8-K

TRAVELZOO (TZOO)

8-K 2024-04-24 For: 2024-04-24
View Original
Added on April 07, 2026

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):  April 24, 2024

____________________________________________________

image0a212a14.jpg

(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 April 24, 2024, Travelzoo (the "Company") reported its first quarter 2024 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 7.01.         Regulation FD Disclosure

See Item 2.02, “Results of Operations and Financial Condition,” above.

In addition, a copy of the supplemental earnings presentation discussed during the Company’s earnings call is attached to this report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

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 24, 2024 By: /s/ Lijun Qi
Lijun Qi<br><br>Principal Accounting Officer

EXHIBIT INDEX

Exhibit Description
99.1 Press Release, dated April 24, 2024.
99.2 Supplemental earnings presentation provided in connection with the first quarter 2024 earnings call of Travelzoo, dated April 24, 2024.

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 First Quarter 2024 Results

NEW YORK, April 24, 2024 — Travelzoo® (NASDAQ: TZOO):

•Revenue of $22.0 million, up 2% year-over-year

•Consolidated operating profit of $5.6 million

•Non-GAAP consolidated operating profit of $6.0 million

•Cash flow from operations of $4.6 million

•Earnings per share (EPS) of $0.31

Travelzoo, the club for travel enthusiasts, today announced financial results for the first quarter ended March 31, 2024. Consolidated revenue was $22.0 million, up 2% from $21.6 million year-over-year. In constant currencies, revenue was $21.8 million, up 1% 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, and membership fees

Net income attributable to Travelzoo was $4.2 million for Q1 2024, or $0.31 per share, compared with $0.23 in the prior-year period. Net income attributable to Travelzoo from continuing operations was $4.2 million for Q1 2024, or $0.31 per share, compared with $0.23 in the prior-year period.

Non-GAAP operating profit was $6.0 million. Non-GAAP operating profit excludes amortization of intangibles ($0.3 million) and stock option expenses ($95,000). Please refer to “Non-GAAP Financial Measures” and the tabular reconciliation below.

“We will continue to leverage Travelzoo's global reach, trusted brand, and strong relationships with top travel suppliers to negotiate more exclusive offers for members,” said Holger Bartel, Travelzoo's Global

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CEO. “It is in times of large increases in travel prices that Travelzoo is most valuable for consumers. Travelzoo members enjoy high quality travel experiences that represent outstanding value."

“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 March 31, 2024, consolidated cash, cash equivalents and restricted cash were $16.9 million. Net cash provided by operations was $4.6 million.

Travelzoo North America

North America business segment revenue decreased 4% year-over-year to $14.2 million. Operating profit for Q1 2024 was $4.4 million, or 31% of revenue, compared to operating profit of $4.5 million in the prior-year period.

Travelzoo Europe

Europe business segment revenue increased 13% year-over-year to $6.7 million. In constant currencies, Europe business segment revenue increased 10% year-over-year. Operating profit for Q1 2024 was $1.4 million, or 21% of revenue, compared to operating profit of $457,000 in the prior-year period.

Jack’s Flight Club

Jack’s Flight Club is a membership subscription service in which Travelzoo has a 60% ownership interest. Revenue from unaffiliated customers increased 16% year-over-year to $1.1 million. The number of premium subscribers increased 11% year-over-year. Jack’s Flight Club’s revenue from subscriptions is recognized ratably over the subscription period (quarterly, semi-annually, annually). Non-GAAP operating loss for Q1 2024 was $24,000, compared to a non-GAAP operating profit of $123,000 in the prior-year period. Non-GAAP operating loss excludes amortization of intangibles ($75,000) related to the acquisition of Travelzoo’s ownership interest in Jack’s Flight Club in 2020. The Q1 2024 operating loss was caused by marketing expenses in connection with growth in members.

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New Initiatives

New Initiatives business segment revenue, which includes Licensing and Travelzoo META, was $32,000. Operating loss for Q1 2024 was $130,000.

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. Travelzoo recorded $7,000 in licensing revenue from the licensee in Japan in Q1 2024. Travelzoo recorded $10,000 in licensing revenue from the licensee in Australia, New Zealand, and Singapore in Q1 2024. Licensing revenue is expected to increase going forward.

Members and Subscribers

As of March 31, 2024, we were 31.0 million members worldwide, up from 30.5 million as of March 31, 2023. In North America, Travelzoo had 16.2 million unduplicated members as of March 31, 2024, down from 16.3 million as of March 31, 2023. In Europe, Travelzoo had 9.2 million unduplicated members as of March 31, 2024, up from 9.1 million as of March 31, 2023. Jack’s Flight Club had 2.4 million subscribers as of March 31, 2024, up from 2.0 million as of March 31, 2023.

Discontinued Operations

In March 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.

Income Taxes

A provision of $1.5 million for income taxes was recorded for Q1 2024, compared to an income tax expense of $1.4 million in the prior-year period. Travelzoo intends to utilize available net operating losses (NOLs) to largely offset its actual tax liability for Q1 2024.

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Looking Ahead

For Q2 2024, we expect continued growth in revenue year-over-year, albeit at a smaller pace than in 2023. We also expect for Q2 2024 higher profitability year-over-year . In December 2023, we announced the introduction of a membership fee for Travelzoo beginning January 1, 2024. We recognize membership fee revenue ratably over the subscription period. Legacy Travelzoo members as of December 31, 2023 are exempt from the fee during 2024. Therefore, we do not anticipate to generate membership fee revenue from these members before 2025.

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 intangible 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.

Conference Call

Travelzoo will host a conference call to discuss first quarter 2024 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

We, Travelzoo®, are the club for travel enthusiasts. Our 30 million members receive 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.

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Travelzoo

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

Three months ended
March 31,
2024 2023
Revenues $ 21,985 $ 21,601
Cost of revenues 2,640 2,691
Gross profit 19,345 18,910
Operating expenses:
Sales and marketing 8,598 9,296
Product development 566 490
General and administrative 4,590 4,413
Total operating expenses 13,754 14,199
Operating income 5,591 4,711
Other income, net 139 350
Income from continuing operations before income taxes 5,730 5,061
Income tax expense 1,505 1,378
Income from continuing operations 4,225 3,683
Loss from discontinued operations, net of tax (2)
Net income 4,225 3,681
Net income (loss) attributable to non-controlling interest (11) 8
Net income attributable to Travelzoo $ 4,236 $ 3,673
Net income attributable to Travelzoo—continuing operations $ 4,236 $ 3,675
Net loss attributable to Travelzoo—discontinued operations $ $ (2)
Income per share—basic
Continuing operations $ 0.31 $ 0.23
Discontinued operations $ $
Net income per share—basic $ 0.31 $ 0.23
Income per share—diluted
Continuing operations $ 0.31 $ 0.23
Discontinued operations $ $
Net income per share—diluted $ 0.31 $ 0.23
Shares used in per share calculation from continuing operations—basic 13,489 15,697
Shares used in per share calculation from discontinued operations—basic 13,489 15,697
Shares used in per share calculation from continuing operations—diluted 13,625 15,779
Shares used in per share calculation from discontinued operations—diluted 13,625 15,779

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Travelzoo

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

March 31,<br>2024 December 31,<br>2023
Assets
Current assets:
Cash and cash equivalents $ 16,190 $ 15,713
Accounts receivable, net 13,151 12,965
Prepaid income taxes 566 629
Prepaid expenses and other 1,681 1,460
Assets from discontinued operations 1 1
Total current assets 31,589 30,768
Deposits and other 225 1,115
Deferred tax assets 3,107 3,196
Restricted cash 675 675
Operating lease right-of-use assets 5,892 6,015
Property and equipment, net 532 578
Intangible assets, net 1,773 2,091
Goodwill 10,944 10,944
Total assets $ 54,737 $ 55,382
Liabilities and Equity
Current liabilities:
Accounts payable $ 5,514 $ 4,546
Merchant payables 17,827 20,622
Accrued expenses and other 3,634 3,658
Deferred revenue 3,247 2,044
Income tax payable 805 766
Operating lease liabilities 2,463 2,530
Liabilities from discontinued operations 24 24
Total current liabilities 33,514 34,190
Long-term tax liabilities 5,596 4,681
Long-term operating lease liabilities 6,458 6,717
Other long-term liabilities 377 911
Total liabilities 45,945 46,499
Common stock 132 136
Tax indemnification (9,537) (9,537)
Note receivable from shareholder (1,753) (1,753)
Additional paid-in capital 439
Retained earnings 20,125 19,508
Accumulated other comprehensive loss (4,861) (4,607)
Total Travelzoo stockholders’ equity 4,106 4,186
Non-controlling interest 4,686 4,697
Total stockholder's equity 8,792 8,883
Total liabilities and equity $ 54,737 $ 55,382

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Travelzoo

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Three months ended
March 31,
2024 2023
Cash flows from operating activities:
Net income $ 4,225 $ 3,681
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 383 478
Stock-based compensation 95 396
Deferred income tax (15) (68)
Net foreign currency effects 3 3
Net recoveries of accounts receivable and refund reserves (33) (712)
Changes in operating assets and liabilities:
Accounts receivable (235) 372
Prepaid income taxes 63 407
Prepaid expenses, deposits and other 582 160
Accounts payable 1,008 (1,321)
Merchant payables (2,678) (4,591)
Accrued expenses and other 972 911
Income tax payable 54
Other liabilities 197 819
Net cash provided by operating activities 4,621 535
Cash flows from investing activities:
Proceeds from repayment of note receivable 39
Purchases of property and equipment (35) (111)
Net cash used in investing activities (35) (72)
Cash flows from financing activities:
Repurchase of common stock (3,872) (186)
Net cash used in financing activities (3,872) (186)
Effect of exchange rate on cash, cash equivalents and restricted cash (238) 171
Net increase in cash, cash equivalents and restricted cash 476 448
Cash, cash equivalents and restricted cash at beginning of period 16,389 19,378
Cash, cash equivalents and restricted cash at end of period $ 16,865 $ 19,826

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Travelzoo

Segment Information from Continuing Operations

(Unaudited)

(In thousands)

Three months ended March 31, 2024 Travelzoo North<br>America Travelzoo Europe Jack's Flight Club New Initiatives Consolidated
Revenues from unaffiliated customers $ 14,273 $ 6,580 $ 1,100 $ 32 $ 21,985
Intersegment revenues (45) 82 (37)
Total net revenues 14,228 6,662 1,063 32 21,985
Operating income (loss) $ 4,438 $ 1,382 $ (99) $ (130) $ 5,591
Three months ended March 31, 2023 Travelzoo North<br>America Travelzoo Europe Jack's Flight Club New Initiatives Consolidated
Revenues from unaffiliated customers $ 14,567 $ 6,078 $ 948 $ 8 $ 21,601
Intersegment revenues 191 (191)
Total net revenues 14,758 5,887 948 8 21,601
Operating income (loss) $ 4,516 $ 457 $ (45) $ (217) $ 4,711

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Travelzoo

Reconciliation of GAAP to Non-GAAP Information

(Unaudited)

(In thousands, except per share amounts)

Three months ended
March 31,
2024 2023
GAAP operating expense $ 13,754 $ 14,199
Non-GAAP adjustments:
Amortization of intangibles (A) 317 398
Stock option expenses (B) 95 396
Severance-related expenses (C) 39
Non-GAAP operating expense 13,342 13,366
GAAP operating income 5,591 4,711
Non-GAAP adjustments (A through C) 412 833
Non-GAAP operating income 6,003 5,544

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q12024presentationfinal

First Quarter 2024 Performance April 24, 2024


2 | First Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s first quarter 2024 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC). Certain statements contained in this presentation that are not historical facts may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward looking statements may include, but are not limited to, statements about our plans, objectives, expectations, prospects, expected future financial guidance and intentions, markets in which we participate and other statements contained in this presentation that are not historical facts. When used in this presentation, 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 presentation.


3 | First Quarter 2024 Performance Part 1: First Quarter 2024 Performance Part 2: Management Focus Part 3: Travelzoo META


4 | First Quarter 2024 Performance 30.5 31.1 31.0 Q1 2023 Q4 2023 Q1 2024 21.6 22.0 Q1 2023 Q1 2024 Revenue, operating profit and member count all increased year-over-year. Revenue $ millions Members Millions Operating Profit $ millions 4.7 5.6 Q1 2023 Q1 2024


5 | First Quarter 2024 Performance 4.5 4.4 0.5 1.4 Revenue growth in our Europe segment more than offset a slight decline in North America. Revenue $ millions North America Business Segment Europe Business Segment Q1 2023 Q1 2024 Operating Profit $ millions Q1 2023 Q1 2024 5.9 6.7 14.8 14.2


6 | First Quarter 2024 Performance On a consolidated level, we expect revenue from membership fees to grow over time. During 2024, membership fees have been waived for legacy Travelzoo members*. Advertising Global Revenues $ millions 20.6 20.0 20.9 Q1 2023 Q4 2023 Q1 2024 Membership Fees 0.9 1.0 1.1 Other 0.0 0.2 0.0 Includes advertising revenues and commissions from travel companies, local and entertainment businesses Includes membership fees and subscription revenues * Legacy members are ones who joined prior to January 1, 2024 and which are exempt from membership fees during 2024.


7 | First Quarter 2024 Performance $40 $1.67 $10 $10 $10 $8.33 Payment by member Revenue recognized Revenue from membership fees is recognized ratably over the period of the subscription. Member acquisition costs, on the other hand, are fully recorded immediately. Example: New member joined on March 1, 2024, paying a membership fee of $40 per annum Revenue Recognition $ Revenue recognized Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025


8 | First Quarter 2024 Performance 4% 7% 9% 11% 18% 25% 2017 2018 2019 2020 2021 2022 2023 Q1 2024 Our GAAP operating margin increased to 25%. Operating Margin (26%) (2%)


9 | First Quarter 2024 Performance In North America, the GAAP operating margin remained high. Revenue $ millions North America Business Segment Operating Margin Percent 14.8 14.1 13.4 13.8 14.2 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 31% 27% 22% 29% 31%


10 | First Quarter 2024 Performance * GAAP operating profit + amortization of intangibles + stock option expenses + severance-related expenses = non-GAAP operating profit Total non-GAAP operating profit increased to $6.0 million and 27% of revenue. Non-GAAP Operating Profit* $ millions GAAP Operating Profit Adjustments Non-GAAP Operating Profit* 5.6 0.4 6.0 4.7 0.8 5.5 Q1 2023 Q1 2024


11 | First Quarter 2024 Performance Items excluded in the calculation of non-GAAP operating profit. $ millions Q1 2023 Q1 2024 Adjustments 0.8 0.4 Impairment of intangibles and goodwill — — Amortization of intangibles 0.4 0.3 Stock option expense 0.4 0.1 Severance-related expenses — —


12 | First Quarter 2024 Performance 19.8 16.4 16.9 Q1 2023 Q4 2023 Q1 2024 We maintained a solid cash position even after repurchasing 400,000 shares during the quarter. Payables to partners decreased by $2.8 million versus Q4 2023. Cash Balance at End of Quarter* $ millions * Includes cash, cash equivalents and restricted cash


13 | First Quarter 2024 Performance Revenue $ millions Operating Expenses and Cost of Revenues $ millions We believe we can keep our fixed costs relatively low in the foreseeable future. Higher revenues would thus increase margins. 16.1 15.9 16.0 0.8 0.8 0.4 Q1 2023 Q4 2023 Q1 2024 16.7 16.416.921.6 21.1 22.0 Q1 2023 Q4 2023 Q1 2024 OPEX and cost of revenues Non-GAAP adjustments


14 | First Quarter 2024 Performance 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. Travelzoo's Global Reach Members* Millions 30.5 31.0 Q1 2023 Q1 2024 * Including members of Jack's Flight Club ** Sources: Travelzoo Travel Outlook 2024 member survey in the U.S.; survey tool Alchemer; October 2023; targeted survey of non-dormant members; n=4,484 *** Google Analytics, average taken over July 2022 to June 2023.; U.S. Department of State – Bureau of Consular Affairs, U.S. Census Bureau High-Quality Users, Followers and Subscribers Travelzoo U.S. Member Survey** October 2023 53% ages 45+ 48% ages 18-44*** 56% female 43% male*** 96% have a valid passport compared to 45% of U.S. population 84% plan to take 2+ domestic trips in 2024 91% say they are open to new destinations and travel ideas


15 | First Quarter 2024 Performance Part 1: First Quarter 2023 Performance Part 2: Management Focus Part 3: Travelzoo META


16 | First Quarter 2024 Performance Management focus • Grow the number of Travelzoo members. • Leverage strong existing relationships with top travel suppliers and add new relationships to negotiate more exclusive offers. • Utilize higher operating margins to increase EPS. • Grow Jack’s Flight Club’s profitable subscription revenue. • Develop Travelzoo META with discipline.


17 | First Quarter 2024 Performance Part 1: First Quarter 2024 Performance Part 2: Management Focus Part 3: Travelzoo META


18 | First Quarter 2024 Performance


NASDAQ: TZOO HAVE A NICE DAY! For questions, please contact Travelzoo Investor Relations: ir@travelzoo.com