8-K
TRAVELZOO (TZOO)
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, 2023
____________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________
| Delaware | 000-50171 | 36-4415727 |
|---|---|---|
| (State or Other<br><br>Jurisdiction of<br><br>Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 590 Madison Avenue, 35th Floor<br><br>New York, New York | 10022 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code +1 (212) 516-1300 | ||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | TZOO | The 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, 2023, Travelzoo (the "Company") reported its second quarter 2023 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, 2023 | By: | /s/ Lijun Qi |
| Lijun Qi<br><br>Principal Accounting Officer |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release, dated July 27, 2023. |
Document
Exhibit 99.1
| Travelzoo<br><br>590 Madison Avenue<br><br>35th Floor<br><br>New York, NY 10022<br><br><br><br>Investor Relations:<br><br>ir@travelzoo.com |
|---|
FOR IMMEDIATE RELEASE
Travelzoo Reports Second Quarter 2023 Results
NEW YORK, July 27, 2023 — Travelzoo® (NASDAQ: TZOO):
•Revenue of $21.1 million, up 19% year-over-year
•Consolidated operating profit of $3.3 million
•Non-GAAP consolidated operating profit of $4.2 million
•Cash flow from operations of $5.1 million
•Earnings per share (EPS) of $0.17
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, 2023. Consolidated revenue was $21.1 million, up 19% from $17.7 million year-over-year. In constant currencies, revenue was $21.2 million, up 20% year-over-year. 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 $2.6 million for Q2 2023. At the consolidated level, including minority interests, the reported net income from continuing operations was $2.7 million. EPS from continuing operations was $0.17, compared to $0.08 in the prior-year period.
Non-GAAP operating profit was $4.2 million. The calculation of non-GAAP operating profit excludes amortization of intangibles ($0.4 million), stock option expenses ($0.4 million) and severance-related expenses ($56,000). See section “Non-GAAP Financial Measures” below.
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“Year-over-year revenue growth accelerated from Q1 to Q2,” said Holger Bartel, Travelzoo’s Global CEO. “We will continue to leverage Travelzoo’s global reach, trusted brand, and strong relationships with top travel suppliers to negotiate more exclusive offers for Travelzoo members. With more than 30 million members, 8 million mobile app users, and 4 million social media followers, Travelzoo is loved by travel enthusiasts who are affluent, active, and open to new experiences.”
Cash Position
As of June 30, 2023, consolidated cash, cash equivalents and restricted cash were $20.2 million. Net cash provided by operations was $5.1 million.
Travelzoo North America
North America business segment revenue increased 14% year-over-year to $14.1 million. Operating profit for Q2 2023 was $3.8 million, or 27% of revenue, compared to an operating profit of $3.3 million in the prior-year period.
Travelzoo Europe
Europe business segment revenue increased 35% year-over-year to $5.9 million. At constant currencies, Europe business segment revenue increased 36% year-over-year. Operating loss for Q2 2023 was $239,000, compared to an operating loss of $1.5 million in the prior-year period.
Jack’s Flight Club
Jack’s Flight Club business segment revenue increased 15% year-over-year to $1.1 million. Jack’s Flight Club is a membership subscription service in which Travelzoo has a 60% ownership interest. The number of premium subscribers increased 30% year-over-year. Revenue from increases in subscribers is reported with a lag because we recognize revenue from subscriptions monthly pro rata over the subscription period (quarterly, semi-annually, annually). Operating profit for Q2 2023 was $97,000, compared to an operating profit of $161,000 in the prior-year period. Non-GAAP operating profit for Q2 2023 was $255,000. Non-GAAP operating profit excludes amortization of intangibles ($0.2 million) related to the acquisition.
New Initiatives
New Initiatives business segment revenue, which includes Licensing and Travelzoo META, was $13,000. Operating loss for Q2 2023 was $338,000.
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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 $4,000 in licensing revenue from the licensee in Japan in Q2 2023. Travelzoo recorded $9,000 in licensing revenue from the licensee in Australia, New Zealand, and Singapore in Q2 2023. Licensing revenue is expected to increase going forward.
Members and Subscribers
As of June 30, 2023, we had 30.8 million members worldwide. In North America, the unduplicated number of Travelzoo members was 16.2 million as of June 30, 2023, down 2% from June 30, 2022. In Europe, the unduplicated number of Travelzoo members was 9.2 million as of June 30, 2023, up 1% from June 30, 2022. Jack’s Flight Club had 2.2 million subscribers as of June 30, 2023, up 22% from June 30, 2022.
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
A provision of $1.1 million for income taxes was recorded for Q2 2023, compared to an income tax expense of $928,000 in the prior-year period. The provision for Q2 2023 does not reflect the expected utilization of NOLs by Travelzoo in the U.S.
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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: 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 2023, we currently expect growth in revenue and growth in operating profit to continue year-over-year. 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.
Conference Call
Travelzoo will host a conference call to discuss second quarter 2023 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
•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 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 ended | Six months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenues | $ | 21,128 | $ | 17,689 | $ | 42,729 | $ | 36,142 |
| Cost of revenues | 2,880 | 2,163 | 5,571 | 4,995 | ||||
| Gross profit | 18,248 | 15,526 | 37,158 | 31,147 | ||||
| Operating expenses: | ||||||||
| Sales and marketing | 10,142 | 8,480 | 19,438 | 17,061 | ||||
| Product development | 518 | 454 | 1,008 | 907 | ||||
| General and administrative | 4,315 | 4,811 | 8,728 | 9,479 | ||||
| Total operating expenses | 14,975 | 13,745 | 29,174 | 27,447 | ||||
| Operating income | 3,273 | 1,781 | 7,984 | 3,700 | ||||
| Other income, net | 479 | 195 | 829 | 1,618 | ||||
| Income from continuing operations before income taxes | 3,752 | 1,976 | 8,813 | 5,318 | ||||
| Income tax expense | 1,091 | 928 | 2,469 | 1,896 | ||||
| Income from continuing operations | 2,661 | 1,048 | 6,344 | 3,422 | ||||
| Income (loss) from discontinued operations, net of tax | 2 | 10 | — | (1) | ||||
| Net income | 2,663 | 1,058 | 6,344 | 3,421 | ||||
| Net income attributable to non-controlling interest | 37 | 30 | 45 | 34 | ||||
| Net income attributable to Travelzoo | $ | 2,626 | $ | 1,028 | $ | 6,299 | $ | 3,387 |
| Net income attributable to Travelzoo—continuing operations | $ | 2,624 | $ | 1,018 | $ | 6,299 | $ | 3,388 |
| Net income (loss) attributable to Travelzoo—discontinued operations | $ | 2 | $ | 10 | $ | — | $ | (1) |
| Income per share—basic | ||||||||
| Continuing operations | $ | 0.17 | $ | 0.08 | $ | 0.41 | $ | 0.28 |
| Discontinued operations | $ | — | $ | — | $ | — | $ | — |
| Net income per share—basic | $ | 0.17 | $ | 0.08 | $ | 0.41 | $ | 0.28 |
| Income per share—diluted | ||||||||
| Continuing operations | $ | 0.17 | $ | 0.08 | $ | 0.40 | $ | 0.27 |
| Discontinued operations | $ | — | $ | — | $ | — | $ | — |
| Net income per share—diluted | $ | 0.17 | $ | 0.08 | $ | 0.40 | $ | 0.27 |
| Shares used in per share calculation from continuing operations—basic | 15,275 | 12,513 | 15,485 | 12,285 | ||||
| Shares used in per share calculation from discontinued operations—basic | 15,275 | 12,513 | 15,485 | 12,285 | ||||
| Shares used in per share calculation from continuing operations—diluted | 15,337 | 12,637 | 15,557 | 12,591 | ||||
| Shares used in per share calculation from discontinued operations—diluted | 15,337 | 12,637 | 15,557 | 12,591 |
6/10
Travelzoo
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| June 30,<br>2023 | December 31,<br>2022 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 19,513 | $ | 18,693 |
| Accounts receivable, net | 10,287 | 13,820 | ||
| Prepaid income taxes | 801 | 1,778 | ||
| Prepaid expenses and other | 1,368 | 1,289 | ||
| Assets from discontinued operations | 10 | 11 | ||
| Total current assets | 31,979 | 35,591 | ||
| Deposits and other | 2,492 | 5,094 | ||
| Deferred tax assets | 3,222 | 3,222 | ||
| Restricted cash | 675 | 675 | ||
| Operating lease right-of-use assets | 6,292 | 7,440 | ||
| Property and equipment, net | 652 | 657 | ||
| Intangible assets, net | 2,860 | 3,651 | ||
| Goodwill | 10,944 | 10,944 | ||
| Total assets | $ | 59,116 | $ | 67,274 |
| Liabilities and Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,254 | $ | 4,271 |
| Merchant payables | 23,885 | 32,574 | ||
| Accrued expenses and other | 4,316 | 5,049 | ||
| Deferred revenue | 2,697 | 2,216 | ||
| Income tax payable | 234 | — | ||
| Operating lease liabilities | 2,395 | 2,972 | ||
| Liabilities from discontinued operations | 451 | 452 | ||
| Total current liabilities | 36,232 | 47,534 | ||
| Long-term operating lease liabilities | 7,493 | 8,326 | ||
| Other long-term liabilities | 4,322 | 2,563 | ||
| Total liabilities | 48,047 | 58,423 | ||
| Non-controlling interest | — | 4,595 | ||
| Common stock | 152 | 165 | ||
| Treasury stock (at cost) | — | (7,130) | ||
| Tax indemnification | (9,537) | (9,537) | ||
| Note receivable from shareholder | (4,753) | (4,753) | ||
| Additional paid-in capital | 11,819 | 23,274 | ||
| Retained earnings | 13,441 | 7,142 | ||
| Accumulated other comprehensive loss | (4,693) | (4,905) | ||
| Total stockholders’ equity | 6,429 | 4,256 | ||
| Non-controlling interest | 4,640 | — | ||
| Total equity | 11,069 | 4,256 | ||
| Total liabilities and equity | $ | 59,116 | $ | 67,274 |
7/10
Travelzoo
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three months ended | Six months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 2,663 | $ | 1,058 | $ | 6,344 | $ | 3,421 |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 467 | 544 | 945 | 1,118 | ||||
| Stock-based compensation | 431 | 589 | 827 | 1,131 | ||||
| Deferred income tax | 30 | 453 | (38) | 550 | ||||
| Loss on long-lived assets | 10 | — | 10 | 38 | ||||
| Gain on sale of equity investment in WeGo | — | — | — | (196) | ||||
| Net foreign currency effects | (36) | 227 | (33) | 214 | ||||
| Reversal of reserves on accounts receivable and other reserves | (260) | (838) | (829) | (2,246) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 3,516 | 3,032 | 3,888 | (131) | ||||
| Prepaid income taxes | 557 | (89) | 964 | 670 | ||||
| Prepaid expenses, deposits and other | 2,556 | (703) | 2,573 | (138) | ||||
| Accounts payable | (1,072) | (2,159) | (2,393) | (2,056) | ||||
| Merchant payables | (4,013) | (11,823) | (8,604) | (19,784) | ||||
| Accrued expenses and other | (534) | (745) | 377 | 172 | ||||
| Income tax payable | 198 | (29) | 198 | (186) | ||||
| Other liabilities | 600 | 257 | 1,419 | 433 | ||||
| Net cash provided by (used in) operating activities | 5,113 | (10,226) | 5,648 | (16,990) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from repayment of note receivable | 74 | — | 113 | — | ||||
| Purchases of intangible assets | — | — | — | (1,049) | ||||
| Proceeds from sale of equity investment in WeGo | — | — | — | 196 | ||||
| Purchases of property and equipment | (46) | (86) | (157) | (175) | ||||
| Net cash provided by (used in) investing activities | 28 | (86) | (44) | (1,028) | ||||
| Cash flows from financing activities: | ||||||||
| Repurchase of common stock | (4,684) | — | (4,870) | — | ||||
| Exercise of stock options and taxes paid for net share settlement of equity awards | (299) | 1,885 | (299) | 1,885 | ||||
| Net cash provided by (used in) financing activities | (4,983) | 1,885 | (5,169) | 1,885 | ||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | 213 | (1,652) | 384 | (2,176) | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 371 | (10,079) | 819 | (18,309) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 19,826 | 36,759 | 19,378 | 44,989 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 20,197 | $ | 26,680 | $ | 20,197 | $ | 26,680 |
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Travelzoo
Segment Information from Continuing Operations
(Unaudited)
(In thousands)
| Three months ended June 30, 2023 | Travelzoo North<br>America | Travelzoo Europe | Jack's Flight Club | New Initiatives | Consolidated | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from unaffiliated customers | $ | 13,642 | $ | 6,462 | $ | 1,011 | $ | 13 | $ | 21,128 |
| Intersegment revenue (loss) | 491 | (575) | 84 | — | — | |||||
| Total net revenues | 14,133 | 5,887 | 1,095 | 13 | 21,128 | |||||
| Operating income (loss) | $ | 3,753 | $ | (239) | $ | 97 | $ | (338) | $ | 3,273 |
| Three months ended June 30, 2022 | Travelzoo North<br>America | Travelzoo Europe | Jack's Flight Club | New Initiatives | Consolidated | |||||
| Revenue from unaffiliated customers | $ | 12,337 | $ | 4,395 | $ | 952 | $ | 5 | $ | 17,689 |
| Intersegment revenue (loss) | 41 | (41) | — | — | — | |||||
| Total net revenues | 12,378 | 4,354 | 952 | 5 | 17,689 | |||||
| Operating income (loss) | $ | 3,272 | $ | (1,472) | $ | 161 | $ | (180) | $ | 1,781 |
| Six months ended June 30, 2023 | Travelzoo North<br>America | Travelzoo Europe | Jack's Flight Club | New Initiatives | Consolidated | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue from unaffiliated customers | $ | 28,209 | $ | 12,540 | $ | 1,959 | $ | 21 | $ | 42,729 |
| Intersegment revenue (loss) | 682 | (766) | 84 | — | — | |||||
| Total net revenues | 28,891 | 11,774 | 2,043 | 21 | 42,729 | |||||
| Operating income (loss) | $ | 8,269 | $ | 218 | $ | 52 | $ | (555) | $ | 7,984 |
| Six months ended June 30, 2022 | Travelzoo North<br>America | Travelzoo Europe | Jack's Flight Club | New Initiatives | Consolidated | |||||
| Revenue from unaffiliated customers | $ | 23,835 | $ | 10,522 | $ | 1,775 | $ | 10 | $ | 36,142 |
| Intersegment revenue (loss) | 234 | (234) | — | — | — | |||||
| Total net revenues | 24,069 | 10,288 | 1,775 | 10 | 36,142 | |||||
| Operating income (loss) | $ | 5,092 | $ | (1,294) | $ | 184 | $ | (282) | $ | 3,700 |
9/10
Travelzoo
Reconciliation of GAAP to Non-GAAP Information
(Unaudited)
(In thousands, except per share amounts)
| Three months ended | Six months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| GAAP operating expense | $ | 14,975 | $ | 13,745 | $ | 29,174 | $ | 27,447 |
| Non-GAAP adjustments: | ||||||||
| Amortization of intangibles (A) | 389 | 217 | 787 | 443 | ||||
| Stock option expenses (B) | 431 | 589 | 827 | 1,131 | ||||
| Severance-related expenses (C) | 56 | 49 | 95 | 62 | ||||
| Non-GAAP operating expense | 14,099 | 12,890 | 27,465 | 25,811 | ||||
| GAAP operating income | 3,273 | 1,781 | 7,984 | 3,700 | ||||
| Non-GAAP adjustments (A through C) | 876 | 855 | 1,709 | 1,636 | ||||
| Non-GAAP operating income | 4,149 | 2,636 | 9,693 | 5,336 |
10/10