Intersegment revenue326 (326)— — — 
Total net revenues23,804 7,812 1,747 — 33,363 
Operating income (loss)$3,572 $(923)$60 $— $2,709 







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Travelzoo
Reconciliation of GAAP to Non-GAAP Information
(Unaudited)
(In thousands, except per share amounts)
 Three months endedSix months ended
 June 30,June 30,
 2022202120222021
GAAP operating expense$13,745 $13,081 $27,447 $25,114 
Non-GAAP adjustments:
Impairment of intangible and goodwill (A)— — — — 
Amortization of intangibles (B)217 275 443 559 
Stock option expenses (C)590 934 1,131 1,816 
Severance-related expenses (D)49 175 62 398 
Non-GAAP operating expense14,601 14,465 29,083 27,887 
GAAP operating income 1,781 3,476 3,700 2,709 
Non-GAAP adjustments (A through D)856 1,384 1,636 2,773 
Non-GAAP operating income 2,637 4,860 5,336 5,482 





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