8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): February 3,  2010

Travelzoo Inc.

-------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

Delaware --------------------------- (State or Other Jurisdiction of Incorporation) 000-50171 ------------------- (Commission File Number) 36-4415727 --------------------------- (I.R.S. Employer Identification Number)

590 Madison Avenue, 37th Floor New York, New York ---------------------------------------------------- (Address of Principal Executive Offices) 10022 ------------------ (Zip Code)

Registrant’s telephone number, including area code:

(212) 484-4900

------------------------------------------

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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On February 3, 2010, Travelzoo Inc. (the “Company”) issued a press release to report earnings for the three months and year ended December 31, 2009. The Company has subsequently revised its reported earnings to reflect a change in its income from discontinued operations and net income for the three months and year ended December 31, 2009. The change was as a result of classifying the gain on the sale of the Company’s Asia Pacific business segment of $3.4 million as an increase to additional paid-in capital within stockholders’ equity, rather than including the gain in income from discontinued operations. The Company initially classified this gain as part of income from discontinued operations, based on informal discussions with its auditors. However, in the course of finalizing the Company's financial statements, it was determin ed that the $3.4 million should be classified as an increase to additional paid-in capital within stockholders’ equity, rather than including the gain in income from discontinued operations, because the Company and the entity that acquired the Asia Pacific business segment are under the common control of the Company’s majority shareholder. In addition, the Company reclassified $1.1 million of other receivables and $68,000 of accounts payable to additional paid-in capital as of December 31, 2009. In the unaudited condensed statement of cash flows, the $2.1 million proceeds from the sale of the Asia Pacific business segment, net of cash provided, is now reflected as cash flows from financing activities rather than cash flow from investing activities.

A copy of the amended unaudited condensed consolidated statements of operations, amended unaudited condensed balance sheets, and amended unaudited condensed consolidated statements of cash flows is included as Exhibit 99.1 and is 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 INC.
Date: March 9, 2010	By:	/s/ Wayne Lee
	Wayne Lee Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Amended unaudited condensed consolidated statements of operations, amended unaudited condensed balance sheets, and amended unaudited condensed consolidated statements of cash flows.

EX-99

Travelzoo Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
	Three months ended		Twelve months ended
	December 31,		December 31,
	2009	2008	2009	2008
	--------	--------	--------	--------
Revenues	$ 23,779	$ 19,610	$ 93,973	$ 80,817
Cost of revenues	1,488	909	5,628	2,842
	--------	--------	--------	--------
Gross profit	22,291	18,701	88,345	77,975
Operating expenses:
Sales and marketing	12,258	10,601	49,707	43,297
General and administrative	6,509	5,704	24,930	21,366
	--------	--------	--------	--------
Total operating expenses	18,767	16,305	74,637	64,663
	--------	--------	--------	--------
Operating income from       continuing operations	3,524	2,396	13,708	13,312
Other income and expense:
Interest income and other income	21	19	61	284
Gain (loss) on foreign currency	(94)	424	(78)	494
	--------	--------	--------	--------
Income from continuing operations  before income taxes	3,451	2,839	13,691	14,090
Income taxes	1,981	1,115	7,273	8,177
	--------	--------	--------	--------
Income from continuing operations	1,470	1,724	6,418	5,913
Loss from discontinued operations, net of tax	(546)	(1,853)	(5,642)	(10,029)
Income tax benefit related to dissolution of Asia Pacific business segment	4,409	-	4,409	-
	--------	--------	--------	--------
Gain (loss) from discontinued  Operations	3,863	(1,853)	(1,233)	(10,029)
	--------	--------	--------	--------
Net income (loss)	$  5,333	$   (129)	$  5,185	$ (4,116)
	========	========	========	========
Basic net income (loss) per  share from:
Continuing operations	$   0.09	$   0.12	$   0.39	$   0.41
Discontinued operations	$   0.23	$  (0.13)	$  (0.08)	$  (0.70)
Net income (loss)	$   0.32	$  (0.01)	$   0.32	$  (0.29)
Diluted net income (loss) per  share from:
Continuing operations	$   0.09	$   0.11	$   0.39	$   0.37
Discontinued operations	$   0.23	$  (0.12)	$  (0.08)	$  (0.62)
Net income (loss)	$   0.32	$  (0.01)	$   0.32	$  (0.25)
Shares used in computing basic  net income (loss) per share	16,444	14,285	16,408	14,273
Shares used in computing diluted  net income (loss) per share	16,453	16,098	16,416	16,190

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Travelzoo Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
	December 31,	December 31,
	2009	2008
	--------	--------
ASSETS
Cash and cash equivalents	$ 19,776	$ 14,179
Accounts receivable, net	11,279	11,397
Other receivables	94	-
Deposits	139	185
Prepaid expenses and other current assets	7,070	2,356
Deferred tax assets	966	1,089
Assets held for sale	-	831
	--------	--------
Total current assets	39,324	30,037
	--------	--------
Deposits, less current portion	381	292
Deferred tax assets, less current portion	52	-
Restricted cash	875	875
Property and equipment, net	4,089	4,100
Intangible assets, net	1,411	18
	--------	--------
Total assets	$ 46,132	$ 35,322
	========	========
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	6,834	6,434
Accrued expenses	4,278	3,913
Deferred revenue	828	666
Deferred rent	134	101
Liabilities related to assets held for sale	-	1,281
	--------	--------
Total current liabilities	12,074	12,395
	--------	--------
Deferred tax liabilities	533	465
Long-term tax liabilities	2,139	900
Deferred rent, less current portion	615	799
Common stock	164	143
Additional paid-in capital	4,772	185
Accumulated other comprehensive loss	(1,173)	(1,388)
Retained earnings	27,008	21,823
	--------	--------
Total stockholders' equity	30,771	20,763
	--------	--------
Total liabilities and
stockholders' equity	$ 46,132	$ 35,322
	========	========

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Travelzoo Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
	Three months ended		Twelve months ended
	December 31,		December 31,
	2009	2008	2009	2008
	---------	--------	---------	--------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$  5,333	$  (129)	$  5,185	$(4,116)
Adjustments to reconcile net income   (loss) to net cash provided by (used in)   operating activities:
Depreciation and amortization	535	258	1,992	667
Deferred income taxes	139	769	139	769
Stock-based compensation	94	-	94	-
Provision for losses on accounts    receivable	(44)	73	258	316
Tax benefit from exercise of stock    options	-	-	-	(110)
Other comprehensive loss related to    dissolution of Asia Pacific  business segment	110	-	110	-
Net foreign currency effects	94	(432)	78	(500)
Changes in operating assets and    liabilities:
Accounts receivable	569	(1,869)	(197)	(2,443)
Deposits	60	24	(15)	25
Other receivables	(92)	-	(92)	-
Prepaid expenses and other current     assets	(5,040)	(140)	(4,617)	(650)
Accounts payable	(723)	425	877	1,054
Accrued expenses	179	514	77	877
Deferred revenue	6	64	160	314
Deferred rent	(37)	(18)	(163)	828
Other non-current liabilities	1,222	20	1,239	(356)
	---------	--------	---------	--------
Net cash provided by (used in)      operating activities	2,405	(441)	5,125	(3,325)
	---------	--------	---------	--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(384)	(916)	(1,992)	(3,867)
Purchase of restricted cash  Purchase of intangible asset	-        -	-       -	-   (1,760)	(875)       -
	---------	--------	---------	--------
Net cash used in investing activities	(384)	(916)	(3,752)	(4,742)
	---------	--------	---------	--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	-	-	2,158	75
Tax benefit from exercise of stock options	-	-	-	110
Proceeds from sale of Asia Pacific business segment, net of cash provided	2,061	-	2,061	-
	---------	--------	---------	--------
Net cash provided by financing      activities	2,061	-	4,219	185
	---------	--------	---------	--------
Effect of exchange rate on cash and cash  equivalents	-	(300)	5	(580)
	---------	--------	---------	--------
Net increase (decrease) in cash and cash  equivalents	4,082	(1,657)	5,597	(8,462)
Cash and cash equivalents at beginning of  period	15,694	15,836	14,179	22,641
	---------	--------	---------	--------
Cash and cash equivalents at end of period	19,776	14,179	19,776	14,179
	=========	========	=========	========
Supplemental disclosure of cash flow  information:
Cash paid for income taxes net of refunds    received	$  1,029	$   850	$  5,760	$ 8,193
	---------	--------	---------	--------

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