tzoo-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

Form 10-Q

______________________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No.: 000-50171

_______________________________________________________________________________

Travelzoo

(Exact name of registrant as specified in its charter)

________________________________________________________________________________


Delaware			36-4415727
(State or other jurisdiction of incorporation or organization)			(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: +1 (212) 516-1300

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	☒	Smaller reporting company	☒
		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 revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares of Travelzoo common stock outstanding as of August 7, 2025 was 10,980,939.

TRAVELZOO

Table of Contents


PART I—FINANCIAL INFORMATION			Page

Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets as of June 3 0 , 2025 and December 31, 2024			4
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2025 and 2024			5
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 3 0 , 2025 and 2024			6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2025 and 2024			7
Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the Three and Six Months Ended June 3 0 , 2025 and 2024			8
Notes to Condensed Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			34
Item 4. Controls and Procedures			34

PART II—OTHER INFORMATION

Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
Signature			37

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TRAVELZOO

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	10,441	$	17,064
Accounts receivable, less allowance for doubtful accounts of $1,691 and $1,612 as of June 30, 2025 and December 31, 2024, respectively	11,500		12,825
Prepaid income taxes	503		736
Income taxes receivable	324		—
Prepaid expenses and other	1,392		1,148
Total current assets	24,160		31,773
Deposits and other	304		374
Deferred tax assets	3,591		3,380
Restricted cash	757		675
Operating lease right-of-use assets	5,204		5,655
Property and equipment, net	320		423
Intangible assets, net	1,455		1,498
Goodwill	10,944		10,944
Total assets	$	46,735	$	54,722
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,130	$	6,162
Merchant payables	12,419		16,294
Accrued expenses and other	5,596		3,404
Deferred revenue	8,459		6,545
Income tax payable	—		1,619
Operating lease liabilities	2,564		2,472

Total current liabilities	35,168		36,496
Long-term tax liabilities	8,792		7,851
Long-term operating lease liabilities	4,856		5,646
Other long-term liabilities	—		376
Total liabilities	48,816		50,369

Stockholders’ equity (deficit):
Preferred stock, $0.01 par value per share ( 5,000 shares authorized; none issued) Common stock, $0.01 par value (20,000 shares authorized; 11,081 shares issued and outstanding as of June 30, 2025, 11,836 shares issued and outstanding as of December 31, 2024)	111		118
Additional paid in capital	—		—
Tax indemnification	(9,537)		(9,537)

Retained earnings	7,934		14,284
Accumulated other comprehensive loss	(5,576)		(5,327)
Total Travelzoo stockholders’ equity (deficit)	(7,068)		(462)
Non-controlling interest	4,987		4,815
Total stockholders’ equity (deficit)	(2,081)		4,353
Total liabilities and stockholders’ equity (deficit)	$	46,735	$	54,722

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Revenues	$	23,906	$	21,141	$	47,046	$	43,126
Cost of revenues	5,163		2,520		9,335		5,160
Gross profit	18,743		18,621		37,711		37,966
Operating expenses:
Sales and marketing	11,483		9,386		21,708		17,984
Product development	698		603		1,332		1,169
General and administrative	4,502		4,621		8,807		9,211
Total operating expenses	16,683		14,610		31,847		28,364
Operating income	2,060		4,011		5,864		9,602
Other income, net	161		176		790		315
Income before income taxes	2,221		4,187		6,654		9,917
Income tax expense	740		1,267		1,912		2,772


Net income	1,481		2,920		4,742		7,145
Net income (loss) attributable to non-controlling interest	79		(7)		172		(18)
Net income attributable to Travelzoo	$	1,402	$	2,927	$	4,570	$	7,163







Net income per share —basic	$	0.13	$	0.23	$	0.39	$	0.54




Net Income per share—diluted	$	0.12	$	0.23	$	0.38	$	0.54

Shares used in per share calculation—basic	11,139		12,895		11,617		13,191


Shares used in per share calculation—diluted	11,505		12,976		12,088		13,300

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income	$	1,481	$	2,920	$	4,742	$	7,145
Other comprehensive income (loss):
Foreign currency translation adjustment	(129)		(90)		(249)		(344)
Total comprehensive income	$	1,352	$	2,830	$	4,493	$	6,801

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


			Six Months Ended
			June 30,

SEC Form 10-Q filed by Travelzoo