TRAVELZOO The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations, assumptions, estimates and projections aboutTravelzoo and our industry. These forward-looking statements are subject to the many risks and uncertainties that exist in our operations and business environment that may cause actual results, performance or achievements ofTravelzoo to be different from those expected or anticipated in the forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as "may", "will", "should", "estimates", "predicts", "potential", "continue", "strategy", "believes", "anticipates", "plans", "expects", "intends", and similar expressions are intended to identify forward-looking statements.Travelzoo's actual results and the timing of certain events could differ significantly from those anticipated in such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this report in the section entitled "Risk Factors" and the risks discussed in our otherSEC filings. The forward-looking statements included in this report reflect the beliefs of our management on the date of this report.Travelzoo undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other circumstances occur in the future. Overview Travelzoo® is a global Internet media company. We provide 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 giveTravelzoo members access to irresistible deals.Travelzoo (the "Company" or "we") attracts a high-quality audience of travel enthusiasts across multiple digital platforms, including email, web, social media and mobile applications. Our insider deals and email newsletters are published byTravelzoo and its licensees worldwide. Our publications and products include theTravelzoo website (travelzoo.com),, theTravelzoo iPhone and Android apps, the Travelzoo Top 20® email newsletter, the Newsflash email alert service, and the Travelzoo Network. OurTravelzoo website includes Local Deals and Getaways listings that allow our members to purchase vouchers for deals from local businesses such as spas, hotels and restaurants. InJanuary 2022 , the Company's German branch ofTravelzoo (Europe) Limited received the payment for approximately$1.2 million from German federal government for companies suffered Corona-related slump. The Company recorded$1.2 million gain in Other income, net in the first quarter of 2022. The Company also received other government fundings for the three months endedJune 30, 2022 and 2021. Job retention related funding fromCanada was approximately$85,000 and$149,000 for the three months endedJune 30, 2022 and 2021, respectively, and was approximately$153,000 and$317,000 for the six months endedJune 30, 2022 and 2021, respectively. Job retention related funding from European locations was$10,000 and$31,000 for the three and six months endedJune 30, 2021 , respectively. These fundings were recorded against salary and related expenses. The Company did not receive any job retention related funding from European locations for the three and six months endedJune 30, 2022 . The Company sold all of its shares in WeGo to trivago for a total purchase price of approximately$2.9 million , of which$196,000 was placed in escrow for one year. The Company received the full escrow payment inJanuary 2022 and recorded the gain in Other income (loss), net for the first quarter of 2022. Historically, the Company managed its business geographically and operated in three reportable segments includingAsia Pacific ,Europe andNorth America . In the first quarter of 2020, the Company classified the results of itsAsia Pacific segment as discontinued operations in its consolidated financial statements for current and prior periods presented. OnJanuary 13, 2020 ,Travelzoo entered into a Sales Purchase Agreement with the Sellers ofJack's Flight Club to purchase 60% of the Shares. Upon the acquisition, the Company's chief operating decision maker reviewed and evaluatedJack's Flight Club as a separate segment.Travelzoo currently has three reportable operating segments:Travelzoo North America ,Travelzoo Europe andJack's Flight Club .Travelzoo North America consists of the Company's operations inCanada and theU.S. Travelzoo Europe consists of the Company's operations inFrance ,Germany ,Spain , and theUK . When evaluating the financial condition and operating performance of the Company, management focuses on financial and non-financial indicators such as growth in the number of members to the Company's newsletters, operating margin, growth in revenues in the absolute and relative to the growth in reach of the Company's publications measured as revenue per member and revenue per employee as a measure of productivity. 29
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How We Generate Revenues
Revenues from the Travelzoo brand and business are generated primarily from advertising fees from two categories of revenue: Travel and Local.
The "Travel" category consists of advertising or publishing revenues, primarily (a) listing fees paid by travel companies for the publishing of their offers onTravelzoo's media properties and (b) commission from the sale of Getaways vouchers. Listing fees are based on audience reach, placement, number of listings, number of impressions, number of clicks, and actual sales. For publishing revenue, we recognize revenue upon delivery of the emails and delivery of the clicks, over the period of the placement of the advertising. Insertion orders for publishing revenue are typically for periods between one month and twelve months and are not automatically renewed. For Getaways vouchers, we recognize a percentage of the face value of the vouchers upon the sale of the vouchers. Merchant agreements for Getaways advertisers are typically for periods between twelve months and twenty-four months and are not automatically renewed. Since the second quarter of 2020, the Company expanded its vouchers refund policy in order to entice customers given the current economic climate to fully refundable until the voucher expires or is redeemed by the customer. The Company now offers full refunds for vouchers that have not been redeemed or expired. The expiration dates of vouchers range betweenJuly 2022 throughDecember 2025 with the majority of vouchers expiring in 2022 and the remaining primarily expiring in 2023; provided, that these expiration dates may sometimes be extended on a case-by-case basis. The revenues generated from Local Deals vouchers and entertainment offers are based upon a percentage of the face value of the vouchers, commission on actual sales or a listing fee based on audience reach. For Local Deals vouchers, we recognize a percentage of the face value of vouchers upon the sale of the vouchers. The Company estimated the refund reserve by using historical and current refund rates by product and by merchant location to calculate the estimated future refunds. As ofJune 30, 2022 , the Company had approximately$12.0 million of unredeemed vouchers that had been sold throughJune 30, 2022 representing the Company's commission earned from the sale. The Company had estimated a refund liability of$2.9 million for these unredeemed vouchers as ofJune 30, 2022 which is recorded as a reduction of revenues and is reflected as a current liability in Accrued expenses and other on the consolidated balance sheet. The Company has recorded Merchant Payables of$47.9 million as ofJune 30, 2022 related to unredeemed vouchers. Certain merchant contracts allow the Company to retain the proceeds from unredeemed vouchers. With these contracts, the Company estimates the value of vouchers that will ultimately not be redeemed and records the estimate as revenues in the same period. The "Local" category consists of publishing revenue for negotiated high-quality deals from local businesses, such as restaurants, spas, shows, and other activities and includes Local Deals vouchers and entertainment offers (vouchers and direct bookings). The revenues generated from these products are based upon a percentage of the face value of the vouchers, commission on actual sales or a listing fee based on audience reach. We recognize revenue upon the sale of the vouchers, upon notification of the amount of direct bookings or upon delivery of the emails. For Local Deals vouchers, we recognize a percentage of the face value of vouchers upon the sale of the vouchers. Insertion orders and merchant agreements for Local are typically for periods between one month and twelve months and are not automatically renewed. Certain merchant contracts in foreign locations allow us to retain fees related to vouchers sold that are not redeemed by purchasers upon expiration, which we recognize as revenue based upon estimates at the time of sale.
30
--------------------------------------------------------------------------------Trends in Our Business
Our ability to generate revenues in the future depends on numerous factors such
as our ability to sell more advertising to existing and new advertisers, our
ability to increase our audience reach and advertising rates, our ability to
have sufficient supply of hotels offered at competitive rates, our ability to
develop and launch new products and our ability to continue to service our
members without interruption. Our ability to generate revenues is also dependent
on trends impacting the travel industry and online advertising businesses more
broadly.
Our current revenue model primarily depends on advertising fees paid primarily
by travel, entertainment and local businesses. A number of factors can influence
whether current and new advertisers decide to advertise their offers with us. We
have been impacted and expect to continue to be impacted by external factors
such as the shift from offline to online advertising, the relative condition of
the economy, competition and the introduction of new methods of advertising, and
the decline in consumer demand for vouchers and travel more generally. A number
of factors will have impact on our revenue, such as the reduction in spending by
travel intermediaries due to their focus on improving profitability, the trend
towards mobile usage by consumers, the willingness of consumers to purchase the
deals we advertise, and the willingness of certain competitors to grow their
business unprofitably. In addition, we have been impacted and expect to continue
to be impacted by internal factors such as introduction of new technologies and
advertising products, hiring and relying on key employees for the continued
maintenance and growth of our business and ensuring our advertising products
continue to attract the audience that advertisers desire. We also have been
impacted and expect to continue to be impacted by external factors, such as the
global pandemic, which decrease the demand for travel and entertainment and
increasing cybersecurity risks due to increased dependence on digital
technologies. We also could be indirectly impacted by climate change and related
legislation to the extent such legislation impacts the businesses of our
advertisers such as airlines and cruise ship operators, which have come under
increasing scrutiny for their carbon footprints.
Additionally, existing advertisers may shift from one advertising service
(e.g. Top 20) to another (e.g. Local Deals and Getaways). These shifts between
advertising services by advertisers could result in no incremental revenue or
less revenue than in previous periods depending on the amount purchased by the
advertisers, and in particular with Local Deals and Getaways, depending on how
many vouchers are purchased by members.
Local revenues have been and may continue to decline over time due to market
conditions driven by competition and declines in consumer demand. In the last
several years, we have seen a decline in the number of vouchers sold and a
decrease in the average take rate earned by us from the merchants for voucher
sold. However, due to the global pandemic and the increase in demand by
consumers for fully refundable travel options, we have now begun to see a slight
reversal of this trend and an increase in the sale of Getaways hotel vouchers.
Demand for restaurants and spas continues to be low due to the global pandemic.
Our ability to continue to generate advertising revenue depends heavily upon our
ability to maintain and grow an attractive audience for our publications. We
monitor our members to assess our efforts to maintain and grow our audience
reach. We obtain additional members and activity on our websites by acquiring
traffic from Internet search companies. The costs to grow our audience have had,
and we expect will continue to have, a significant impact on our financial
results and can vary from period to period. We may have to increase our
expenditures on acquiring traffic to continue to grow or maintain our reach of
our publications due to competition. We continue to see a shift in the audience
to accessing our services through mobile devices and social media. When funds
are available for marketing spend, we are addressing this growing channel of our
audience through increased marketing on social media channels. However, we will
need to keep pace with technological change and this trend to further address
this shift in the audience behavior in order to offset any related declines in
revenue.
We believe that we can increase our advertising rates only if the reach of our
publications increases. We do not know if we will be able to increase the reach
of our publications. If we are able to increase the reach of our publications,
we still may not be able to or want to increase rates given market conditions
such as intense competition in our industry. We have not had any significant
rate increase in recent years due to intense competition in our industry. Even
if we increase our rates, the increased price may reduce the number of
advertisers willing to advertise with us and, therefore, decrease our revenue.
We may need to decrease our rates based on competitive market conditions and the
performance of our audience in order to maintain or grow our revenue.
We do not know what our cost of revenues as a percentage of revenues will be in
future periods. Our cost of revenues may increase if the face value of vouchers
that we sell for Local Deals and Getaways increases or the total number of
vouchers sold increases because we have credit card fees based upon face value
of vouchers sold, due to customer service costs related to vouchers sold and due
to refunds to members on vouchers sold. We expect fluctuations in cost of
revenues as a percentage of revenues from quarter to quarter. Some of the
fluctuations may be significant and may have a material impact on our results of
operations.
31-------------------------------------------------------------------------------- We do not know what our sales and marketing expenses as a percentage of revenue will be in future periods. Increased competition in our industry may require us to increase advertising for our brand and for our products. In order to increase the reach of our publications, we have to acquire a significant number of new members in every quarter and continue to promote our brand. One significant factor that impacts our advertising expenses is the average cost per acquisition of a new member. Increases in the average cost of acquiring new members may result in an increase of sales and marketing expenses as a percentage of revenue. We believe that the average cost per acquisition depends mainly on the advertising rates which we pay for media buys, our ability to manage our member acquisition efforts successfully, the regions we choose to acquire new members and the relative costs for that region, and the degree of competition in our industry. We may decide to accelerate our member acquisition, including through merger and acquisition activity, for various strategic and tactical reasons and, as a result, increase our marketing and other expenses. We expect the average cost per acquisition to increase with our increased expectations for the quality of the members we acquire. We may see an unique opportunity for a brand marketing campaign that will result in an increase of marketing expenses. In addition, there may be a significant number of members that cancel or we may cancel their subscription for various reasons, which may drive us to spend more on member acquisition in order to replace the lost members. We expect fluctuations in sales and marketing expenses as a percentage of revenue from year to year and from quarter to quarter. Some of the fluctuations may be significant and have a material impact on our results of operations. We expect increased marketing expense to spur continued growth in members and revenue in future periods; however, we cannot be assured of this due to the many factors that impact our growth in members and revenue. We expect to adjust the level of such incremental spending during any given quarter based upon market conditions, as well as our performance in each quarter. We do not know what our product development expenses as a percentage of revenue will be in future periods. There may be fluctuations that have a material impact on our results of operations. Product development changes may lead to reductions of revenue based on changes in presentation of our offerings to our audience. We expect our efforts on developing our product and services will continue to be a focus in the future, which may lead to increased product development expenses. This increase in expense may be the result of an increase in costs related to third party technology service providers and software licenses, headcount, the compensation related to existing headcount and the increased use of professional services.
We do not know what our general and administrative expenses as a percentage of revenue will be in future periods. There may be fluctuations that have a material impact on our results of operations.
We do not know what our income taxes will be in future periods. There may be fluctuations that have a material impact on our results of operations. Our income taxes are dependent on numerous factors such as the geographic mix of our taxable income, foreign, federal, state and local tax law and regulations and changes thereto. Our income taxes are also dependent on the determination of whether valuation allowances for certain tax assets are required or not, audits of prior years' tax returns that result in adjustments, resolution of uncertain tax positions and different treatments for certain items for tax versus books. We expect fluctuations in our income taxes from year to year and from quarter to quarter. Some of the fluctuations may be significant and have a material impact on our results of operations. With the impact to revenues caused by the global pandemic, spending by the Company in many areas within the business has been slowed or stopped, including but not limited to, marketing, technology and human resources. For example, in 2020, the Company ceased operations inAsia Pacific , conducted employee furloughs and restructured its employees significantly. The Company also renegotiated many of its outstanding contractual obligations with vendors and closed some ancillary office locations in order to reduce capital expenditures. We do not anticipate that any additional cost-cutting measures will be necessary at this time, but the Board and management of the Company are continually evaluating. While the Company has already implemented a policy governing employees returning to the office voluntarily (in jurisdictions where they are permitted to do so), which includes health, safety and cleaning protocols, the Board and management are continually evaluating the best timeframe for employees' official return to the offices, including implementing a phased return and ongoing remote working arrangements, and will determine when an official return will be safe for employees based on government regulations and guidance in the applicable jurisdictions. The key elements of our growth strategy include building a travel and lifestyle brand with a large, high-quality user base and offering our users products that keep pace with consumer preference and technology, such as the trend toward mobile usage by consumers and toward fully refundable travel deals given the uncertainty of the global pandemic. We expect to continue our efforts to grow; however, we may not grow or we may experience slower growth. We believe that we can sell more advertising if the market for online advertising continues to grow and if we can maintain or increase our market share. We believe that the market for advertising continues to shift from offline to online. We do not know if we will be able to maintain or increase our market share. We do not know if we will be able to increase the number of our advertisers in the future. We do not know if we will have market acceptance of our new products or whether the market will continue to accept our existing products. 32 --------------------------------------------------------------------------------
Results of Operations
The following table sets forth, as a percentage of total revenues, the results from our operations for the periods indicated.
Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
Revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues 12.2 13.2 13.8 16.6
Gross profit 87.8 86.8 86.2 83.4
Operating expenses:
Sales and marketing 47.9 38.5 47.2 42.4
Product development 2.6 3.6 2.5 4.1
General and administrative 27.2 26.5 26.3 28.8
Total operating expenses 77.7 68.6 76.0 75.3
Operating income 10.1 18.2 10.2 8.1
Other income, net 1.1 3.6 4.5 1.5
Income from continuing operations before income taxes 11.2 21.8 14.7 9.6
Income tax expense 5.2 6.0 5.2 5.6
Income from continuing operations 6.0 15.8 9.5 4.0
Income from discontinued operations, net of taxes - 0.2 - -
Net income 6.0 16.0 9.5 4.0
Net income attributable to non-controlling interest 0.2 0.2 0.1 -
Net income attributable to Travelzoo 5.8 % 15.8 % 9.4 % 4.0 %
33
--------------------------------------------------------------------------------Operating Metrics
The following table sets forth, as a percentage of total revenues, the results from our operations for the periods indicated.
Three Months Ended
June 30,
2022 2021
North America
Total members (1) 16,541,000 17,727,000
Average cost per acquisition of a new member $ 2.82 $ 4.64
Revenue per member (2) $ 2.85 $ 2.92
Revenue per employee (3) $ 408,000 $ 397,000
Mobile application downloads 4,014,000 2,818,000
Social media followers 3,255,000 3,251,000
Europe
Total members (1) 9,083,000 8,515,000
Average cost per acquisition of a new member $ 4.20 $ 1.63
Revenue per member (2) $ 2.45 $ 1.79
Revenue per employee (3) $ 213,000 $ 159,000
Mobile application downloads 2,261,000 2,163,000
Social media followers 898,000 898,000
Jack's Flight Club
Total members 1,798,000 1,643,000
Consolidated
Total members (1) 27,422,000 27,885,000
Average cost per acquisition of a new member $ 3.52 $ 3.96
Revenue per member (2) $ 2.41 $ 2.09
Revenue per employee (3) $ 320,000 $ 298,000
Mobile application downloads 7,181,000 6,831,000
Social media followers 4,153,000 4,149,000
(1)Members represent individuals who are signed up to receive one or more of our free email publications that present our travel, entertainment and local deals.
(2)Annualized revenue divided by number of members at the beginning of the year.
(3)Annualized revenue divided by number of employees at the end of the quarter.
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--------------------------------------------------------------------------------Revenues
The following table sets forth the breakdown of revenues (in thousands) by category and segment. Travel revenue includes travel publications (Top 20,Travelzoo website, Newsflash, Travelzoo Network), Getaways vouchers, and hotel platform and vacation packages. Local revenue includes Local Deals vouchers and entertainment offers (vouchers and direct bookings). Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021Travelzoo North America Travel$ 11,449 $ 13,073 $ 22,499 $ 22,063 Local 934 912 1,580 1,741Total Travelzoo North America revenues 12,383 13,985 24,079 23,804 Travelzoo Europe Travel 4,072 3,723 9,696 7,024 Local 282 511 592 788 Total Travelzoo Europe revenues 4,354 4,234 10,288 7,812 Jack's Flight Club 952 860 1,775 1,747 Consolidated Travelzoo Travel 15,521 16,796 32,195 29,087 Travelzoo Local 1,216 1,423 2,172 2,529 Jack's Flight Club 952 860 1,775 1,747 Total revenues$ 17,689 $ 19,079 $ 36,142 $ 33,363 Travelzoo North America North America revenues decreased$1.6 million for the three months endedJune 30, 2022 from the three months endedJune 30, 2021 . This decrease was primarily due to$1.6 million decrease in Travel revenues offset partially by$22,000 increase in Local revenues. The decrease in Travel revenue of$1.6 million was primarily due to$3.5 million decrease in Getaways revenue due to decrease in number of vouchers sold, offset partially by$2.1 million increase as a result of higher revenues from Top 20 and Newsflash. The increase in Local revenues of$22,000 was primarily due to the increase in number of Local Deals vouchers sold.North America revenues increased$275,000 for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 . This increase was primarily due to$436,000 increase in Travel revenues offset by$161,000 decrease in Local revenues. The increase in Travel revenue of$436,000 was primarily due to$6.8 million increase as a result of higher revenues from Top 20 and Newsflash, offset partially by$6.6 million decrease in Getaways revenue due to decrease in number of vouchers sold. The decrease in Local revenues of$161,000 was primarily due to the decrease in number of Local Deals vouchers sold.
Europe revenues increased$120,000 for the three months endedJune 30, 2022 from the three months endedJune 30, 2021 . The increase was primarily due to$842,000 increase in Travel revenues, offset partially by$199,000 decrease in Local revenue and$523,000 negative impact from foreign currency movements relative to theU.S. dollar. The increase in Travel revenue of$842,000 was primarily due to$1.4 million increase as a result of higher revenues from Top 20 and Newsflash and$234,000 increase in hotel commission, offset partially by$1.2 million decrease in Getaways revenue due to decrease in number of vouchers sold. The decrease in Local revenues of$199,000 was primarily due to the decrease in number of Local Deals vouchers sold.Europe revenues increased$2.5 million for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 . The increase was primarily due to$3.5 million increase in Travel revenues, offset partially by$156,000 decrease in Local revenues and$836,000 negative impact from foreign currency movements relative to theU.S. dollar. The increase in Travel revenue of$3.5 million was primarily due to$2.8 million increase as a result of higher revenues from Top 20 and Newsflash and$501,000 increase in hotel commission, offset partially by$1.3 million decrease in Getaways revenue due to decrease in number of vouchers sold. The decrease in Local revenues of$196,000 was primarily due to the decrease in number of Local Deals vouchers sold. 35 --------------------------------------------------------------------------------
Travelzoo acquired 60% of the Shares ofJack's Flight Club onJanuary 13, 2020 .Jack's Flight Club's premium members pay subscription fees quarterly, semi-annually or annually to receive emails or app notifications of flight deals.Jack's Flight Club's revenue increased by$92,000 and$28,000 , respectively, for three and six months endedJune 30, 2022 from the three and six months endedJune 30, 2021 due to the increase of premium members.
Cost of Revenues
Cost of revenues consists primarily of network expenses, including fees we pay for co-location services and depreciation and maintenance of network equipment, payments made to third-party partners of the Travelzoo Network, amortization of capitalized website development costs, credit card fees, certain estimated refunds to members and customer service costs associated with vouchers we sell and hotel bookings, and salary expenses associated with network operations and customer service staff. Cost of revenues was$2.2 million and$2.5 million , respectively for the three months endedJune 30, 2022 and 2021. Cost of revenues was$5.0 million and$5.5 million , respectively, for the six months endedJune 30, 2022 and 2021. Cost of revenues decreased$359,000 for the three months endedJune 30, 2022 from the three months endedJune 30, 2021 was primarily due to$227,000 decrease in credit card fees as a result of decreased voucher sales and$133,000 decrease in network expense. Cost of revenues decreased$545,000 for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 was primarily due to the decrease in credit card fees as a result of decreased voucher sales.
Operating Expenses
Sales and Marketing
Sales and marketing expenses consist primarily of advertising and promotional expenses, salary expenses associated with sales, marketing and production employees, expenses related to our participation in industry conferences, public relations expenses and facilities costs. Sales and marketing expenses were$8.5 million and$7.3 million for the three months endedJune 30, 2022 and 2021, respectively. Sales and marketing expenses were$17.1 million and$14.1 million for the six months endedJune 30, 2022 and 2021, respectively. Advertising expenses consist primarily of online advertising which we refer to as traffic acquisition cost and member acquisition costs. For the three months endedJune 30, 2022 and 2021, advertising expenses accounted for 25% and 12%, respectively, of the total sales and marketing expenses. For the six months endedJune 30, 2022 and 2021, advertising expenses accounted for 21% and 8%, respectively, of the total sales and marketing expenses. The goal of our advertising was to acquire new members to our email products, increase the traffic to our websites, increase brand awareness and increase our audience through mobile and social media channels.
Sales and marketing expenses increased
Sales and marketing expenses increased$2.9 million for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 . The increase was primarily due to$2.0 million increase in member acquisition costs,$506,000 increase in other marketing expenses and$389,000 increase in depreciation and amortization expenses. Product Development Product development expenses consist primarily of compensation for software development staff, fees for professional services, software maintenance, amortization, and facilities costs. Product development expenses were$454,000 and$685,000 for the three months endedJune 30, 2022 and 2021, respectively. Product development expenses were$907,000 and$1.4 million for the six months endedJune 30, 2022 and 2021, respectively.
Product development expenses decreased
Product development expenses decreased
36
--------------------------------------------------------------------------------General and Administrative
General and administrative expenses consist primarily of compensation for administrative and executive staff, bad debt expense, professional service expenses for audit and tax preparation, legal expenses, amortization of intangible assets, general office expense and facilities costs. General and administrative expenses were$4.8 million and$5.1 million for the three months endedJune 30, 2022 and 2021, respectively. General and administrative expenses were$9.5 million and$9.6 million for the six months endedJune 30, 2022 and 2021, respectively.
General and administrative expenses decreased
General and administrative expenses decreased$137,000 for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 primarily due to decrease in depreciation and amortization expenses.
Other Income, net
Other income, net consisted primarily of foreign exchange transactions gains and losses, our share of investment gains and losses and amortization of basis differences, sublease income, gains on extinguishment of PPP loans, interest income earned on cash, cash equivalents and restricted cash as well as interest expense. Other income, net was$195,000 and$648,000 , respectively, for the three months endedJune 30, 2022 and 2021. The decrease of$489,000 for the three months endedJune 30, 2022 from three months endedJune 30, 2021 was due primarily to the$429,000 gain recorded in the second quarter of 2021 as the result of partial PPP loan forgiveness. Other income, net was$1.6 million and$518,000 , respectively, for the six months endedJune 30, 2022 and 2021, respectively. The increase of$1.1 million for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 was due primarily to the$1.2 million German federal government funding for COVID pandemic relief and the$196,000 escrow payment for WeGo sale the Company received in the six months endedJune 30, 2022 , offset partially by the$429,000 gain recorded in the second quarter of 2021 as the result of partial PPP loan forgiveness. Income Taxes Our income is generally taxed in theU.S. ,Canada andU.K. Our income tax provision reflects federal, state and country statutory rates applicable to our worldwide income. Income tax expense was$928,000 and$1.1 million , respectively, for the three months endedJune 30, 2022 and 2021. Our effective tax rate was 47% and 27%, respectively, for the three months endedJune 30, 2022 and 2021. Our effective tax rate changed for the three months endedJune 30, 2022 from three months endedJune 30, 2021 primarily due to other income recorded for PPP Loan forgiveness in the three months endedJune 30, 2021 that is exempt from tax and changes in deferred tax assets from limitations on deductible stock-based compensation. Income tax expense was$1.9 million for each of the six months endedJune 30, 2022 and 2021. Our effective tax rate was 36% and 58%, respectively, for the six months endedJune 30, 2022 and 2021. Our effective tax rate changed for the six months endedJune 30, 2022 from the six months endedJune 30, 2021 primarily due to a decrease in non-tax deductible stock compensation in the six months endedJune 30, 2022 . We expect our effective tax rate to fluctuate in future periods depending on the geographic mix of our worldwide income or losses mainly incurred by our operations, statutory tax rate changes that may occur, existing or new uncertain tax matters that may arise and require changes in tax reserves, the use of accumulated losses to offset current taxable income and the need for valuation allowances on certain tax assets, if any. See "Note 5: Income Taxes" to the accompanying unaudited condensed consolidated financial statements for further information.Travelzoo North America Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands) (In thousands) Revenue$ 12,383 $ 13,985 $ 24,079 $ 23,804 Operating profit$ 3,092 $ 3,533 $ 4,810 $ 3,572 Operating profit as a % of revenue 25.0 % 25.3 % 20.0 % 15.0 %
37
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June 30, 2022 from the three months ended June 30, 2021 . The decrease was
primarily due to $458,000 decrease in facilities costs, $313,000 decrease in
payroll and payroll related expenses, $153,000 decrease in expenses from
third-party partners of the Travelzoo Network, $152,000 decrease in credit card
fee as a result of decreased voucher sales and $136,000 decrease in network
expenses.
North America revenues increased by $275,000 for the six months ended June 30,
2022 from the six months ended June 30, 2021 (see "Revenues" above). North
America expenses decreased by $963,000 for the six months ended June 30, 2022
from the six months ended June 30, 2021 . The decrease was primarily due to
$629,000 decrease in credit card fee as a result of decreased voucher sales,
$567,000 decrease in facilities costs and $482,000 decrease in payroll and
payroll related expenses, offset partially by $555,000 increase in depreciation
and amortization expenses.
Travelzoo Europe
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(In thousands) (In thousands)
Revenue $ 4,354 $ 4,234 $ 10,288 $ 7,812
Operating profit (loss) $ (1,472) $ (227) $ (1,294) $ (923)
Operating profit (loss) as a % of revenue (33.8) % (5.4) % (12.6) % (11.8) %
Europe revenues increased by $120,000 for the three months ended June 30, 2022
from the three months ended June 30, 2021 (see "Revenues" above). Europe
expenses increased by $1.4 million for the three months ended June 30, 2022 from
the three months ended June 30, 2021 primarily due to increase in member
acquisition costs.
Europe revenues increased by $2.5 million for the six months ended June 30, 2022
from the six months ended June 30, 2021 (see "Revenues" above). Europe expenses
increased by $2.8 million for the six months ended June 30, 2022 from the six
months ended June 30, 2021 primarily due to increase in member acquisition
costs.
Foreign currency movements relative to the U.S. dollar positively impacted our
local currency income from our operations in Europe by approximately $200,000
and $165,000 for the three and six months ended June 30, 2022 , respectively.
Foreign currency movements relative to the U.S. dollar negatively impacted our
local currency income from our operations in Europe by approximately $20,000 and
$79,000 for the three months ended June 30, 2021 , respectively.
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(In thousands) (In thousands)
Revenue $ 952 $ 860 $ 1,775 $ 1,747
Operating profit $ 161 $ 170 $ 184 $ 60
Operating profit as a % of revenue 16.9 % 19.8 % 10.4 % 3.4 %
Jack's Flight Club revenues increased by $92,000 for the three months ended
June 30, 2022 from the three months ended June 30, 2021 (see "Revenues" above).
Jack's Flight Club expenses increased by $101,000 for the three months ended
June 30, 2022 from the three months ended June 30, 2021 primarily due to an
increase in marketing expenses.
Jack's Flight Club revenues increased by $28,000 for the six months ended
June 30, 2022 from the six months ended June 30, 2021 (see "Revenues" above).
Jack's Flight Club expenses decreased by $96,000 for the six months ended
June 30, 2022 from the six months ended June 30, 2021 primarily due to an
estimate for indirect tax expenses the Company recorded during the six months
ended June 30, 2021 .
Liquidity and Capital Resources
As ofJune 30, 2022 , we had$25.6 million in cash and cash equivalents, of which$16.7 million was held outside theU.S. in our foreign operations. We also had$1.1 million in restricted cash, of which$360,000 was held outside theU.S. in our foreign operations as ofJune 30, 2022 . If this cash is distributed to theU.S. , we may be subject to additionalU.S. taxes in certain circumstances.
Cash, cash equivalents and restricted cash decreased
38
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As of June 30, 2022 , the Company had merchant payables of $47.9 million related
to unredeemed vouchers. In the Company's financial statements presented in this
10-Q report, following GAAP accounting principles, we classified all merchant
payables as current. When all merchant payables are classified as current, there
is negative net working capital (which is defined as current assets minus
current liabilities) of $17.2 million . Payables to merchants are generally due
upon redemption of vouchers. The vouchers have maturities from July 2022 through
December 2025 with the majority of vouchers expiring by the end of 2022 and the
remaining primarily expiring in 2023; provided, that these expiration dates may
sometimes be extended on a case-by-case basis. Management believes that
redemptions may be delayed for international vouchers in the current
environment. Based on current projections of redemption activity, we expect that
cash on hand as of June 30, 2022 will be sufficient to provide for working
capital needs for at least the next twelve months. However, if redemption
activity is more accelerated, if our business is not profitable, or if our
planned targets for cash flows from operations are not met, we may need to
obtain additional financing to meet our working capital needs in the future. We
believe that we could obtain additional financing if needed, but there can be no
assurance that financing will be available on terms that are acceptable to us,
if at all.
The following table provides a summary of our cash flows from operating, investing and financing activities:
Six Months Ended June 30,
2022 2021
(In thousands)
Net cash provided by (used in) operating activities $ (16,990) $ 21,950
Net cash used in investing activities (1,028) (84)
Net cash provided by (used in) financing activities 1,885 (4,760)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(2,176) 697
Net increase (decrease) in cash, cash equivalents and restricted cash
$
(18,309)
Net cash provided by (used in) operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in operating activities for the six months endedJune 30, 2022 was$17.0 million , which primarily consisted of$21.0 million decrease in cash from changes in operating assets and liabilities, offset partially by net income of$3.4 million and$609,000 increase in non-cash items. The decrease in cash from changes in operating assets and liabilities was primarily due to$19.8 million decrease in merchant payables and$2.1 million decrease in accounts payables. Adjustments for non-cash items primarily consisted of$1.1 million for depreciation and amortization,$1.1 million for stock-based compensation and$550,000 for deferred income tax, offset partially by$2.2 million reversal of reserves from accounts receivable and other reserves. Net cash provided by operating activities for the six months endedJune 30, 2021 was$22.0 million , which consisted of$18.2 million increase in cash from changes in operating assets and liabilities,$2.4 million in non-cash items and net income of$1.4 million . The increase in cash from changes in operating assets and liabilities primarily consisted of$25.2 million increase in merchant payables, offset partially by$4.8 million increase in accounts receivable and$2.8 million increase in prepaid expenses and other. Adjustments for non-cash items primarily consisted of$1.8 million of stock-based compensation.
Cash paid for income tax, net of refunds received, during the six months ended
Net cash used in investing activities for the six months endedJune 30, 2022 and 2021 was$1.0 million and$84,000 , respectively. The cash used in investing activities for the six months endedJune 30, 2022 was primarily consisted of the$1.0 million for purchases of intangible assets. The cash used in investing activities for the six months endedJune 30, 2021 was due to the$84,000 for purchases of property and equipment. Net cash provided by financing activities for the six months endedJune 30, 2022 was$1.9 million due to proceeds from exercise of stock options. Net cash used in financing activities for the six months endedJune 30, 2021 was$4.8 million which primarily consisted of$3.1 million in taxes paid for net settlement of stock options exercise and$1.6 million paid for common stock repurchase. Although we have settled the states unclaimed property claims with all states, we may still receive inquiries from certain potential Netsurfers promotional shareholders that had not provided their state of residence to us byApril 25, 2004 . Therefore, we are continuing our voluntary program under which we make cash payments to individuals related to the promotional shares for individuals whose residence was unknown by us and who establish that they satisfied the conditions to receive shares of Netsurfers, and who failed to submit requests to convert their shares into shares ofTravelzoo within the required time period. This voluntary program is not available for individuals whose promotional shares have been escheated to a state by us. 39 -------------------------------------------------------------------------------- Our capital requirements depend on a number of factors, including market acceptance of our products and services, the amount of our resources we devote to the development of new products, cash payments related to former shareholders of Netsurfers, expansion of our operations, and the amount of resources we devote to promoting awareness of the Travelzoo brand. Since the inception of the voluntary program under which we make cash payments to people who establish that they were former shareholders of Netsurfers, and who failed to submit requests to convert their shares into shares ofTravelzoo within the required time period, we have incurred expenses of$2.9 million . While future payments for this program are expected to decrease, the total cost of this voluntary program is still undeterminable because it is dependent on our stock price and on the number of valid requests ultimately received. Consistent with our growth, we have experienced fluctuations in our cost of revenues, sales and marketing expenses and our general and administrative expenses, including increases in product development costs, and we anticipate that these increases will continue for the foreseeable future. We believe cash on hand will be sufficient to pay such costs for at least the next twelve months. In addition, we will continue to evaluate possible investments in businesses, products and technologies, the consummation of any of which would increase our capital requirements. We are subject to risks and uncertainties as a result of the global pandemic. Because of the global pandemic, many of our advertisers have paused, canceled, and stopped advertising with us. Additionally, there have been a large amount of cancellations for our hotel and travel package partners as well as refund requests for our vouchers with the Company's restaurant and spa partners. We have taken steps to adopt new policies and reduce expenses in an effort to maintain our cash position, while we evaluate potential business options and strategic alternatives that may be available. Although we currently believe that we have sufficient capital resources to meet our anticipated working capital and capital expenditure requirements for at least the next twelve months, unanticipated events and opportunities or a less favorable than expected development of our business with one or more of advertising formats may require us to sell additional equity or debt securities or establish new credit facilities to raise capital in order to meet our capital requirements. If we sell additional equity or convertible debt securities, the sale could dilute the ownership of our existing shareholders. If we issue debt securities or establish a new credit facility, our fixed obligations could increase, and we may be required to agree to operating covenants that would restrict our operations. We cannot be sure that any such financing will be available in amounts or on terms acceptable to us.
If the development of our business is less favorable than expected, we may decide to significantly reduce the size of our operations and marketing expenses in certain markets with the objective of reducing cash outflow.
The information set forth under "Note 4: Commitments and Contingencies" and "Note 11: Leases" to the accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference. Litigation and claims against the Company may result in legal defense costs, settlements or judgments that could have a material impact on our financial condition. We also have contingencies related to net unrecognized tax benefits, including interest, of approximately$1.5 million as ofJune 30, 2022 . See "Note 5: Income Taxes" to the accompanying unaudited condensed consolidated financial statements for further information. 40
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Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that we believe are important in the preparation of our consolidated financial statements because they require that we use judgment and estimates in applying those policies. Preparation of the consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. Our critical accounting policies include revenue recognition, reserve for member refunds, allowance for doubtful accounts, income taxes and loss contingencies. For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 as well as updates in the current fiscal year provided in "Note 1 Summary of Significant Accounting Policies" in the notes to the condensed consolidated financial statements.
Recent Accounting Pronouncements
See "Note 1-The Company and Basis of Presentation" to the accompanying unaudited
condensed consolidated financial statements included in this report, regarding
the impact of certain recent accounting pronouncements on our unaudited
condensed consolidated financial statements.
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