tzoo-20210317
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):  March 17, 2021
____________________________________________________

tzoo-20210317_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 (212) 484-4900
(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 March 17, 2021, Travelzoo (the "Company") reported its fourth quarter 2020 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:March 17, 2021By:/s/ Lisa Su
Lisa Su
Chief Accounting Officer



EXHIBIT INDEX
ExhibitDescription
Press Release, dated March 17, 2021.



Exhibit 99.1
travellogo11062017a131.jpg
Travelzoo
590 Madison Avenue
35th Floor
New York, NY 10022

Investor Relations:
Almira Pusch


FOR IMMEDIATE RELEASE

Travelzoo Reports Fourth Quarter 2020 Results

NEW YORK, March 17, 2021 — Travelzoo® (NASDAQ: TZOO):

•Consolidated revenue of $12.5 million, down 51% from $25.3 million year-over-year
•Net income of $702,000
•Non-GAAP consolidated operating profit of $547,000
•Earnings per share (EPS) of $0.02 attributable to Travelzoo from continuing operations
•Cash flow from operations of $9.2 million

Travelzoo, a global Internet media company that publishes exclusive offers and experiences for members, today announced financial results for the fourth quarter ended December 31, 2020.
Consolidated revenue was $12.5 million, down 51% from $25.3 million year-over-year. 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 income attributable to Travelzoo from continuing operations was $173,000 for Q4 2020. At the consolidated level, including minority interests, the reported net income from continuing operations was $702,000. EPS from continuing operations was $0.02, down from $0.15 in the prior-year period.

Non-GAAP operating profit was $547,000. The calculation of non-GAAP operating profit excludes amortization of intangibles ($0.3 million), stock option expenses ($1.0 million), and severance-related expenses ($0.2 million). See section “Non-GAAP Financial Measures” below.
1/11

“We see continued improvement in our business. We are seeing irresistibly priced deals from travel companies, and Travelzoo, as the most trusted media brand publishing and recommending deals, is bringing the very best deals to its members", said Holger Bartel, Global CEO.

"In March 2021, we saw the strongest activity from Travelzoo members in the U.S. since March 2020, as measured by user sessions on the Travelzoo site and app."

Cash Position
As of December 31, 2020, consolidated cash, cash equivalents and restricted cash were $64.2 million.

Reserve
Reported revenues include a reserve of $3.9 million related to commissions to be earned from vouchers sold. The reserve was booked contra revenue and reduced reported Q4 2020 revenue by $1.6 million.

Travelzoo North America
North America business segment revenue decreased 45% year-over-year to $8.9 million. Operating profit for Q4 2020 was $1.3 million, or 15% of revenue, compared to an operating profit of $2.0 million, or 12% of revenue in the prior-year period.

Travelzoo Europe
Europe business segment revenue decreased 71% year-over-year to $2.7 million. Operating loss for Q4 2020 was $2.4 million, compared to an operating profit of $925,000, or 10% of revenue 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. In Q4 2020, the Jack's Flight Club business segment generated $971,000 in revenue from subscriptions with operating profit of $582,000. After consolidation with Travelzoo, Jack’s Flight Club's net loss was $62,000, with $37,000 attributable to Travelzoo as a result of recording $333,000 of amortization of intangible assets related to the acquisition and haircut of revenue (derived from deferred revenue sold prior to acquisition) of $49,000 due to purchase accounting in accordance with U.S. GAAP.


2/11

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 from Japan was $9,000 in Q4 2020. However, licensing revenue is booked with a lag of one quarter.

Members and Subscribers
As of December 31, 2020, we had 30.2 million members worldwide. In Europe, the unduplicated number of Travelzoo members was 8.7 million as of December 31, 2020, down 4% from December 31, 2019. In North America, the unduplicated number of Travelzoo members was 16.3 million as of December 31, 2020, down 8% from December 31, 2019. 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 1.7 million subscribers as of December 31, 2020, up 6% from December 31, 2019.

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 was classified as discontinued operations at 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 benefit was $368,000 in Q4 2020, compared to an income tax expense of $1.1 million in the prior-year period.
3/11


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, 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 see a trend of recovery of our revenue. We have been able to reduce our operating expenses significantly. As a result of recovery of revenue and substantially lower operating expenses, we currently expect to achieve for Q1 a result close to break-even or a profit.


Conference Call
Travelzoo will host a conference call to discuss fourth 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.


4/11

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 and Top 20 are registered trademarks of Travelzoo.


5/11

Travelzoo
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
 Three months endedTwelve months ended
 December 31,December 31,
 2020201920202019
Revenues$12,483 $25,326 $53,601 $104,925 
Cost of revenues2,795 3,046 10,563 11,435 
Gross profit9,688 22,280 43,038 93,490 
Operating expenses:
Sales and marketing6,305 12,737 30,616 51,342 
Product development 495 1,853 3,081 6,709 
General and administrative3,785 4,764 20,494 18,398 
Impairment of intangible asset and goodwill— — 2,920 — 
Total operating expenses10,585 19,354 57,111 76,449 
Operating income (loss)(897)2,926 (14,073)17,041 
Other income (loss), net677 (90)455 (42)
Income (loss) from continuing operations before income taxes(220)2,836 (13,618)16,999 
Income tax expense (benefit)(368)1,116 (2,438)4,712 
Income (loss) from continuing operations148 1,720 (11,180)12,287 
Income (loss) from discontinued operations, net of tax554 (2,319)(3,390)(8,132)
Net income (loss)702 (599)(14,570)4,155 
Net income (loss) attributable to non-controlling interest(25)— (1,147)— 
Net income (loss) attributable to Travelzoo$727 $(599)$(13,423)$4,155 
Net income (loss) attributable to Travelzoo—continuing operations$173 $1,720 $(10,033)$12,287 
Net income (loss) attributable to Travelzoo—discontinued operations$554 $(2,319)$(3,390)$(8,132)
Income (loss) per share—basic
Continuing operations$0.02 $0.15 $(0.88)$1.04 
Discontinued operations$0.05 $(0.20)$(0.30)$(0.69)
Net income (loss) per share —basic$0.06 $(0.05)$(1.18)$0.35 
Income (loss) per share—diluted
Continuing operations$0.01 $0.15 $(0.88)$1.02 
Discontinued operations$0.04 $(0.20)$(0.30)$(0.69)
Net income (loss) per share—diluted$0.06 $(0.05)$(1.18)$0.35 
Shares used in per share calculation from continuing operations—basic11,315 11,559 11,344 11,809 
Shares used in per share calculation from discontinued operations—basic11,315 11,559 11,344 11,809 
Shares used in per share calculation from continuing operations—diluted12,605 11,691 11,344 12,035 
Shares used in per share calculation from discontinued operations—diluted12,605 11,559 11,344 11,809 
6/11

Travelzoo
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
December 31,
2020		December 31,
2019
Assets
Current assets:
Cash and cash equivalents$63,061 $18,743 
Accounts receivable, net4,519 11,209 
Prepaid income taxes931 989 
Deposits137 105 
Prepaid expenses and other1,166 2,288 
Assets from discontinued operations230 3,961 
Total current assets70,044 37,295 
Deposits and other745 572 
Deferred tax assets5,067 2,051 
Restricted cash1,178 1,135 
Investment in WeGo — 2,484 
Operating lease right-of-use assets8,541 8,140 
Property and equipment, net1,347 2,861 
Intangible assets, net4,534 — 
Goodwill10,944 — 
Total assets$102,400 $54,538 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$6,996 $6,382 
Merchant payable57,104 12,967 
Accrued expenses and other 8,649 6,281 
Deferred revenue2,688 786 
Operating lease liabilities3,587 4,847 
PPP notes payable - current portion2,849 — 
Income tax payable 326 914 
Liabilities from discontinued operations671 3,135 
Total current liabilities82,870 35,312 
PPP notes payable814 — 
Deferred tax liabilities357 — 
Long-term operating lease liabilities10,774 7,920 
Other long-term liabilities1,085 443 
Total liabilities95,900 43,675 
Non-controlling interest4,608 — 
Common stock114 115 
Additional paid-in capital6,240 — 
Retained earnings (accumulated deficit)(406)14,200 
Accumulated other comprehensive loss(4,056)(3,452)
Total stockholders’ equity 1,892 10,863 
Total liabilities and stockholders’ equity $102,400 $54,538 
7/11

Travelzoo
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 Three months endedTwelve months ended
 December 31,December 31,
 2020201920202019
Cash flows from operating activities:
Net income (loss)$702 $(599)$(14,570)$4,155 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization508 319 2,314 1,318 
Stock-based compensation958 117 6,201 993 
Deferred income tax(813)(173)(2,560)258 
Impairment of intangible assets and goodwill — — 2,920 — 
Gain on notes payable settlement— — (1,500)— 
Gain on long-lived assets(822)— (385)— 
Loss on equity investment in WeGo— 210 474 821 
Gain on sale of equity investment in WeGo(468)— (468)— 
Net foreign currency effects(143)21 (685)80 
Provision of loss on accounts receivable and other1,452 193 5,375 325 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(50)(601)6,196 (728)
Income tax receivable(610)(59)75 (600)
Prepaid expenses and other (443)(623)1,183 (626)
Accounts payable(5,234)410 (748)1,104 
Merchant payable15,381 6,622 44,136 1,957 
Accrued expenses and other(931)200 (2,312)(242)
Income tax payable(61)409 (540)373 
Other liabilities(193)2,864 1,711 2,048 
Net cash provided by operating activities9,233 9,310 46,817 11,236 
Cash flows from investing activities:
Acquisition of business, net of cash acquired— — (679)— 
Other investment— — (430)(673)
Proceeds from sale of equity investment in WeGo2,607 — 2,607 — 
Purchases of property and equipment(1)(124)(253)(474)
Proceeds from sale of long-lived assets822 822 
Net cash provided by (used in) investing activities2,606 (124)1,245 (1,147)
Cash flows from financing activities:
Repurchase of common stock— (2,048)(1,205)(10,816)
Payment of promissory notes(1,700)— (9,500)— 
Proceeds from notes payable— — 3,663 — 
Proceeds from exercise of stock options, net of taxes paid for net share settlement of equity awards262 — 262 1,710 
Net cash used in financing activities(1,438)(2,048)(6,780)(9,106)
8/11

Effect of exchange rate on cash, cash equivalents and restricted cash1,178 659 1,571 266 
Net increase in cash, cash equivalents and restricted cash12,401 7,797 43,675 1,249 
Cash, cash equivalents and restricted cash at beginning of period51,984 12,913 20,710 19,461 
Cash, cash equivalents and restricted cash at end of period$64,385 $20,710 $64,385 $20,710 
9/11

Travelzoo
Segment Information from Continuing Operations
(Unaudited)
(In thousands)
Three months ended December 31, 2020Travelzoo North
America		Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$8,858 $2,703 $922 $— $12,483 
Intersegment revenue12 (12)— — — 
Total net revenues8,870 2,691 922 — 12,483 
Operating income (loss)$1,318 $(2,414)$199 $— $(897)
Three months ended December 31, 2019Travelzoo North
America		Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$15,381 $9,937 $— $8 $25,326 
Intersegment revenue796 (788)— (8)— 
Total net revenues16,177 9,149 — — 25,326 
Operating income $1,993 $925 $— $8 $2,926 

Twelve months ended December 31, 2020Travelzoo North
America		Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$34,663 $15,409 $3,537 $(8)$53,601 
Intersegment revenue249 (257)— 8 — 
Total net revenues34,912 15,152 3,537 — 53,601 
Operating loss$(5,056)$(6,195)$(2,814)$(8)$(14,073)
Twelve months ended December 31, 2019Travelzoo North
America		Travelzoo EuropeJack's Flight ClubEliminationConsolidated
Revenue from unaffiliated customers$65,455 $39,556 $— $(86)$104,925 
Intersegment revenue2,572 (2,658)— 86 — 
Total net revenues68,027 36,898 — — 104,925 
Operating income $12,666 $4,461 $— $(86)$17,041 







10/11

Travelzoo
Reconciliation of GAAP to Non-GAAP Information
(Unaudited)
(In thousands, except per share amounts)
 Three months endedTwelve months ended
 December 31,December 31,
 2020201920202019
GAAP operating expense$10,585 $19,354 $57,111 $76,449 
Non-GAAP adjustments:
Impairment of intangible and goodwill (A)— — 2,920 — 
Amortization of intangibles (B)333 — 1,277 — 
Stock option expenses (C)958 117 6,201 993 
Severance-related expenses (D)153 63 1,292 148 
Non-GAAP operating expense9,141 19,174 45,421 75,308 
GAAP operating income (loss)(897)2,926 (14,073)17,041 
Non-GAAP adjustments (A through D)1,444 180 11,690 1,141 
Non-GAAP operating income (loss)547 3,106 (2,383)18,182 





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11/11