8-K

TRAVELZOO (TZOO)

8-K 2025-04-29 For: 2025-04-29
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 29, 2025

____________________________________________________

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 29, 2025, Travelzoo (the "Company") reported its first quarter 2025 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 29, 2025 By: /s/ JEFF HOFFMAN
Jeff Hoffman<br>Financial Controller, North America

EXHIBIT INDEX

Exhibit Description
99.1 Press Release, dated April 29, 2025.
99.2 Supplemental earnings presentation provided in connection with the first quarter 2025 earnings call of Travelzoo, dated April 29, 2025.

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 2025 Results

NEW YORK, April 29, 2025 — Travelzoo® (NASDAQ: TZOO):

•Revenue of $23.1 million, up 5% year-over-year

•Consolidated operating profit of $3.7 million

•Non-GAAP consolidated operating profit of $4.4 million

•Cash flow from operations of $3.3 million

•Earnings per share (EPS) of $0.25

Travelzoo, the club for travel enthusiasts, today announced financial results for the first quarter ended March 31, 2025. Consolidated revenue was $23.1 million, up 5% from $22.0 million year-over-year. In constant currencies, revenue was $23.3 million, up 6% 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 $3.0 million for Q1 2025, or $0.25 per share, compared with $0.31 in the prior-year period.

Non-GAAP operating profit was $4.4 million. Non-GAAP operating profit excludes amortization of intangibles ($26,000), stock option expenses ($369,000), and severance-related expenses ($222,000). 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 Club Offers for Club Members,” said Holger Bartel, Travelzoo's Global CEO. “Travelzoo members are affluent, active, and open to new experiences. We inspire travel

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enthusiasts to travel to places they never imagined they could. Travelzoo is the must-have membership for those who love to travel as much as we do."

Travelzoo North America

North America business segment revenue increased 6% year-over-year to $15.1 million. Operating profit for Q1 2025 was $3.6 million, or 24% of revenue, compared to operating profit of $4.4 million in the prior-year period.

Travelzoo Europe

Europe business segment revenue increased 1% year-over-year to $6.7 million. Operating profit for Q1 2025 was $0.2 million, or 3% of revenue, compared to operating profit of $1.4 million 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 20% year-over-year to $1.3 million. The number of premium subscribers increased 13% year-over-year. Jack’s Flight Club’s revenue from subscriptions is recognized ratably over the subscription period (quarterly, semi-annually, annually). Marketing investments of $0.6 million were fully expensed in Q1 2025. Operating loss for Q1 2025 was $48,000, compared to an operating loss of $99,000 in the prior-year period.

New Initiatives

New Initiatives business segment revenue, which includes Licensing and Travelzoo META, was $17,000. Operating loss for Q1 2025 was $30,000.

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 2025. Travelzoo recorded $10,000 in licensing revenue from the licensee in Australia in Q1 2025. Licensing revenue is expected to increase going forward.

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Reach

Travelzoo reaches 30 million travelers. This includes Jack's Flight Club. Comparisons to prior periods are no longer meaningful due to strategic developments of the Travelzoo membership.

Income Taxes

The reported income tax provision and reserves for Q1 2025 are $1.1 million. Travelzoo intends to utilize available net operating losses (NOLs) to largely offset its tax liability for Q1 2025.

Cash Position

As of March 31, 2025, cash, cash equivalents and restricted cash were $12.2 million. Cash flow from operations was $3.3 million.

Share Repurchase Program

During Q1 2025, the Company repurchased 590,839 shares of its outstanding common stock.

Looking Ahead

For Q2 2025, we expect year-over-year revenue growth to double. We expect revenue growth to accelerate as a trend in subsequent quarters, as membership fees revenue is recognized ratably over the subscription period, as we acquire new members, and as more Legacy Members become Club Members. Over time, we expect profitability to increase as recurring membership fees revenue will be recognized. In the short-term, fluctuations in reported net income are possible because we might see attractive opportunities to increase marketing. We expense marketing costs immediately.

In 2024, we introduced a membership fee for Travelzoo. Legacy Members, who joined prior to 2024, continue to receive certain travel offers. However, Club Offers and new benefits are only available to Club Members, who pay the membership fee. Therefore, we are seeing many Legacy Members become Club Members over time—in addition to new members who join.

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

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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 2025 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.

About Travelzoo

We, Travelzoo®, are the club for travel enthusiasts. We reach 30 million travelers. Club Members receive Club Offers 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 thousands of top travel suppliers—our long-standing relationships give us 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,
2025 2024
Revenues $ 23,140 $ 21,985
Cost of revenues 4,172 2,640
Gross profit 18,968 19,345
Operating expenses:
Sales and marketing 10,225 8,598
Product development 634 566
General and administrative 4,365 4,590
Total operating expenses 15,224 13,754
Operating income 3,744 5,591
Other income, net 418 139
Income from operations before income taxes 4,162 5,730
Income tax expense 1,125 1,505
Net income 3,037 4,225
Net income (loss) attributable to non-controlling interest 4 (11)
Net income attributable to Travelzoo $ 3,033 $ 4,236
Net income per share—basic $ 0.26 $ 0.31
Net income per share—diluted $ 0.25 $ 0.31
Shares used in per share calculation—basic 11,670 13,489
Shares used in per share calculation—diluted 12,249 13,625

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Travelzoo

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

March 31,<br>2025 December 31,<br>2024
Assets
Current assets:
Cash and cash equivalents $ 11,473 $ 17,064
Accounts receivable, net 12,387 12,825
Prepaid income taxes 818 736
Prepaid expenses and other 1,665 1,148
Total current assets 26,343 31,773
Deposits and other 385 374
Deferred tax assets 3,430 3,380
Restricted cash 753 675
Operating lease right-of-use assets 5,605 5,655
Property and equipment, net 400 423
Intangible assets, net 1,471 1,498
Goodwill 10,944 10,944
Total assets $ 49,331 $ 54,722
Liabilities and Equity
Current liabilities:
Accounts payable $ 6,054 $ 6,162
Merchant payables 14,833 16,294
Accrued expenses and other 4,464 3,404
Deferred revenue 7,838 6,545
Income tax payable 684 1,619
Operating lease liabilities 2,690 2,472
Total current liabilities 36,563 36,496
Long-term tax liabilities and reserve 8,508 7,851
Long-term operating lease liabilities 5,251 5,646
Other long-term liabilities 376 376
Total liabilities 50,698 50,369
Common stock 112 118
Tax indemnification (9,537) (9,537)
Additional paid-in capital
Retained earnings 8,731 14,284
Accumulated other comprehensive loss (5,492) (5,327)
Total Travelzoo stockholders’ equity (deficit) (6,186) (462)
Non-controlling interest 4,819 4,815
Total stockholder's equity (deficit) (1,367) 4,353
Total liabilities and equity $ 49,331 $ 54,722

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Travelzoo

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Three months ended
March 31,
2025 2024
Cash flows from operating activities:
Net income $ 3,037 $ 4,225
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 76 383
Stock-based compensation 369 95
Deferred income tax (15)
Net foreign currency effects (205) 3
Provision of loss (net recoveries) on accounts receivable and refund reserve 206 (33)
Changes in operating assets and liabilities:
Accounts receivable 434 (235)
Prepaid income taxes (82) 63
Prepaid expenses, deposits and other (525) 582
Accounts payable (46) 1,008
Merchant payables (1,651) (2,678)
Accrued expenses and other 867 (239)
Deferred revenue 1,241 1,211
Income tax payable (974) 54
Other liabilities 534 197
Net cash provided by operating activities 3,281 4,621
Cash flows from investing activities:
Purchases of property and equipment (21) (35)
Net cash used in investing activities (21) (35)
Cash flows from financing activities:
Repurchase of common stock (8,918) (3,872)
Net cash used in financing activities (8,918) (3,872)
Effect of exchange rate on cash, cash equivalents and restricted cash 144 (238)
Net increase in cash, cash equivalents and restricted cash (5,514) 476
Cash, cash equivalents and restricted cash at beginning of period 17,740 16,389
Cash, cash equivalents and restricted cash at end of period $ 12,226 $ 16,865

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Travelzoo

Segment Information from Continuing Operations

(Unaudited)

(In thousands)

Three months ended March 31, 2025 Travelzoo North<br>America Travelzoo Europe Jack's Flight Club New Initiatives Consolidated
Revenues from unaffiliated customers $ 14,830 $ 6,970 $ 1,323 $ 17 $ 23,140
Intersegment revenues 298 (258) (40)
Total net revenues 15,128 6,712 1,283 17 23,140
Sales and marketing expenses 5,700 3,902 623 10,225
Other expenses 5,833 2,582 708 47 9,170
Operating profit (loss) 3,594 228 (48) (30) 3,744
Other income, net 418
Income from operations before income taxes 4,162
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
Sales and marketing expenses 5,107 3,061 405 8,573
Other expenses 4,683 2,219 757 162 7,821
Operating profit (loss) 4,438 1,382 (99) (130) 5,591
Other income, net 139
Income from operations before income taxes 5,730

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Travelzoo

Reconciliation of GAAP to Non-GAAP Information

(Unaudited)

(In thousands, except per share amounts)

Three months ended
March 31,
2025 2024
GAAP operating expense $ 15,224 $ 13,754
Non-GAAP adjustments:
Amortization of intangibles (A) 26 317
Stock option expenses (B) 369 95
Severance-related expenses (C) 222
Non-GAAP operating expense 14,607 13,342
GAAP operating income 3,744 5,591
Non-GAAP adjustments (A through C) 617 412
Non-GAAP operating income 4,361 6,003

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q12025presentationfinal

First Quarter 2025 Performance April 29, 2025


2 | First Quarter 2025 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 2025 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 2025 Performance Part 1: First Quarter 2025 Performance Part 2: Management Focus Part 3: Travelzoo META


4 | First Quarter 2025 Performance 22.0 23.1 Q1 2024 Q1 2025 Revenue increased by 5% year-over-year, reaching highest quarterly revenue since the pandemic. Operating profit decreased, as we invested more in member growth. Revenue $ millions Operating Profit $ millions 5.6 3.7 Q1 2024 Q1 2025


5 | First Quarter 2025 Performance 4.4 3.3 14.2 15.1 1.4 0.5 Strongest revenue growth came from North America and Jack’s Flight Club. Revenue $ millions North America Segment Europe Segment Q1 2024 Q1 2025 Operating Profit $ millions Q1 2024 Q1 2025 6.7 6.7 Jack’s Flight Club Segment 1.1 1.3 (0.1) 0.0


6 | First Quarter 2025 Performance Membership fees begin to drive significant and incremental revenue growth. It will further accelerate. Advertising Global Revenues $ millions 19.4 20.9 20.0 18.7 19.1 20.7 Q4 2023 Q1 2024 Q2 2024 Membership Fees 1.2 1.1 1.2 1.4 1.6 2.4 Other 0.0 0.0 0.0 0.0 0.0 0.0 Includes advertising revenues and commissions from travel companies, local and entertainment businesses Includes membership fees and subscription revenues Q3 2024 Q4 2024 Q1 2025


7 | First Quarter 2025 Performance $40 $1.67 $10 $10 $10 $8.33 Payment by member Revenue recognized We recognize revenue from membership fees ratably over the subscription period. Member acquisition costs, however, are fully recorded as expenses immediately. Example: New member joins on March 15, 2025, paying a membership fee of $40 per annum Revenue Recognition $ Revenue recognized Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026


8 | First Quarter 2025 Performance As we grow members, the differing recording of expenses and revenues creates a short-term negative impact on operating income. After a few quarters, the impact turns positive. First Quarter Second Quarter Third Quarter Fourth Quarter New Members Added Member Acquisition Expense Incremental Membership Fee Revenue Impact on OI ILLUSTRATIVE ONLY


9 | First Quarter 2025 Performance 4% 7% 9% 11% 18% 22% 16% 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025 Our GAAP operating margin is lower, simply because we have started to invest more. Our goal is to accelerate growth in members. Operating Margin (26%) (2%)


10 | First Quarter 2025 Performance The investments in member growth occur in all key markets. In Europe, this overshadows a great financial improvement in Germany where we saw strong revenue growth year-over-year. North America Operating Margin Europe Operating Margin 31% 27% 22% 29% 31% 26% 25% 33% 24% Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 8% 4% 13% 21% 8% 17% 3% 3% (4%)


11 | First Quarter 2025 Performance * GAAP operating profit + amortization of intangibles + stock option expenses + severance-related expenses = non-GAAP operating profit Total non-GAAP operating profit was $4.3 million or 19% of revenue. Non-GAAP Operating Profit* $ millions GAAP Operating Profit Adjustments Non-GAAP Operating Profit* 3.7 0.6 4.3 Q1 2025 5.6 0.4 6.0 Q1 2024


12 | First Quarter 2025 Performance Items excluded in the calculation of non-GAAP operating profit: $ millions Q1 2024 Q1 2025 Adjustments 0.4 0.6 Amortization of intangibles 0.3 — Stock option expense 0.1 0.4 Severance-related expenses — 0.2


13 | First Quarter 2025 Performance 16.9 17.7 12.2 Q1 2024 Q4 2024 Q1 2025 Cash flow from operations was $3.3 million. We repurchased 590,839 shares. Cash decreased to $12.2 million. Cash Balance at End of Quarter* $ millions * Includes cash, cash equivalents and restricted cash


14 | First Quarter 2025 Performance Revenue $ millions Operating Expenses and Cost of Revenues $ millions We continue to keep our fixed costs relatively low. But higher invest- ments in member growth are increasing total expenses. We expect these investments to accelerate revenue growth in coming quarters. 16.0 15.8 18.8 0.4 0.5 0.6 Q1 2024 Q4 2024 Q1 2025 16.3 19.4 16.4 22.0 20.7 23.1 Q1 2024 Q4 2024 Q1 2025 OPEX and cost of revenues Non-GAAP adjustments


15 | First Quarter 2025 Performance Travelzoo is loved by travel enthusiasts who are affluent, active and open to new experiences. * Sources: Travelzoo Travel Outlook 2024 member survey in the U.S.; survey tool Alchemer; 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 Travelzoo Reaches 30 Million Travelers Travelzoo U.S. Member Survey* October 2024 53% ages 45+ 47% ages 18-44** 56% female 44% male** 96% have a valid passport compared to 45% of U.S. population 59% have the budget to treat themselves and purchase non- essentials 91% say they are open to new destinations and travel ideas


16 | First Quarter 2025 Performance Part 1: First Quarter 2025 Performance Part 2: Management Focus Part 3: Travelzoo META


17 | First Quarter 2025 Performance Management focus • Grow the number of (paying) members and accelerate revenue growth by converting Legacy Members and adding new Club Members • Add new benefits to the paid membership • Retain, and grow, our profitable advertising business from the popular Top 20® product • Accelerate revenue growth which drives future profits in spite of temporarily lower EPS • Grow Jack’s Flight Club’s profitable subscription revenue • Develop Travelzoo META with discipline


18 | First Quarter 2025 Performance Part 1: First Quarter 2025 Performance Part 2: Management Focus Part 3: Travelzoo META


19 | First Quarter 2025 Performance


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