tzoo-20260630

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, 2026


☐			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, 2026 was 10,202,337.

TRAVELZOO

Table of Contents


PART I—FINANCIAL INFORMATION			Page

Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets as of June 3 0 , 2026 and December 31, 2025			4
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2026 and 2025			5
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 3 0 , 2026 and 2025			6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2026 and 2025			7
Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the Three and Six Months Ended June 3 0 , 2026 and 2025			8
Notes to Condensed Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30

PART II—OTHER INFORMATION

Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32
Signature			33

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TRAVELZOO

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	6,838	$	10,007
Accounts receivable, less allowance for doubtful accounts of $787 and $1,222 as of June 30, 2026 and December 31, 2025, respectively	14,543		10,723
Prepaid income taxes	1,827		1,364

Prepaid expenses and other	2,064		1,302
Total current assets	25,272		23,396
Deposits and other	193		166
Deferred tax assets	4,744		4,202
Restricted cash	754		756
Operating lease right-of-use assets	4,334		4,047
Property and equipment, net	132		231
Intangible assets, net	1,450		1,450
Goodwill	10,944		10,944
Total assets	$	47,823	$	45,192
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,474	$	7,761
Merchant payables	10,723		11,665
Accrued expenses and other	5,544		3,926
Deferred revenue	12,737		8,728
Income tax payable	71		279
Operating lease liabilities	2,026		1,811

Total current liabilities	39,575		34,170
Long-term tax liabilities	10,770		9,260
Long-term operating lease liabilities	4,074		4,184

Total liabilities	54,419		47,614

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; 10,232 shares issued and outstanding as of June 30, 2026, 10,932 shares issued and outstanding as of December 31, 2025)	102		109
Additional paid-in capital	—		—
Tax indemnification	(9,537)		(9,537)

Retained earnings	3,105		7,243
Accumulated other comprehensive loss	(5,410)		(5,331)
Total Travelzoo stockholders’ equity (deficit)	(11,740)		(7,516)
Non-controlling interest	5,144		5,094
Total stockholders’ equity (deficit)	(6,596)		(2,422)
Total liabilities and stockholders’ equity	$	47,823	$	45,192

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,
	2026		2025		2026		2025
Revenues	$	23,208	$	23,906	$	47,481	$	47,046
Cost of revenues	7,104		5,163		12,340		9,335
Gross profit	16,104		18,743		35,141		37,711
Operating expenses:
Sales and marketing	13,734		11,483		24,850		21,708
Product development	602		698		1,266		1,332
General and administrative	4,530		4,502		8,343		8,807
Total operating expenses	18,866		16,683		34,459		31,847
Operating income (loss)	(2,762)		2,060		682		5,864
Other income, net	274		161		270		790
Income before income taxes	(2,488)		2,221		952		6,654
Income tax expense (benefit)	(382)		740		560		1,912


Net income (loss)	(2,106)		1,481		392		4,742
Net income attributable to non-controlling interest	30		79		50		172
Net income (loss) attributable to Travelzoo	$	(2,136)	$	1,402	$	342	$	4,570







Net income (loss) per share —basic	$	(0.21)	$	0.13	$	0.03	$	0.39




Net Income (loss) per share—diluted	$	(0.21)	$	0.12	$	0.03	$	0.38

Shares used in per share calculation—basic	10,319		11,139		10,577		11,617


Shares used in per share calculation—diluted	10,319		11,505		10,658		12,088

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,
	2026		2025		2026		2025
Net income (loss)	$	(2,106)	$	1,481	$	392	$	4,742
Other comprehensive income (loss):
Foreign currency translation adjustment	(113)		(129)		(79)		(249)
Total comprehensive income (loss)	$	(2,219)	$	1,352	$	313	$	4,493

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended
	June 30,
	2026		2025
Cash flows from operating activities:
Net income	$	392	$	4,742
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	110		182
Stock-based compensation	719		708
Deferred income tax	(753)		5

Net foreign currency effect	52		(295)
Provision for accounts receivable and refund reserve	(146)		124
Changes in operating assets and liabilities:
Accounts receivable	(3,857)		1,743
Prepaid income taxes	(575)		238
Prepaid expenses, deposits and other	(521)		(144)
Accounts payable	684		(180)
Merchant payables	(814)		(4,441)
Accrued expenses and other	1,733		1,842
Deferred revenue	4,097		1,720
Income tax payable	(121)		(2,007)
Other liabilities	1,186		345
Net cash provided by operating activities	2,186		4,582
Cash flows from investing activities:



Purchases of property and equipment	(14)		(34)
Net cash used in investing activities	(14)		(34)
Cash flows from financing activities:
Repurchase of common stock	(5,206)		(11,418)


Exercise of stock options and taxes paid for net share settlement of equity awards	—		(104)
Net cash used in financing activities	(5,206)		(11,522)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(137)		432
Net increase (decrease) in cash, cash equivalents and restricted cash	(3,171)		(6,542)
Cash, cash equivalents and restricted cash at beginning of period	10,763		17,740
Cash, cash equivalents and restricted cash at end of period	$	7,592	$	11,198
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	560	$	2,726
Right-of-use assets obtained in exchange for lease obligations—operating leases	$	1,213	$	321
Cash paid for amounts included in the measurement of lease liabilities	$	1,658	$	897
Non-cash investing and financing activities:
Accrued excise tax for share repurchases	$	52	$	113

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands)


	Common Stock			Treasury Stock		Additional Paid-In Capital		Tax Indemnification		Retained Earnings		Accumulated Other Comprehensive Loss		Total Travelzoo Stockholders’ Equity (Deficit)		Non-controlling interest		Total Stockholders’ Equity (Deficit)
	Shares	Amount
Balances, March 31, 2026	10,432	104		—		—		(9,537)		6,461		(5,297)		(8,269)		5,114		(3,155)
Stock-based compensation expense	—	—				684		—		—		—		684		—		684
Repurchase of common stock (1)	—	—		(1,906)		—		—				—		(1,906)		—		(1,906)
Retirement of treasury stock	(200)	(2)		1,906		(684)		—		(1,220)		—		—		—		—
Exercise of stock options and taxes paid for net share settlement	—	—				—		—		—		—		—		—		—

Foreign currency translation adjustment	—	—				—		—		—		(113)		(113)		—		(113)
Net income (loss)	—	—				—		—		(2,136)		—		(2,136)		30		(2,106)
Balances, June 30, 2026	10,232	$	102	$	—	$	—	$	(9,537)	$	3,105	$	(5,410)	$	(11,740)	$	5,144	$	(6,596)

(1) Includes a