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 30, 2020
____________________________________________________
(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 (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 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 30, 2020, Travelzoo (the "Company") reported its second 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: | July 30, 2020 | By: | /s/ Lisa Su |
| Lisa Su<br><br>Chief Accounting Officer |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release, dated July 30, 2020. |
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>Almira Pusch<br><br>ir@travelzoo.com |
|---|
FOR IMMEDIATE RELEASE
Travelzoo Reports Second Quarter 2020 Results
NEW YORK, July 30, 2020 — Travelzoo® (NASDAQ: TZOO):
•Revenue of $7.0 million, down 73% from $26.6 million year-over-year
•Non-GAAP operating loss of $2.5 million (adjustment of GAAP operating loss by excluding $4.1 million in stock option compensation expense)
•GAAP Operating loss of $6.6 million
•Earnings per share (EPS) of ($0.48) attributable to Travelzoo from continuing operations
Travelzoo, a global Internet media company that publishes exclusive offers and experiences for members, today announced financial results for the second quarter ended June 30, 2020. Revenue was $7.0 million, down 73% from $26.6 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 operating loss for Q2 was $6.4 million attributable to Travelzoo from continuing operations. At the consolidated level, including minority interests, the operating loss from continuing operations was $6.8 million. The losses were primarily caused by an unusually high stock option compensation expense of
$4.1 million related to repricing of outstanding options, offset by a $1.1 million gain from the reduction of the purchase price for Jack's Flight Club®. EPS from continuing operations was ($0.48), down from
$0.25 in the prior-year period.
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“After adjusting our cost structure quickly in Q2, we have turned our view to the future to regain profitability as soon as Q3. We are already seeing irresistibly priced travel deals coming to the market, which were unheard of previously. Airlines, hotels, destinations and entertainment companies want travelers to come back and will need to invest in advertising. Travelzoo, as the most trusted media company in publishing and recommending travel deals, will tell its members about the very best deals", said Holger Bartel, Global CEO.
Cash Position
As of June 30, 2020, cash, cash equivalents and restricted cash were $27.0 million. In April 2020 and May 2020, Travelzoo received low-interest government loans under the Paycheck Protection Program of $3.1 million and $535,000, respectively. No further applications for loans have been made since then and the company does not anticipate requiring any further loans.
North America
North America business segment revenue decreased 77% year-over-year to $4.2 million. GAAP operating loss for the second quarter was $4.7 million, or (112%) of revenue, compared to an operating profit of $3.6 million, or 20% of revenue in the prior-year period.
Europe
Europe business segment revenue decreased 79% year-over-year to $1.9 million. In constant currencies, revenue decreased 76% year-over-year. Operating loss for the second quarter was $1.7 million, or (91%) of revenue, compared to an operating profit of $584,000, or 5% of revenue in the prior- year period.
Jack’s Flight Club
On January 13, 2020, Travelzoo acquired 60% of Jack’s Flight Club, a subscription service. In Q2 2020, the Jack's Flight Club business segment generated $1.2 million in revenue from subscriptions with operating profit of $914,000. After consolidation with Travelzoo, Jack’s Flight Club's operating loss was $615,000, with $369,000 attributable to Travelzoo as a result of recording $462,000 for a one-time expense due to the revision of the purchase agreement with the sellers, $395,000 of amortization of intangible assets related to the acquisition and a haircut of revenue (derived from deferred revenue sold prior to acquisition) of $305,000 due to purchase accounting in accordance with U.S. GAAP.
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Members and Subscribers
As of June 30, 2020, we had 31.0 million members worldwide. In Europe, the unduplicated number of Travelzoo members was 9.0 million as of June 30, 2020, consistent with June 30, 2019. In North America, the unduplicated number of Travelzoo members was 16.8 million as of June 30, 2020, down 5% from June 30, 2019. Jack’s Flight Club had 1.7 million subscribers as of June 30, 2020, up 19% from June 30, 2019. On June 16, 2020, Travelzoo disclosed that it 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 licensing agreement. Under the licensing agreement, Travelzoo’s existing members in Japan will continue to be owned by Travelzoo as the licensor.
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 $1.3 million, compared to an income tax expense of $1.1 million in the prior-year period.
Outlook
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 expect to achieve a break-even or small profit in terms of non-GAAP operating income for Q3 and a non-GAAP operating profit for Q4 2020.
Conference Call
Travelzoo will host a conference call to discuss second 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.
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
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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.
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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, | |||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Revenues | $ | 7,004 | $ | 26,606 | $ | 27,331 | $ | 55,766 |
| Cost of revenues | 2,141 | 2,672 | 4,844 | 5,537 | ||||
| Gross profit | 4,863 | 23,934 | 22,487 | 50,229 | ||||
| Operating expenses: | ||||||||
| Sales and marketing | 4,288 | 13,104 | 17,382 | 26,638 | ||||
| Product development | 566 | 1,763 | 1,994 | 3,422 | ||||
| General and administrative | 6,642 | 4,914 | 12,164 | 9,446 | ||||
| Impairment of intangible assets and goodwill | — | — | 2,920 | — | ||||
| Total operating expenses | 11,496 | 19,781 | 34,460 | 39,506 | ||||
| Operating income (loss) | (6,633) | 4,153 | (11,973) | 10,723 | ||||
| Other income (loss), net | (179) | (29) | (185) | 16 | ||||
| Income (loss) from continuing operations before income taxes | (6,812) | 4,124 | (12,158) | 10,739 | ||||
| Income tax expense (benefit) | (1,309) | 1,066 | (1,826) | 2,736 | ||||
| Income (loss) from continuing operations | (5,503) | 3,058 | (10,332) | 8,003 | ||||
| Loss from discontinued operations, net of tax | (795) | (1,730) | (3,714) | (3,555) | ||||
| Net income (loss) | (6,298) | 1,328 | (14,046) | 4,448 | ||||
| Net loss attributable to non-controlling interest | (108) | — | (1,247) | — | ||||
| Net income (loss) attributable to Travelzoo | $ | (6,190) | $ | 1,328 | $ | (12,799) | $ | 4,448 |
| Net income (loss) attributable to Travelzoo—continuing operations | $ | (5,395) | $ | 3,058 | $ | (9,085) | $ | 8,003 |
| Net income (loss) attributable to Travelzoo—discontinued operations | $ | (795) | $ | (1,730) | $ | (3,714) | $ | (3,555) |
| Income (loss) per share—basic | ||||||||
| Continuing operations | $ | (0.48) | $ | 0.25 | $ | (0.80) | $ | 0.67 |
| Discontinued operations | $ | (0.07) | $ | (0.14) | $ | (0.33) | $ | (0.30) |
| Net income (loss) per share —basic | $ | (0.55) | $ | 0.11 | $ | (1.13) | $ | 0.37 |
| Income (loss) per share—diluted | ||||||||
| Continuing operations | $ | (0.48) | $ | 0.25 | $ | (0.80) | $ | 0.66 |
| Discontinued operations | $ | (0.07) | $ | (0.14) | $ | (0.33) | $ | (0.30) |
| Net income (loss) per share—diluted | $ | (0.55) | $ | 0.11 | $ | (1.13) | $ | 0.36 |
| Shares used in per share calculation from continuing operations—basic | 11,310 | 12,003 | 11,375 | 11,959 | ||||
| Shares used in per share calculation from discontinued operations—basic | 11,310 | 12,003 | 11,375 | 11,959 | ||||
| Shares used in per share calculation from continuing operations—diluted | 11,310 | 12,278 | 11,375 | 12,251 | ||||
| Shares used in per share calculation from discontinued operations—diluted | 11,310 | 12,003 | 11,375 | 11,959 |
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Travelzoo
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| June 30,<br>2020 | December 31,<br>2019 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 25,563 | $ | 18,743 |
| Accounts receivable, net | 4,031 | 11,209 | ||
| Prepaid income taxes | — | 989 | ||
| Deposits | 112 | 105 | ||
| Prepaid expenses and other | 1,173 | 2,288 | ||
| Assets from discontinued operations | 590 | 3,961 | ||
| Total current assets | 31,469 | 37,295 | ||
| Deposits and other | 829 | 572 | ||
| Deferred tax assets | 4,341 | 2,051 | ||
| Restricted cash | 1,138 | 1,135 | ||
| Investments in WeekenGO and other | 2,152 | 2,484 | ||
| Operating lease right-of-use assets | 9,929 | 8,140 | ||
| Property and equipment, net | 1,689 | 2,861 | ||
| Intangible assets, net | 5,200 | — | ||
| Goodwill | 10,944 | — | ||
| Total assets | $ | 67,691 | $ | 54,538 |
| Liabilities and Stockholders’ Equity (Deficit) | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 29,674 | $ | 19,349 |
| Accrued expenses and other | 5,436 | 6,281 | ||
| Deferred revenue | 2,779 | 786 | ||
| Operating lease liabilities | 4,440 | 4,847 | ||
| Promissory notes payable | 1,700 | — | ||
| Income tax payable | 773 | 914 | ||
| Liabilities from discontinued operations | 1,456 | 3,135 | ||
| Total current liabilities | 46,258 | 35,312 | ||
| Notes payable | 3,663 | — | ||
| Deferred tax liabilities | 1,044 | — | ||
| Long-term operating lease liabilities | 12,062 | 7,920 | ||
| Other long-term liabilities | 457 | 443 | ||
| Total liabilities | 63,484 | 43,675 | ||
| Non-controlling interest | 4,508 | — | ||
| Common stock | 113 | 115 | ||
| Additional paid-in capital | 4,031 | — | ||
| Retained earnings | 221 | 14,200 | ||
| Accumulated other comprehensive loss | (4,666) | (3,452) | ||
| Total stockholders’ equity (deficit) | (301) | 10,863 | ||
| Total liabilities and stockholders’ equity (deficit) | $ | 67,691 | $ | 54,538 |
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Travelzoo
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three months ended | Six months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (6,298) | $ | 1,328 | $ | (14,046) | $ | 4,448 |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 667 | 333 | 1,218 | 663 | ||||
| Stock-based compensation | 4,122 | 319 | 4,145 | 482 | ||||
| Deferred income tax | (1,152) | 4 | (1,761) | 345 | ||||
| Impairment of intangible assets and goodwill | — | — | 2,920 | — | ||||
| Loss on long-lived assets | — | — | 437 | — | ||||
| Loss on equity investment in WeekenGO | 141 | 238 | 336 | 397 | ||||
| Gain on notes payable settlement | (1,500) | — | (1,500) | — | ||||
| Net foreign currency effects | 225 | (5) | (456) | (26) | ||||
| Provision of loss on accounts receivable and other | 986 | (51) | 2,427 | 26 | ||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||
| Accounts receivable | 3,674 | 201 | 6,183 | (2,779) | ||||
| Income tax receivable | — | (817) | 989 | (428) | ||||
| Prepaid expenses and other | 558 | (186) | 1,420 | 239 | ||||
| Accounts payable | 16,702 | (1,687) | 10,309 | (2,788) | ||||
| Accrued expenses and other | (2,084) | (442) | (1,380) | 1291 | ||||
| Deferred revenue | 360 | 146 | 1,249 | — | ||||
| Income tax payable | 266 | (1,084) | (67) | (96) | ||||
| Other liabilities | (97) | (103) | 1,091 | (174) | ||||
| Net cash provided by (used in) operating activities | 16,570 | (1,806) | 13,514 | 1,600 | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of business, net of cash acquired | — | (673) | (679) | (673) | ||||
| Other investment | (430) | — | (430) | — | ||||
| Purchases of property and equipment | (72) | (70) | (203) | (201) | ||||
| Net cash used in investing activities | (502) | (743) | (1,312) | (874) | ||||
| Cash flows from financing activities: | ||||||||
| Repurchase of common stock | — | (4,869) | (1,205) | (6,460) | ||||
| Payment of promissory notes | (6,800) | — | (7,800) | 0 | ||||
| Proceeds from notes payable | 3,663 | — | 3,663 | — | ||||
| Proceeds from exercise of stock options, net of taxes paid for net share settlement of equity awards | — | 1,738 | — | 1,712 | ||||
| Net cash used in financing activities | (3,137) | (3,131) | (5,342) | (4,748) | ||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | (330) | (147) | (602) | 5 | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 12,601 | (5,827) | 6,258 | (4,017) |
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| Cash, cash equivalents and restricted cash at beginning of period | 14,367 | 21,271 | 20,710 | 19,461 | ||||
|---|---|---|---|---|---|---|---|---|
| Cash, cash equivalents and restricted cash at end of period | $ | 26,968 | $ | 15,444 | $ | 26,968 | $ | 15,444 |
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid (refunded) for income taxes, net | $ | (60) | $ | 2,919 | $ | 482 | $ | 2,859 |
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Travelzoo
Segment Information
(Unaudited)
(In thousands)
| Three months ended June 30, 2020 | North<br>America | Europe | Jack's Flight Club | Elimination | Consolidated | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from unaffiliated customers | $ | 4,254 | $ | 1,805 | $ | 945 | $ | — | $ | 7,004 |
| Intersegment revenue | (52) | 52 | — | — | — | |||||
| Total net revenues | 4,202 | 1,857 | 945 | — | 7,004 | |||||
| Operating loss | $ | (4,702) | $ | (1,683) | $ | (248) | $ | — | $ | (6,633) |
| Three months ended June 30, 2019 | North<br>America | Europe | Jack's Flight Club | Elimination | Consolidated | |||||
| Revenue from unaffiliated customers | $ | 17,494 | $ | 9,133 | $ | — | $ | (21) | $ | 26,606 |
| Intersegment revenue | 430 | (451) | — | 21 | — | |||||
| Total net revenues | 17,924 | 8,682 | — | 26,606 | ||||||
| Operating income (loss) | $ | 3,590 | $ | 584 | $ | — | $ | (21) | $ | 4,153 |
| Six months ended June 30, 2020 | North<br>America | Europe | Jack's Flight Club | Elimination | Consolidated | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue from unaffiliated customers | $ | 16,803 | $ | 8,908 | $ | 1,628 | $ | (8) | $ | 27,331 |
| Intersegment revenue | 96 | (104) | — | 8 | — | |||||
| Total net revenues | 16,899 | 8,804 | 1,628 | — | 27,331 | |||||
| Operating loss | $ | (5,678) | $ | (3,024) | $ | (3,263) | $ | (8) | $ | (11,973) |
| Six months ended June 30, 2019 | North<br>America | Europe | Jack's Flight Club | Elimination | Consolidated | |||||
| Revenue from unaffiliated customers | $ | 35,630 | $ | 20,187 | $ | — | $ | (51) | $ | 55,766 |
| Intersegment revenue | 881 | (932) | — | 51 | — | |||||
| Total net revenues | 36,511 | 19,255 | — | 0 | 55,766 | |||||
| Operating income (loss) | $ | 8,053 | $ | 2,721 | $ | — | $ | (51) | $ | 10,723 |
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