Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

Form 10-Q/A

(Amendment No. 1)

______________________________________________________________________________

(Mark One)


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

For the quarterly period ended March 31, 2023


☐			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 10, 2023 was 14,910,098 shares.

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q/A (“Form 10-Q/A” or “Amended First Quarter 2023 Quarterly Report”) amends and restates certain information included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2023 (the “Original First Quarter 2023 Quarterly Report”).

As previously announced in our Current Report on Form 8-K filed with the SEC on August 8, 2023, in connection with the preparation of our second quarter 2023 condensed consolidated financial statements, Travelzoo (the “Company”, “management”, “we”) realized that the presentation of the non-controlling interest (NCI) classification during the first quarter of 2022, the second quarter of 2022, the third quarter of 2022, the year ended December 31, 2022 and the first quarter of 2023 had not been correctly updated in the consolidated balance sheet and consolidated statement of stockholders’ equity. Specifically, when the put/call option in the Company’s stock purchase agreement with JFC Travel Group Co. expired in January 2022, the Company did not reclassify the NCI from temporary equity to permanent equity. The reclassification of NCI of approximately $4.6 million from temporary equity to permanent equity reduced temporary equity and increased permanent equity but did not have any impact on the Company's previously reported total assets, total liabilities and stockholder’s equity (deficit), results of operations or cash flows.

Except as described above, no other changes have been made to the Original Quarterly Reports on Form 10-Q for the first quarter of 2023. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filings.

Internal Control Considerations

In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of March 31, 2023. The Company’s management has concluded that the material weakness in the Company’s internal control over financial reporting previously disclosed in the Form 10-Q for the period ending March 31, 2023 applies to the reason behind this restatement, specifically, relating to having sufficient resources for the accounting for certain non-routine, unusual or complex transactions. Management has already begun working on a remediation plan, including hiring additional resources and utilizing subject matter experts as and when needed. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Item 4, “Controls and Procedures” of this Amended Form 10-Q.

TRAVELZOO

Table of Contents


PART I—FINANCIAL INFORMATION			Page

Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022			4
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022			5
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022			6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022			7
Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2023 and 2022			8
Notes to Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosures About Market Risk			44
Item 4. Controls and Procedures			44

PART II—OTHER INFORMATION

Item 1. Legal Proceedings			45
Item 1A. Risk Factors			45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			45
Item 3. Defaults Upon Senior Securities			45
Item 4. Mine Safety Disclosures			45
Item 5. Other Information			45
Item 6. Exhibits			46
Signature			47

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TRAVELZOO

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value)


	March 31, 2023			December 31, 2022
	As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	19,138		$	18,693
Accounts receivable, less allowance for doubtful accounts of $1,386 and $1,468 as of March 31, 2023 and December 31, 2022, respectively	13,672			13,820
Prepaid income taxes	1,401			1,778
Prepaid expenses and other	1,764			1,289
Assets from discontinued operations	10			11
Total current assets	35,985			35,591
Deposits and other	4,618			5,094
Deferred tax assets	3,248			3,222
Restricted cash	679			675
Operating lease right-of-use assets	6,852			7,440
Property and equipment, net	692			657
Intangible assets, net	3,249			3,651
Goodwill	10,944			10,944
Total assets	$	66,267		$	67,274
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,143		$	4,271
Merchant payables	27,976			32,574
Accrued expenses and other	4,611			5,049
Deferred revenue	3,124			2,216
Operating lease liabilities	2,682			2,972
Liabilities from discontinued operations	453			452
Total current liabilities	41,989			47,534

Long-term operating lease liabilities	7,926			8,326
Other long-term liabilities	3,530			2,563
Total liabilities	53,445			58,423
Commitments and contingencies	—			—

Stockholders’ equity:
Common stock, $0.01 par value (20,000 shares authorized; 16,505 shares issued and 15,669 shares outstanding and 16,505 shares issued and 15,704 outstanding as of March 31, 2023 and December 31, 2022, respectively)	165			165
Treasury stock (at cost, 836 shares at March 31, 2023 and 801 shares at December 31, 2022)	(7,316)			(7,130)
Additional paid in capital	23,670			23,274
Tax indemnification	(9,537)			(9,537)
Note receivable from shareholder	(4,753)			(4,753)
Retained earnings	10,815			7,142
Accumulated other comprehensive loss	(4,825)			(4,905)
Total Travelzoo stockholders’ equity	8,219		8,219	4,256
Non-controlling interest	4,603			4,595
Total stockholders’ equity	12,822			8,851
Total liabilities and stockholders’ equity	$	66,267		$	67,274

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
	March 31,
	2023		2022
Revenues	$	21,601	$	18,453
Cost of revenues	2,691		2,832
Gross profit	18,910		15,621
Operating expenses:
Sales and marketing	9,296		8,581
Product development	490		453
General and administrative	4,413		4,668
Total operating expenses	14,199		13,702
Operating income	4,711		1,919
Other income, net	350		1,423
Income from continuing operations before income taxes	5,061		3,342
Income tax expense	1,378		968
Income from continuing operations	3,683		2,374
Loss from discontinued operations, net of taxes	(2)		(11)
Net income	3,681		2,363
Net income attributable to non-controlling interest	8		4
Net income attributable to Travelzoo	$	3,673	$	2,359

Net income attributable to Travelzoo—continuing operations	$	3,675	$	2,370
Net loss attributable to Travelzoo—discontinued operations	$	(2)	$	(11)

Income (loss) per share—basic
Continuing operations	$	0.23	$	0.20
Discontinued operations	$	—	$	—
Net income (loss) per share —basic	$	0.23	$	0.20

Income (loss) per share—diluted
Continuing operations	$	0.23	$	0.19
Discontinued operations	$	—	$	—
Income (loss) per share—diluted	$	0.23	$	0.19

Shares used in per share calculation from continuing operations—basic	15,697		12,056
Shares used in per share calculation from discontinued operations—basic	15,697		12,056

Shares used in per share calculation from continuing operations—diluted	15,779		12,544
Shares used in per share calculation from discontinued operations—diluted	15,697		12,056

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2023		2022
Net income	$	3,681	$	2,363
Other comprehensive income:
Foreign currency translation adjustment	80		(138)
Total comprehensive income	$	3,761	$	2,225

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2023		2022
Cash flows from operating activities:
Net income	$	3,681	$	2,363
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	478		574
Stock-based compensation	396		542
Deferred income tax	(68)		97
Loss on long-lived assets	—		38
Gain on equity investment in WeGo	—		(196)
Net foreign currency effect	3		(13)
Reversal of loss on accounts receivable, refund reserve and other	(712)		(1,408)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	372		(3,163)
Prepaid income taxes	407		759
Prepaid expenses and other	160		565
Accounts payable	(1,321)		103
Merchant payables	(4,591)		(7,961)
Accrued expenses and other	911		917
Income tax payable	—		(157)
Other liabilities	819		176
Net cash provided by (used in) operating activities	535		(6,764)
Cash flows from investing activities:
Proceeds from repayment of note receivable	39		—
Purchases of intangible assets	—		(1,049)
Proceeds from sale of equity investment in WeGo	—		196
Purchases of property and equipment	(111)		(89)
Net cash used in investing activities	(72)		(942)
Cash flows from financing activities:
Repurchase of common stock	(186)		—



Net cash used in financing activities	(186)		—
Effect of exchange rate changes on cash, cash equivalents and restricted cash	171		(524)
Net increase (decrease) in cash, cash equivalents and restricted cash	448		(8,230)
Cash, cash equivalents and restricted cash at beginning of period	19,378		44,989
Cash, cash equivalents and restricted cash at end of period	$	19,826	$	36,759
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	74	$	259

Cash paid for amounts included in the measurement of lease liabilities	$	860	$	938
Non-cash consideration for purchase of intangible asset	$	—	$	1,150

See accompanying notes to unaudited condensed consolidated financial statements.

TRAVELZOO

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands)


				Treasury Stock		Additional Paid-In Capital		Tax Indemnification		Note Receivable from Shareholder		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Travelzoo Stockholders’ Equity		Non-Controlling interest		Total Stockholders’ Equity
	Common Stock
	Shares	Amount																As Restated		As Restated
Balances, January 1, 2023	16,505	$	165	$	(7,130)	$	23,274	$	(9,537)	$	(4,753)	$	7,142	$	(4,905)	$	4,256	$	4,595	$	8,851
Stock-based compensation expense	—	—		—		396		—		—		—		—		396		—		396
Repurchase of common stock	—	—		(186)		—		—		—				—		(186)		—		(186)
Foreign currency translation adjustment	—	—		—		—		—		—		—		80		80		—		80
Net income	—	—				—		—		—		3,673		—		3,673		8		3,681
Balances, March 31, 2023	16,505	$	165	$	(7,316)	$	23,670	$	(9,537)	$	(4,753)	$	10,815	$	(4,825)	$	8,219	$	4,603	$	12,822


	Common Stock			Treasury Stock		Additional Paid-In Capital		Tax Indemnification		Note Receivable from Shareholder		Retained Earnings		Accumulated Other Comprehensive Loss		Total Travelzoo Stockholders’ Deficit		Non-controlling interest		Total Stockholders’ Deficit
	Shares	Amount
Balances, January 1, 2022	12,551	$	126	$	(5,488)	$	4,415	$	—	$	—	$	508	$	(3,793)	$	(4,232)	$	—	$	(4,232)
Reclassification of non-controlling interest	—	—		—		—		—		—		—		—		—		4,600		4,600
Stock-based compensation expense	—	—		—		542		—		—		—		—		542		—		542


Foreign currency translation adjustment	—	—		—		—		—		—		—		(138)		(138)		—		(138)
Net income	—	—		—		—		—		—		2,359		—		2,359		4		2,363
Balances, March 31, 2022	12,551	$	126	$	(5,488)	$	4,957	$	—	$	—	$	2,867	$	(3,931)	$	(1,469)	$	4,604	$	3,135

TRAVELZOO

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Summary of Significant Accounting Policies

(a) The Company and Basis of Presentation

Travelzoo® (including its subsidiaries and affiliates, the “Company” or "we") is a global Internet media company. Travelzoo® provides its 30 million members with exclusive offers and one-of-a-kind experiences personally reviewed by our deal experts around the globe. We have our finger on the pulse of outstanding travel, entertainment, and lifestyle experiences. We work in partnership with more than 5,000 top travel suppliers—our long-standing relationships give Travelzoo members access to irresistible offers.

Our most important products and services are the Travelzoo website (travelzoo.com), the Travelzoo iPhone and Android apps, the Top 20® email newsletter, the Travelzoo Network, and Jack’s Flight Club®. Our Travelzoo website and newsletters include Local Deals and Getaways listings that allow our members to purchase vouchers for offers from local businesses such as spas, hotels and restaurants. Jack’s Flight Club is a subscription service that provides members with information about exceptional airfares.

We also license Travelzoo products and our intellectual property to licensees in various countries in Asia Pacific, including but not limited to Australia, Japan and Southeast Asia.

In March 2022, we announced the development of Travelzoo META, a subscription service that intends to provide members with exclusive access to innovative, high quality Metaverse travel experiences. On December 30, 2022, we acquired Metaverse Travel Experiences, Inc., now Metaverse Travel Experiences, LLC (“MTE”), a Metaverse experience scouting business to support Travelzoo META.

Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc.

In connection with the development of Travelzoo META, the Company acquired MTE, a wholly owned subsidiary of Azzurro Capital Inc. ("Azzurro"), and also completed a private placement of newly issued shares. Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company’s largest shareholder as of the time of this transaction and as of December 31, 2022, Azzurro and Ralph Bartel owned approximately 50.3% the Company's outstanding shares. On December 28, 2022, the stockholders of Travelzoo approved the issuance and sale of 3.4 million shares of common stock (the “Shares”) of Travelzoo to Azzurro, in exchange for certain consideration, and on December 30, 2022 (the “Closing Date”), the transaction was consummated. The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value of $15.2 million. The purchase price was paid as follows: (a) $1.0 million in cash paid on the Closing Date; (b) $4.8 million paid in the form of a promissory note issued on the Closing Date and payable by June 30, 2023 with accrued interest of 12%; and (c) the transfer to the Company of all outstanding capital stock of MTE, which transfer was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company recorded the $4.8 million promissory note as Note receivable from shareholder in the stockholders' equity section on the consolidated balance sheet as of December 31, 2022. See Note 3: Acquisitions in the unaudited condensed consolidated financial statements for further information.

Jack’s Flight Club

In January 2020, Travelzoo acquired JFC Travel Group Co. (“Jack’s Flight Club”), which operates Jack’s Flight Club, a subscription service that provides members with information about exceptional airfares. As of March 31, 2023, Jack’s Flight Club had 2.0 million subscribers. Jack’s Flight Club’s revenues are generated by subscription fees paid by members. See Note 3 to the unaudited condensed consolidated financial statements for further information.

APAC Exit and Pivot to Licensing Model

In March 2020, Travelzoo exited its loss-making Asia Pacific business and pivoted to a licensing model. The Company’s Asia Pacific business was classified as discontinued operations at March 31, 2020.

Travelzoo currently has license agreements in Japan and South Korea, as well as Australia, New Zealand and Singapore. The license agreement for Japan provides a license to the licensee to use the intellectual property of Travelzoo exclusively in Japan in exchange for quarterly royalty payments based on net revenue over a 5 year term, with an option to renew. The territory subject to the license was amended to also include South Korea. An interest free loan was provided to the licensee for JPY 46 million (approximately $430,000), of which $133,000 was repaid in 2021, $39,000 was repaid during the three months

ended March 31, 2023, and the remaining expected to be paid off in 2023. The Company recorded this loan as current prepaid expense and other on the condensed consolidated balance sheet as of March 31, 2023.

The license agreement for Australia, New Zealand and Singapore provides a license to the licensee to use the intellectual property of Travelzoo exclusively in Australia, New Zealand and Singapore for quarterly royalty payments based upon net revenue over a 5 year term, with an option to renew. The Company records royalties for its licensing arrangements on a one-quarter lag basis. The Company recognized royalties of $8,000 and $5,000 for its licensing arrangements from the licensee in Australia for the three months ended March 31, 2023 and 2022, respectively. The Company did not recognize any royalty from Travelzoo Japan for the three months ended March 31, 2023 and 2022. We expect the royalty payments to increase over time as the effects of the pandemic subside.

Government funding

In January 2022 and July 2022, the Company’s German branch of Travelzoo (Europe) Limited, a wholly-owned subsidiary of the Company (“Travelzoo Germany”), received the notification and payment of approximately $1.2 million and $494,000 from the German Federal Government Bridging Aid III plan and Bridging Aid III+, respectively. This program was for companies that suffered a Corona-related decrease in sales of at least 30% in one month compared to the reference month in 2019. Travelzoo Germany applied for the funding in 2021 and 2022, respectively, and was approved by the German government in January 2022 and July of 2022. The Company has to submit a final declaration in connection to this grant by June 30, 2023. The Company believes it was eligible to participate in the plan and is entitled to the payment and does not expect significant changes to the amount already received from the final submission. The Company recorded $1.2 million and $494,000 gains in Other income, net in the first and third quarters of 2022, respectively.

The Company also received $68,000 job retention related funding from Canada in the three months ended March 31, 2022. Such funding was recorded against salary and related expenses. The Company did not receive job retention related funding in the three months ended March 31, 2023.

Liquidity

Travelzoo funds its operations primarily with revenues generated from advertising fees and the sale of 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 $6.0 million as of March 31, 2023. Cash provided by operating activities was $535,000 for the three months ended March 31, 2023. In response to the global pandemic which severely limited travel, Travelzoo adjusted its refund policy in the second quarter of 2020 so that vouchers were fully refundable until expiration or redemption by the customer. This refund policy has mostly been adjusted as of April 1, 2022, back to fully refundable within fourteen days of purchase unless a surcharge is paid at the time of the voucher purchase for the right to be fully refundable. As of March 31, 2023, the Company has recorded merchant payables of $28.0 million related to unredeemed vouchers with the majority of vouchers expiring in 2023. Management understands that these conditions could raise doubt over the Company’s ability to meet all of its obligations over the next twelve months, however, management has evaluated these conditions and concluded that management's plans alleviate these concerns. Management’s plans include, among others, a focus on managing operating expenses while increasing revenues, as well as obtaining additional financing if required.

Revenue and net income increased for the three months ended March 31, 2023 compared to the same period of last year. The Company is expecting revenue and net income to increase for 2023 based on improving conditions for travel. Cash and cash equivalents were $19.1 million as of March 31, 2023. Although as mentioned above, all merchant payables are classified as current, the expiration dates of these vouchers range between April 2023 through December 2025 with the majority of the vouchers expiring during 2023; provided, that these expiration dates may sometimes be extended on a case-by-case basis. However, if redemption and refund activities are more accelerated, or if we are not able to increase operating income, we may need to obtain additional financing to meet our working capital needs in the future. Management believes that it could raise funds through the issuance of equity securities or through debt securities if necessary. Management therefore concluded that these actions and plans have alleviated the doubt of the Company's ability to continue as a going concern. However, the Company cannot predict, with certainty, the outcome of its action to generate liquidity, including the availability of additional financing on reasonable terms and conditions, or whether such actions would generate the expected liquidity as planned.

Ownership

Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company’s largest shareholder, and as of March 31, 2023 together with Ralph Bartel, in his individual capacity (together, the “Azzurro Parties"), holds approximately 50.5% of the Company's outstanding shares.

Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2022, included in the Company’s Form 10-K filed with the SEC on March 31, 2023.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The financial results of Jack’s Flight Club have been included in our condensed consolidated financial statements from the date of acquisition. Investments in entities where the Company does not have control, but does have significant influence, are accounted for as equity method investments. We have reclassified prior period financial statements to conform to the current period presentation.

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the U.S. Significant estimates included in the consolidated financial statements and related notes include revenue recognition, refund liability, income taxes, stock-based compensation, loss contingencies, useful lives of property and equipment, purchase price allocation for the business combination and related impairment assessment, relating to the projections and assumptions used. Actual results could differ materially from those estimates. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other future period, and the Company makes no representations related thereto.

(b) Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which provides new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For Smaller Reporting Companies (as such term is defined by the SEC), such as Travelzoo, the standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Entities are required to apply this update on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted the ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements.

Below are a summary of the Company's significant accounting policies. For a comprehensive description of our accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2022.

Revenue Recognition

The Company follows Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606).

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company's revenues are primarily advertising fees generated from the publishing of travel and entertainment deals on the Travelzoo website, in the Top 20 email newsletter, in standalone Travelzoo emails and through the Travelzoo Network. The Company also generates transaction-based revenues from the sale of vouchers through our Local Deals and Getaways products and operation of a hotel booking platform and limited offerings of vacation packages and subscription revenues from Jack's Flight Club. The Company's disaggregated revenues are included in “Note 9: Segment Reporting and Significant Customer Information”.

For fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period.

For the Top 20 email newsletter and other email products, the Company recognizes revenues when the emails are delivered to its members.

The Company offers advertising on a cost-per-click basis, which means that an advertiser pays the Company only when a user clicks on an advertisement on Travelzoo properties or Travelzoo Network members’ properties. For these customers, the Company recognizes revenues each time a user clicks on the ad.

The Company also offers advertising on other basis, such as cost-per-impression, which means that an advertiser pays the Company based on the number of times their advertisement is displayed on Travelzoo properties, email advertisements, Travelzoo Network properties, or social media properties. For these customers, the Company recognizes revenues each time an advertisement is shown or email delivered.

For transaction based revenues, including products such as Local Deals, Getaways, hotel platform and vacation packages, the Company evaluates whether it is the principal (i.e., report revenue on a gross basis) versus an agent (i.e., report revenue on a net basis). The Company reports transaction revenue on a net basis because the supplier is primarily responsible for providing the underlying service, and we do not control the service provided by the supplier prior to its transfer to the customer.

For Local Deals and Getaways products, the Company earns a fee for acting as an agent for the sale of vouchers that can be redeemed for services with third-party merchants. Revenues are presented net of the amounts due to the third-party merchants for fulfilling the underlying services and an estimated amount for future refunds. In the second quarter of 2020, the Company expanded its vouchers refund policy in response to pandemic travel restrictions to fully refundable until the voucher expires or is redeemed by the customer. This refund policy has mostly been adjusted as of April 1, 2022, back to fully refundable within fourteen days of purchase unless a surcharge is paid at the time of the voucher purchase for the right to be fully refundable. 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

Jack’s Flight Club revenue is generated from paid subscriptions by members. Subscription options are quarterly, semi-annually, and annually. We recognize the revenue on a pro-rated basis based upon the subscription option.

Commission revenue related to hotel platform is recognized ratably over the period of guest stay, net of an allowance for cancellations based upon historical patterns. For arrangements that are for the booking of non-cancelable reservations where the Company’s performance obligation is deemed to be the successful booking of a hotel reservation, we record revenue for the commissions upon completion of the hotel booking.

The Company’s contracts with customers may include multiple performance obligations in which the Company allocates revenues to each performance obligation based upon its standalone selling price. The Company determines standalone selling price based on its overall pricing objectives, taking into consideration the type of services, geographical region of the customers, normal rate card pricing and customary discounts. Standalone selling price is generally determined based on the prices charged to customers when the product is sold separately.

The Company relies upon the following practical expedients and exemptions allowed for in the ASC 606. The Company expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded in sales and marketing expenses. In addition, the Company does not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less and (b) contracts for which it recognizes revenues at the amount to which it has the right to invoice for services performed.

Deferred revenue primarily consists of customer prepayments and undelivered performance obligations related to the Company’s contracts with multiple performance obligations. As of December 31, 2022, $1.2 million was recorded as deferred revenue for Jack's Flight Club, of which $630,000 was recognized in the three months ended March 31, 2023, $981,000 was recorded as deferred revenue for Travelzoo North America and Travelzoo Europe, of which $250,000 was recognized as revenue in the three months ended March 31, 2023. As of March 31, 2023, the deferred revenue balance was $3.1 million, of which $1.9 million was for Jack's Flight Club and the remaining $1.2 million was for Travelzoo North America and Travelzoo Europe.

Reserve for Refunds to Members

The Company records an estimated reserve for refunds to members based on our historical experience at the time revenue is recorded for Local Deals and Getaways voucher sales. We consider many key factors such as the historical refunds based upon the time lag since the sale, historical reasons for refunds, time period that remains until the deal expiration date, any changes in refund procedures and estimates of redemptions and breakage.

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 voucher refund policy to fully refundable until the voucher expires or is redeemed by the customer. This refund policy has been adjusted starting April 1, 2022, back to fully refundable within fourteen days of purchase unless a surcharge is paid at the time of the voucher purchase for the right to be fully refundable. The expiration dates of vouchers range between April 2023 through December 2025 with the majority of vouchers expiring during 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 of March 31, 2023, the Company had approximately $7.0 million of unredeemed vouchers that had been sold through March 31, 2023, representing the Company’s commission earned from the sale. The Company had estimated a refund liability of $785,000 for these unredeemed vouchers as of March 31, 2023, which is recorded as a reduction of revenues and is reflected as a current liability in accrued expenses and other on the condensed consolidated balance sheet. As of December 31, 2022, the Company had approximately $8.1 million of unredeemed vouchers that had been sold through 2022 representing the Company’s commission earned from the sale and estimated a refund liability of $1.3 million for these unredeemed vouchers as of December 31, 2022, which was recorded as a reduction of revenues and was reflected as a current liability in accrued expenses and other on the condensed consolidated balance sheet. The Company has recorded Merchant Payables of $28.0 million as of March 31, 2023 related to unredeemed vouchers. Insertion orders and merchant agreements for Local Deals are typically for periods between one month and twelve months and are not automatically renewed except for merchant contracts in foreign locations. Should any of these factors change, the estimates made by management will also change, which could impact the level of our future reserve for refunds to member. Specifically, if the financial condition of our advertisers, the business that is providing the vouchered service, were to deteriorate, affecting their ability to provide the services to our members, additional reserves for refunds to members may be required and may adversely affect future revenue as the liability is recorded against revenue.

We record a liability associated with estimated future refunds in accrued expenses on the condensed consolidated balance sheets. Estimated member refunds that are determined to be recoverable from the merchant are recorded in the condensed consolidated statements of operations as a reduction to revenue. Estimated member refunds that are determined not to be recoverable from the merchant are presented as a cost of revenue. If our judgments regarding estimated member refunds are inaccurate, reported results of operations could differ from the amount we previously accrued.

Business Combinations

The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date and adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Identifiable intangible assets

Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The carrying values of all intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill is evaluated for impairment annually, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In testing goodwill for impairment, the Company first uses a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs an impairment test by comparing the book value of net assets to the fair value of the reporting units. The Company performed its annual impairment test as of October 31, 2022 and no impairment charge was identified in connection with the annual impairment test. The Company did not identify any indicators of impairment during the three months ended March 31, 2023.

Operating Leases

The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease payments used to determine the operating lease assets may include lease incentives and stated rent increases. The Company does not include options to extend or terminate until it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The Company elected not to recognize leases with an initial term of 12 months or less on its unaudited condensed consolidated balance sheets.

The Company’s leases are reflected in operating lease ROU assets, operating lease liabilities and long-term operating lease liabilities in our unaudited condensed consolidated balance sheets. The lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company also has a real estate lease agreement which is subleased to a third party. The Company recognizes sublease income in “Other income, net”, on a straight-line basis over the lease term in its condensed consolidated statements of operations.

Certain Risks and Uncertainties

The Company’s business is subject to risks associated with its ability to attract and retain advertisers and offer products or services on compelling terms to our members. The outbreak of coronavirus (COVID-19) in 2020 had an unprecedented impact on the global travel and hospitality industries. Governmental authorities implemented numerous measures to try to contain the virus, including restrictions on travel, quarantines, shelter-in-place orders, business restrictions and complete shut-downs. As the Company and many of our advertisers are part of the global travel and hospitality industries, the measures implemented to contain COVID-19 had a significant negative effect on our business, financial condition, results of operations and cash flows. Many of the Company's advertising partners paused, canceled, and/or stopped advertising. Additionally, there were significant levels of cancellations for the Company's hotel partners and travel package partners and refund requests for our vouchers. Now that COVID-19 and its lingering effects have mostly subsided, we are seeing many of our advertisers and partners return to advertising with us and have altered our policies again to align with the changing environment (including reverting to a 14-day return window for vouchers and implementing a surcharge for vouchers to be fully refundable), although with the emergence of new variants, this trend could stop or even reverse which could result in a material adverse impact on our business and financial performance. It is difficult to estimate the impact of the global pandemic on the Company’s future revenues, results of operations, cash flows, liquidity, or financial condition.

The Company’s cash, cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. The accounts receivables are derived from revenue earned from customers located in the U.S. and internationally. As of March 31, 2023 and December 31, 2022, the Company did not have any customers that accounted for 10% or more of accounts receivables.

As of March 31, 2023, the Company had merchant payables of $28.0 million related to the sale of 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 $6.0 million. Payables to merchants are generally due upon redemption of vouchers. The vouchers expire between April 2023 through December 2025 with the majority of vouchers expiring during 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, management expect that cash on hand as of March 31, 2023 will be sufficient to provide for working capital needs for at least the next twelve months. However, if redemption activity is more accelerated, if the Company’s business is not profitable, or if the Company’s planned targets for cash flows from operations are not met, the Company may need to obtain additional financing to meet its working capital needs in the future. The Company believes that it could obtain additional financing if needed, but there can be no assurance that financing will be available on terms that are acceptable to the Company, if at all.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with maturities of three months or less on the date of purchase. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to refundable for leases.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets to the total amounts shown in the unaudited condensed consolidated statements of cash flows:


	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	19,138	$	18,693
Restricted cash	679		675
Cash, cash equivalents and restricted cash–discontinued operations	9		10
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	19,826	$	19,378

The Company’s restricted cash was included in noncurrent assets as of March 31, 2023 and December 31, 2022.

Note 2: Net Income Per Share

Basic net income per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of dilutive potential common shares outstanding during the period. Potential common shares included in the diluted calculation consist of incremental shares issuable upon the exercise of outstanding stock options calculated using the treasury stock method.

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts):


	Three Months Ended
	March 31,
	2023		2022
Numerator:
Net income attributable to Travelzoo—continuing operations	$	3,675	$	2,370
Net loss attributable to Travelzoo—discontinued operations	$	(2)	$	(11)
Denominator:
Weighted average common shares—basic	15,697		12,056
Effect of dilutive securities: stock options	82		488
Weighted average common shares—diluted	15,779		12,544

Income (loss) per share—basic
Continuing operations	$	0.23	$	0.20
Discontinued operations	—		—
Net income (loss) per share —basic	$	0.23	$	0.20

Income (loss) per share—diluted
Continuing operations	$	0.23	$	0.19
Discontinued operations	—		—
Net income (loss) per share—diluted	$	0.23	$	0.19

For the three months ended March 31, 2023 and 2022, options to purchase 950,000 shares and 50,000 shares of common stock, respectively, were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

Note 3: Acquisitions

Stock Purchase Agreement (“SPA”) between Travelzoo and Azzurro Capital Inc., a Related-Party

In connection with the development of Travelzoo META, the Company acquired MTE, a wholly owned subsidiary of Azzurro, and also completed a private placement of newly issued shares. Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro was the Company’s largest shareholder as of the time of this transaction, and Azzurro and Ralph Bartel owned as of December 31, 2022 approximately 50.3% the Company's outstanding shares. On December 28, 2022, the stockholders of Travelzoo approved the issuance and sale of 3.4 million Shares of Travelzoo to Azzurro, in exchange for certain consideration, and on the Closing Date, the transaction was consummated. The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value $15.2 million. The purchase price was paid as follows: (a) $1.0 million in cash paid on the Closing Date; (b) $4.8 million paid in the form of a promissory note issued on the Closing Date and payable by June 30, 2023 with accrued interest of 12%; and (c) the transfer to the Company of all outstanding capital stock of MTE, which transfer was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company records the $4.8 million promissory note as Note receivable from shareholder in the stockholders' equity section on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

Travelzoo acquired the entire business of MTE. The acquisition was accounted for as an asset acquisition in accordance with ASC Topic 805 – Business Combinations. The fair value of the consideration paid by Travelzoo and allocation of that amount to the underlying assets, on a relative fair value basis, was recorded by the Company as of the Closing Date. Additionally, costs directly related to the MTE acquisition of $184,000 were capitalized as a component of the purchase price.

As a result of the MTE acquisition, the Company also assumed MTE’s historical net operating loss carryforwards of approximately $64.7 million. While these net operating losses (NOLs) may be used to offset future taxable income, the Company determined it is appropriate to record an uncertain tax benefit liability in accordance with ASC Topic 740—Income Taxes. Subject to the provisions of the SPA, Azzurro agreed to indemnify Travelzoo for tax related liabilities in the event of the inability of the Company to utilize any NOLs of MTE as a result of any breach of or inaccuracy in any representation or warranty made by Azzurro, which included the representation that NOLs will be available for use by the Company after the closing for federal and analogous state income tax purposes, including pursuant to section 381(a) of the U.S. tax code, and that, as of the date of the SPA, no NOLs of MTE are subject to any limitation, restriction or impairment on its use. Based on the terms of the agreement, the Company believes that with the uncertain tax position recognized related to the acquired NOLs, that the Company has the right to claim losses against Azzurro if NOLs are not able to be utilized. Therefore, the Company recorded an indemnification asset of $9.5 million for the relative fair value of this indemnification. Any losses indemnified by Azzurro related to the inability to utilize MTE’s net operating loss carry forwards shall be satisfied by Azzurro returning to the Company the number of shares of common stock of Travelzoo corresponding to the value of the loss. Accordingly, the Company has classified this tax indemnification asset as contra-equity in the accompanying condensed consolidated financial statements.

The following table represents the allocation of the total cost of the MTE acquisition to the assets acquired (in thousands):


	Fair Value
Consideration for MTE assets
Fair value of Travelzoo common stock issued	$	15,175
Direct transaction costs	184
Less:
Cash received from Azzurro Capital Inc.	(1,000)
Notes receivable from Azzurro Capital Inc.	(4,753)
Total consideration for MTE assets	$	9,606

Relative fair value of the assets acquired
Cash and cash equivalents	$	6
Prepaid expenses and other	45
Property and equipment	18
Tax indemnification asset	9,537
Total assets acquired	$	9,606

Travelzoo (Europe) Ltd, Sucursal en España Acquired Secret Escapes Limited’s Spanish Business Unit

On March 3, 2022, Travelzoo (Europe) Ltd, Sucursal en Espana, the Spanish branch of Travelzoo (Europe) Limited, a wholly-owned subsidiary of the Company (“Travelzoo Spain”), entered into a Business Unit Purchase Agreement (“BUPA”) with Secret Escapes Limited (“Secret Escapes”) for the purchase of its Spanish business unit, which included, among other things, a database of approximately 940,000 members. The purchase price was 400,000 Euros, with an earn-out opportunity of an additional 100,000 Euros payable by the Company upon the achievement of certain metrics by the business unit in six months (September 2022). The metrics were not achieved and thus no payments were made on the earn-out. Travelzoo was granted the right to use the Secret Escapes name exclusively in Spain for a continuity period of six (6) months. The BUPA contained typical representations and warranties and indemnification protections, as well as a restrictive covenant, whereby Secret Escapes agreed to leave the Spanish market for at least three (3) years, subject to a right to purchase a waiver.

Asset Purchase Agreement between Metaverse Travel Experiences, Inc. f/k/a Azzurro Brands Inc. and Travelzoo

On March 17, 2022, the Company, as Buyer, entered into an Asset Purchase Agreement (the “APA”) with Metaverse Travel Experiences, Inc. f/k/a Azzurro Brands Inc., a New York corporation (the “Seller”) and a wholly-owned subsidiary of Azzurro, the Company’s largest shareholder. Pursuant to the APA, the Company acquired certain assets, primarily comprised of all U.S. members of Secret Escapes Limited, which Seller acquired in March 2021 and licensed exclusively to Travelzoo pursuant to the previously disclosed License Agreement, dated as of March 12, 2021 (the “License Agreement”), in accordance with data privacy and other applicable laws. The License Agreement allowed the Company to exclusively utilize the assets in exchange for a license fee of $412,500 per quarter with a one-year term that automatically renewed. The License Agreement was reviewed and unanimously approved by the Audit Committee of the Board of Directors, which consists solely of independent directors. The purchase price for the transaction was $1.75 million, with $600,000 paid in cash upon closing in

March 2022 and the remaining $1.15 million payable in the form of a credit with Seller relating to prepaid license fees, under the License Agreement. The remaining commitment of the Company under the License Agreement for the then-current remaining term (equal to $825,000) was eliminated.

The Company recorded the transactions with both Secret Escape Limited and Metaverse Travel Experiences, Inc. as asset acquisitions as the assets acquired and liabilities assumed do not meet the definition of a business in Accounting Standards Codification (“ASC”) 805-10. Cost accumulation model was used to account for the cost of the acquisition and the 100,000 Euros earn-out was considered as contingent consideration based on ASC 805-50. Travelzoo acquired the database of members and recorded $2.2 million intangible assets from both agreements.

Acquisition of Jack's Flight Club

Travelzoo acquired 60% of Jack’s Flight Club for an aggregate purchase price of $12.0 million in January 2020. The strategic rationale for the Jack’s Flight Club acquisition was to expand Jack’s Flight Club’s membership to Travelzoo members worldwide, so the members from Travelzoo could also sign up to receive offers from Jack’s Flight Club. The Company renegotiated with Jack’s Flight Club in June 2020 and reached a negotiated settlement which resulted a gain in “General and administrative expenses” for the partial forgiveness for the promissory note issued for the acquisition.

The acquisition has been accounted for using the acquisition method in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, the total purchase consideration of the acquisition is allocated to the tangible assets and identifiable intangible assets and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets is recorded as goodwill. Accordingly, the Company allocated $3.5 million to customer relationships, $2.5 million to trade name and $660,000 to non-compete agreements and the remaining $13.1 million to goodwill. The acquisition related costs were not significant and were expensed as incurred. Jack’s Flight Club's result have been included in the accompanying financial statements from their the dates of acquisition. The Company performed an annual impairment test in October did not identify any further indicators of impairment as of December 31, 2022. The Company also did not identify any indicators of impairment during the three months ended March 31, 2023.

Intangible Assets

The following table represents the fair value and estimated useful lives of intangible assets from the above acquisitions (in thousands):


	Fair Value		Estimated Life (Years)
Customer relationships (Jack's Flight Club)	$	3,500	5.0
Trade name (Jack's Flight Club)	2,460		indefinite
Non-compete agreements (Jack's Flight Club)	660		4.0
Intangible assets (Secret Escape Spain member database)	445		3.0
Intangible assets (Secret Escape U.S. member database)	1,751		2.3

Assets Measured at Fair Value on a Non-recurring Basis

The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value if an impairment is recognized during the period. The fair value measurements are based on Level 3 inputs. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets at fair value.

The goodwill assessment was performed by comparing the fair value of the reporting units to its carrying value. The fair value estimates for the reporting units, were based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The indefinite-lived intangible assets assessment was valued using the relief-from-royalty method, which includes unobservable inputs, classified as Level 3, including projected revenues and approximately 5% royalty rate.

The Company recorded a goodwill impairment of $2.1 million and a Trade name impairment of $810,000 for Jack's Flight Club due to the pandemic in the first quarter of 2020. No impairment charge was identified and recorded for 2021. The Company performed its annual test as of October 31, 2022 and a Trade name impairment charge of $200,000 was recorded as “General and administrative expenses” for Jack's flight club in the fourth quarter of 2022. The revenue for Jack's Flight Club was negatively impacted by the pandemic and did not meet the forecasted growth expectation. No impairment charge was identified and recorded for goodwill in 2022.

The following table represents the activities of intangible assets for the three months ended March 31, 2023 and 2022 (in thousands):


	Jack's Flight Club		Secret Escape Spain		Secret Escape U.S.
Intangible assets—January 1, 2022	3,426
Acquisitions—March 2022	—		445		1,751
Amortization of intangible assets with definite lives	(226)		(12)		(195)
Intangible assets—March 31, 2022	3,200		433		1,556
Amortization of intangible assets with definite lives	(217)		(34)		(194)
Intangible assets—June 30, 2022	2,983		399		1,362
Amortization of intangible assets with definite lives	(216)		(30)		(194)
Intangible assets—September 30, 2022	2,767		369		1,168
Amortization of intangible assets with definite lives	(216)		(42)		(195)
Impairment of trade name—December 31, 2022	(200)		—		—
Intangible assets—December 31, 2022	2,351		327		973
Amortization of intangible assets with definite lives	(168)		(39)		(195)
Intangible assets—March 31, 2023	$	2,183	$	288	$	778

Amortization expense for acquired intangibles was $402,000 and $433,000 for the three months ended March 31, 2023 and 2022, respectively. Expected future amortization expense of acquired intangible assets as of March 31, 2023 is as follows (in thousands):


Years ending December 31,
2023 (excluding the three months ended March 31, 2023)	1,159
2024	587
2025	53
	$	1,799

The Company performed its annual impairment testing of Trade name as of October 31, 2022 using a relief from royalty method. As previously discussed, the Company's impairment test indicated that Jack’s Flight Club’s indefinite lived intangible assets (“Trade name”) was impaired for $200,000 in 2022. No impairment was identified in the three months ended March 31, 2023. As of March 31, 2023, the carrying value of the Trade name was $1.5 million.

Note 4: Commitments and Contingencies

From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if the Company can estimate the potential liability and if the Company believes it is probable that the case will be ruled against it. Accruals for legal contingencies were not material as of March 31, 2023 and December 31, 2022. If a legal claim for which the Company did not accrue is resolved against it, the Company would record the expense in the period in which the ruling was made. The Company believes that the likelihood of an ultimate amount of liability, if any, for any pending claims of any type (alone or combined) that will materially affect the Company’s financial position, results of operations or cash flows is remote. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on the Company’s financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors.

The Company was formed as a result of a combination and merger of entities founded by the Company’s principal shareholder, Ralph Bartel. In 2002, Travelzoo.com Corporation (“Netsurfers”) was merged into the Company. Under and subject to the terms of the merger agreement, holders of promotional shares of Netsurfers who established that they had satisfied certain prerequisite qualifications were allowed a period of 2 years following the effective date of the merger to receive one share of the Company in exchange for each share of common stock of Netsurfers. In 2004, two years following the effective date of the merger, certain promotional shares remained unexchanged. As the right to exchange these promotional shares expired, no additional shares were reserved for issuance. Thereafter, the Company began to offer a voluntary cash program for those who established that they had satisfied certain prerequisite qualifications for Netsurfers promotional shares as further described below.

From 2010 through 2014, the Company became subject to unclaimed property audits of various states in the United States related to the above unexchanged promotional shares and completed settlements with all states. Although the Company has settled the unclaimed property claims with all states, the Company may still receive inquiries from certain potential Netsurfers promotional shareholders that had not provided their state of residence to the Company by April 25, 2004. Therefore, the Company is continuing its voluntary program under which it makes cash payments to individuals related to the promotional shares for individuals whose residence was unknown by the Company and who establish that they satisfy the original conditions required for them to receive shares of Netsurfers, and who failed to submit requests to convert their shares into shares of Travelzoo within the required time period. This voluntary program is not available for individuals whose promotional shares have been escheated to a state by the Company, except those individuals for which their residence was unknown to the Company. The Company did not make material payments for the three months ended March 31, 2023 and 2022.

The total cost of this program cannot be reliably estimated because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price. The Company’s common stock price affects the liability because the amount of cash payments under the program is based in part on the recent level of the stock price at the date valid requests are received. The Company does not know how many of the requests for shares originally received by Netsurfers in 1998 were valid, but the Company believes that only a portion of such requests were valid. In order to receive payment under this voluntary program, a person is required to establish that such person validly held shares in Netsurfers.

The Company leases office space in Canada, Germany, Spain, the U.K., and the U.S. under operating leases. Our leases have remaining lease terms ranging from less than one year to up to eight years. Refer to Note 11 for leases as of March 31, 2023. The Company maintained standby letters of credit (“LOC”) serve as collateral issued to the landlords. The LOCs are collateralized with cash which is included in the line item “Restricted cash” in the Consolidated Balance Sheets.

The Company has purchase commitments aggregating approximately $1.0 million as of March 31, 2023, which represent the minimum obligations the Company has under agreements with certain suppliers. These minimum obligations are less than the Company's projected use for those periods. Payments may be more than the minimum obligations based on actual use.

Note 5: Income Taxes

In determining the quarterly provisions for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on our expected annual income and statutory tax rates in the U.S., Canada, and the U.K. The Company's effective tax rate from continuing operations was 27% and 29%, respectively, for the three months ended March 31, 2023 and 2022. The Company’s effective tax rate for the three months ended March 31, 2023 changed from the three months ended March 31, 2022 primarily due to a decrease in non-deductible stock compensation in the three months ended March 31, 2023.

As of March 31, 2023, the Company is permanently reinvested in certain of its non-U.S. subsidiaries and does not have a deferred tax liability related to its undistributed foreign earnings. The estimated amount of the unrecognized deferred tax liability attributed to future withholding taxes on dividend distributions of undistributed earnings for certain non-U.S. subsidiaries, which the Company intends to reinvest the related earnings indefinitely in its operations outside the U.S., is approximately $694,000.

The Company maintains liabilities for uncertain tax positions. As of March 31, 2023, the Company had approximately $16.9 million in total unrecognized tax benefits, of which up to $16.4 million would favorably affect the Company’s effective income tax rate if realized.

The Company’s policy is to include interest and penalties related to unrecognized tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in the overall income tax provision in the period that such determination is made. As of March 31, 2023 and December 31, 2022, the Company had approximately $746,000 and $704,000 in accrued interest and penalties, respectively.

The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2018 and forward and is subject to California tax examinations for years after 2017.

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, federal and state and foreign country tax law and regulations and changes thereto, the determination of whether valuation allowances for certain tax assets are required or not, audits of prior years' tax returns resulting in adjustments, resolution of uncertain tax positions and different treatment 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.

On March 27, 2020, the CARES Act, which, along with earlier issued IRS guidance, provides for deferral of certain taxes. The CARES Act, among other things, also contains numerous other provisions which may benefit the Company. We continue to assess the effect of the CARES Act and ongoing government guidance related to the global pandemic that may be issued.

Note 6: Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Beginning balance	$	(4,905)	$	(3,793)
Other comprehensive income (loss) due to foreign currency translation, net of tax	80		(138)
Ending balance	$	(4,825)	$	(3,931)

There were no amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2023 and 2022. Accumulated other comprehensive income (loss) consists of foreign currency translation gain or loss.

Note 7: Stock-Based Compensation and Stock Options

The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model. The value of the portion of the award that is expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s condensed consolidated statements of operations.

In September 2015, pursuant to an executed Nonqualified Stock Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 400,000 shares of common stock of the Company, with an exercise price of $8.07 and quarterly vesting beginning on March 31, 2016 (the “2015 Option Agreement”). The 2015 Option Agreement expires in September 2025. The options are now fully vested and the stock-based compensation related to these options was fully expensed. In October 2017, pursuant to an executed Option Agreement, the Company granted Mr. Bartel options to purchase 400,000 shares of common stock, with an exercise price of $6.95 and quarterly vesting beginning on March 31, 2018 (the “2017 Option Agreement”). The 2017 Option Agreement expires in 2027. During 2019, 250,000 options granted pursuant to the 2017 Option Agreement were exercised by Mr. Bartel. The remaining 150,000 options are fully vested and the stock-based compensation related to these options was fully expensed. In September 2019, the Company granted Mr. Bartel options to purchase 400,000 shares of common stock subject to shareholder approval, with an exercise price of $10.79 and quarterly vesting beginning on March 31, 2020 and ending on December 31, 2021 (the “2019 Option Agreement” and together with the 2015 Option Agreement and the 2017 Option Agreements, the “Bartel Option Agreements”). The 2019 Option Agreement expires in 2024. All options granted pursuant to the 2015 Option Agreement and 2017 Option Agreement have been exercised.

On May 29, 2020, the shareholders of the Company approved certain amendments to the Bartel Option Agreements, which increased and repriced all outstanding, unexercised options granted to Mr. Bartel (the “Option Agreement Amendments”). Pursuant to the Option Agreement Amendments and subject to shareholder approval, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the Option Agreement Amendments, which immediately followed the date of approval of the grants from the Board of Directors of the

Company), which was $3.49. Additionally, the Option Agreement Amendments made the following increases: (a) 400,000 additional options to purchase the Company’s common stock pursuant to the 2015 Option Agreement, (b) 150,000 additional options to purchase the Company’s common stock pursuant to the 2017 Option Agreement, and (c) 400,000 additional options to purchase the Company’s common stock pursuant to the 2019 Option Agreement, which resulted in a total of 1,900,000 options granted to Mr. Bartel pursuant to the Option Agreement Amendments. Mr. Bartel’s amended options pursuant to the 2015 Option Agreement and the 2017 Option Agreement were fully vested upon the execution of the applicable Option Agreement Amendment. Therefore, stock-based compensation related to these options was fully expensed in second quarter of 2020. In 2021, 800,000 options granted pursuant to the 2015 Option Agreement, 300,000 options granted pursuant to the 2017 Option Agreement and 260,000 options granted pursuant to the 2019 Option Agreement were exercised by Mr. Bartel, 681,902 shares of common stock were issued as the result of a cashless exercise or net settlement with respect to the option exercise price or taxes which were approved by Travelzoo's Board of Directors. As of December 31, 2021, stock-based compensation related to the 2019 Option Agreement and applicable Option Agreement Amendment was fully expensed. Mr. Bartel exercised the remaining 540,000 options granted pursuant to the 2019 Option Agreement during the three months ended June 30, 2022. The Company received aggregate cash proceeds of $1.9 million. All options granted pursuant to the 2019 Option Agreement have been exercised.

In September 2019, pursuant to executed Option Agreements, the Company granted six employees stock options to purchase 50,000 shares of common stock each (300,000 in the aggregate) with an exercise price of $10.79, of which 75,000 options vest in total and become exercisable annually starting on September 5, 2020 and ending on December 31, 2023. The options expire in September 2024. On May 29, 2020, the shareholders of the Company approved the grants, as well as certain amendments to the Option Agreements, which increased and repriced all outstanding, unexercised options granted to such employees. Pursuant to the applicable amendments, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the amendments to the Option Agreements, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49, the option grants were each increased to 100,000 each, resulting in 300,000 additional options in the aggregate. In 2020, 100,000 unvested options were forfeited upon an employee’s departure, 75,000 options were exercised and 54,258 shares of common stock were issued as the result of a cashless exercise approved by Travelzoo’s Board of Directors. In 2021, 125,000 unvested options were forfeited upon employees’ departure, 150,000 options were exercised and 88,917 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. As of March 31, 2023, 150,000 options were outstanding and 75,000 of these options were vested. Total stock-based compensation related to these option grants of $72,000 and $71,000 was recorded in general and administrative expenses for the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was approximately $121,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 0.4 years.

On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 800,000 shares of common stock to Mr. Ralph Bartel, Chairman of the Board of Directors of the Company, with an exercise price of $3.49 and quarterly vesting beginning June 30, 2020 and ending on March 31, 2022. The options expire in March 2025. This grant was approved at the 2020 Annual Meeting of the shareholders. In 2021, 600,000 options were exercised and 390,809 shares of common stock were issued as the result of the cashless exercises which were approved by Travelzoo’s Board of Directors. Total stock-based compensation related to these option grants of $385,000 was recorded in general and administrative expenses for the three months ended March 31, 2022. Stock-based compensation related to this grant was fully expensed by the end of the first quarter of 2022. As of March 31, 2023, 200,000 options were outstanding and all of these options were vested.

On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 200,000 shares of common stock to two key employees, with an exercise price of $3.49 with annual vesting starting March 30, 2021 and ending on March 31, 2024. The options expire in March 2025. In 2021, 50,000 options were exercised, and 24,474 shares of common stock were issued as the result of the cashless exercises which were approved by Travelzoo’s Board of Directors. In 2022, 50,000 unvested options were forfeited upon one employee's departure, 25,000 options were exercised and 4,676 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. As of March 31, 2023, 75,000 options were outstanding and 50,000 of these options were vested. Total stock-based compensation related to these option grants of $25,000 and $49,000 was recorded in general and administrative expenses for the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was approximately $98,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1 year.

On June 1, 2021, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 50,000 shares of common stock to one employee, with an exercise price of $9.44, with annual vesting starting January 1, 2022 and ending on January 1, 2025. The options expire in January 2026. As of March 31, 2023, 50,000 options were outstanding and 25,000 of these options were vested. Total stock-based compensation related to this option grant of $36,000 was recorded in general and administrative expenses for each of the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was approximately $251,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1.8 years.

In March 2022, pursuant to an executed Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $8.14 and vesting 25% every six months over two years beginning on June 30, 2022 and ending on December 31, 2023. The options expire in March 2027. This grant was approved at the 2022 Annual Meeting of the shareholders. As of March 31, 2023, 600,000 options were outstanding and 300,000 of these options were vested. Total stock-based compensation related to this option grant of $216,000 was recorded in general and administrative expenses for the three months ended March 31, 2023. The Company did not recognize stock-based compensation expense related to this option grant for the three months ended March 31, 2022. As of March 31, 2023, there was approximately $648,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 0.8 years.

In June 2022, the Company granted an employee options to purchase 100,000 shares of common stock with an exercise price of $6.78 and quarterly vesting beginning on September 30, 2022 and ending on June 30, 2025 with vesting based on both time-based service condition and also performance conditions. However, if the performance targets are not met as of the first date on which the time condition is met, the time condition may be extended by one quarter up to three times. The options expire in June 2027. The Company did not recognize stock-based compensation expense for this grant as the performance targets were not achieved and thus no shares were vested in 2022. Total stock-based compensation related to this option grant of $30,000 was recorded in sales and marketing expenses and thus 8,333 shares were vested for the three months ended March 31, 2023. As of March 31, 2023, 100,000 options were outstanding. As of March 31, 2023, there was approximately $338,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 2.25 years.

In March 2023, the Company granted an employee options to purchase 200,000 shares of common stock of the Company, with an exercise price of $4.96 and vesting 12.5% every six months over four years beginning on June 30, 2023 and ending on December 31, 2026. This grant is subject to final approval at the Annual Meeting of Stockholders to be held in June 2023. The options expire in March 2025. As of March 31, 2023, 200,000 options were outstanding and 25,000 of these options were vested. Total stock-based compensation related to this option grant of $17,000 was recorded in general and administrative expenses for the three months ended March 31, 2023. As of March 31, 2023, there was approximately $539,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 3.8 years.

Note 8: Stock Repurchase Program

The Company’s stock repurchase programs assist in offsetting the impact of dilution from employee equity compensation and assist with capital allocation. Management is allowed discretion in the execution of the repurchase program based upon market conditions and consideration of capital allocation.

In the three months ended March 31, 2023, the Company repurchased 34,687 shares of common stock for an aggregate purchase price of $186,000, which were recorded as part of treasury stock as of March 31, 2023. As of March 31, 2023, there were 658,938 shares remaining to be repurchased under this program.

Note 9: Segment Reporting and Significant Customer Information

The Company determines its reportable segments based upon the Company’s chief operating decision maker managing the performance of the business. Historically, the Company managed its business geographically and operated in three reportable segments including Asia Pacific, Europe and North America. During the three months ended March 31, 2020, the Company classified the results of its Asia Pacific segment as discontinued operations in its condensed consolidated financial statements for current and prior periods presented. On January 13, 2020, Travelzoo agreed to the SPA with the Sellers of Jack’s Flight Club to purchase 60% of the Shares. Upon acquisition, the Company’s chief operating decision maker reviewed and evaluated Jack’s Flight Club as a separate segment. In 2020, Travelzoo entered into royalty-bearing licensing agreements with local licensees for Australia, Japan, New Zealand, and Singapore. Travelzoo granted licensees the exclusive use of Travelzoo’s brand, but continuously own the existing members as the licensor. In March 2022, the Company announced the development of Travelzoo META, a subscription service that intends to provide members with exclusive access to innovative, high quality Metaverse travel experiences. On December 30, 2022, the Company acquired Metaverse Travel Experiences, Inc., now Metaverse Travel Experiences, LLC (“MTE”), a Metaverse experience scouting business to support Travelzoo META. The Company’s chief operating decision maker viewed licensing and Travelzoo META business as New Initiatives and reviewed and evaluated New Initiatives as a separate segment. The Company currently has four reportable operating segments: Travelzoo North America, Travelzoo Europe, Jack’s Flight Club and New Initiatives. Travelzoo North America consists of the Company’s operations in Canada and the U.S. Travelzoo Europe consists of the Company’s operations in France, Germany, Spain, and the U.K. Jack’s Flight Club consists of subscription revenue from premium members to access and receive flight deals from Jack’s Flight Club via email or via Android or Apple mobile applications. New Initiatives consists of Travelzoo licensing business and Travelzoo META subscription service and scouting business. Prior periods have been reclassified to conform with the current presentation.

Management relies on an internal management reporting process that provides revenue and segment operating profit (loss) for making financial decisions and allocating resources. Management believes that segment revenues and operating profit (loss) are appropriate measures of evaluating the operational performance of the Company’s segments.

The following is a summary of operating results by business segment (in thousands):


Three Months Ended March 31, 2023	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Revenues from unaffiliated customers	$	14,567	$	6,078	$	948	$	8	$	—	$	21,601
Intersegment revenues (expenses)	191		(191)		—		—		—		—
Total net revenues	14,758		5,887		948		8		—		21,601
Operating profit (loss)	$	4,516	$	457	$	(45)	$	(217)	$	—	$	4,711


Three Months Ended March 31, 2022	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Revenues from unaffiliated customers	$	11,498	$	6,127	$	823	$	5	$	—	$	18,453
Intersegment revenues (expenses)	193		(193)		—		—		—		—
Total net revenues	11,691		5,934		823		5		—		18,453
Operating profit (loss)	$	1,820	$	178	$	23	$	(102)	$	—	$	1,919

Property and equipment are attributed to the geographic region in which the assets are located. Revenues from unaffiliated customers excludes intersegment revenues and represents revenue with parties unaffiliated with the Company and its wholly owned subsidiaries.

The following is a summary of assets by business segment (in thousands):


As of March 31, 2023	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Long-lived assets	$	308	$	86	$	—	$	298	$	—	$	692
Total assets excluding discontinued operations	$	100,683	$	18,357	$	19,560	$	369	$	(72,712)	$	66,257


As of December 31, 2022	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Long-lived assets	$	375	$	86	$	—	$	196	$	—	$	657
Total assets excluding discontinued operations	$	97,693	$	19,253	$	18,737	$	267	$	(68,687)	$	67,263

For the three months ended March 31, 2023 and 2022, the Company did not have any customers that accounted for 10% or more of revenue. As of March 31, 2023 and December 31, 2022, the Company did not have any customers that accounted for 10% or more of accounts receivable.

The following table sets forth the breakdown of revenues (in thousands) by category and segment. Travel revenue includes travel publications (Top 20, Travelzoo website, standalone Travelzoo emails, Travelzoo Network), Getaways vouchers, hotel platform and vacation packages. Local revenue includes Local Deals vouchers and entertainment offers (vouchers and direct bookings).


	Three Months Ended
	March 31,
	2023		2022
Travelzoo North America
Travel	$	14,140	$	11,045
Local	618		646
Total Travelzoo North America revenues	14,758		11,691
Travelzoo Europe
Travel	5,550		5,624
Local	337		310
Total Travelzoo Europe revenues	5,887		5,934
Jack’s Flight Club	948		823
New Initiatives	8		5
Consolidated
Travelzoo Travel	19,690		16,669
Travelzoo Local	955		956
Jack’s Flight Club	948		823
New Initiatives	8		5
Total revenues	$	21,601	$	18,453

Revenue by geography is based on the billing address of the advertiser. Long-lived assets attributed to the U.S. and international geographies are based upon the country in which the asset is located or owned. The following table sets forth revenue for countries that exceed 10% of total revenue (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Revenue
United States	$	13,473	$	10,638
United Kingdom	4,962		3,999
Germany	1,495		2,252
Rest of the world	1,671		1,564
Total revenues	$	21,601	$	18,453

The following table sets forth property and equipment by geographic area (in thousands):


	March 31,		December 31,
	2023		2022
United States	$	201	$	274
Rest of the world	491		383
Total long-lived assets	$	692	$	657

Note 10: Discontinued Operations

On March 10, 2020, Travelzoo issued a press release announcing that it was exiting its loss-making business in Asia Pacific. The decision supports the Company’s strategy to focus on value creation for shareholders by focusing on growing the businesses in North America and Europe.

The Asia Pacific business ceased operations as of March 31, 2020, except for the Company’s Japan and Singapore units, which were held for sale. The Company has classified Asia Pacific as discontinued operations at March 31, 2020. Prior periods have been reclassified to conform with the current presentation. The following table provides a summary of amounts included in discontinued operations for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Revenues	$	—	$	—
Cost of revenues	—		—
Gross profit	—		—

Operating expenses:
Sales and marketing	—		—
Product development	—		—
General and administrative	1		8
Total operating expenses	1		8
Loss from operations	(1)		(8)
Other income (loss), net	(1)		(3)
Income (loss) before income taxes	(2)		(11)
Income tax expense	—		—
Net income (loss)	$	(2)	$	(11)

On June 16, 2020, in connection with its Asia Pacific exit plan, the Company completed a sale of 100% of the outstanding capital stock of Travelzoo Japan to Mr. Hajime Suzuki (the “Japan Buyer”) for consideration of 1 Japanese Yen. The Company recognized a pre-tax loss of $128,000. The parties also entered into a License Agreement, whereby Travelzoo Japan obtained a license to use the intellectual property of Travelzoo exclusively in Japan in exchange for quarterly royalty payments based on revenue over a 5-year term, with an option to renew. An interest free loan was provided to the Japan Buyer for JPY 46.0 million (approximately 46.0 million) to be repaid over 3 years. The Japan Buyer repaid $133,000, $39,000 was repaid during the three months ended March 31, 2023, and the remaining expected to be paid off in 2023. The Company recorded this loan as short-term prepaid expense and other on the consolidated balance sheet as of March 31, 2023. The Company records royalties for its licensing arrangements on a one-quarter lag basis. The Company did not recognize royalties for the three months ended March 31, 2023 and 2022.

On August 24, 2020, the Company completed a sale of 100% of the outstanding capital stock of Travelzoo Singapore, to an unaffiliated entity, Finest Hotels Pty Ltd d/b/a Travelzoo (“AUS Buyer”), which is fully owned by Mr. Julian Rembrandt, the former General Manager of Southeast Asia and Australia of the Company for consideration of 1 Singapore Dollar. The parties also entered into a License Agreement, whereby the AUS Buyer obtained a license to use the intellectual property of Travelzoo exclusively in Australia, New Zealand and Singapore and non-exclusively in China and Hong Kong for quarterly

royalty payments based upon revenue over a 5 year term, with an option to renew. The non-exclusive license in China and Hong Kong was terminated by Travelzoo. Travelzoo was not able to estimate whether the AUS Buyer will generate revenues based on the current uncertainties, and no amount has been recorded for future royalties under this agreement. The Company records royalties for its licensing arrangements on a one-quarter lag basis. The Company recorded $8,000 and $5,000 in licensing revenue from the licensee in Australia, New Zealand, and Singapore for the three months ended March 31, 2023 and 2022, respectively.

The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities from discontinued operations in the Condensed Consolidated Balance Sheets (in thousands):


	March 31, 2023		December 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$	9	$	10
Accounts receivable, net	—		—
Prepaid expenses and other	1		1
Total assets from discontinued operations	$	10	$	11
LIABILITIES
Accounts payable	$	404	$	403
Accrued expenses and other	14		13
Income tax payable	24		24
Deferred revenue	11		12
Total liabilities from discontinued operations	$	453	$	452

The net cash used in operating activities for the discontinued operations for the three months ended March 31, 2023 and 2022, were as follows (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Net cash used in operating activities	$	(1)	$	(10)

Note 11: Leases

The Company has operating leases for real estate and certain equipment. The Company leases office space in Canada, Germany, Spain, the U.K., and the U.S. under operating leases. Our leases have remaining lease terms ranging from less than one year up to seven years. Certain leases include one or more options to renew. In addition, we sublease real estate to a third party. All of our leases qualify as operating leases.

The following table summarizes the components of lease expense for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Operating lease cost	$	674	$	685
Short-term lease cost	20		—
Variable lease cost	150		221
Sublease income	(90)		(86)
Total lease cost	$	754	$	820

For the three months ended March 31, 2023 and 2022, cash payments against the operating lease liabilities totaled $860,000 and $938,000, respectively. There was no ROU assets obtained in exchange for lease obligations for three months ended March 31, 2023 and 2022.

The following table summarizes the presentation in our condensed consolidated balance sheets of our operating leases (in thousands):


		March 31, 2023			December 31, 2022
Assets:
	Operating lease right-of-use assets	$	6,852		$	7,440

Liabilities:
	Operating lease liabilities	$	2,682		$	2,972
	Long-term operating lease liabilities	7,926			8,326
	Total operating lease liabilities	$	10,608		$	11,298

Weighted average remaining lease term (years)		5.79			5.87
Weighted average discount rate		4.2		%	4.3		%

Maturities of lease liabilities were as follows (in thousands):


Years ending December 31,
2023 (excluding the three months ended March 31, 2023)	$	2,237
2024	2,141
2025	1,782
2026	1,386
2027	1,350
Thereafter	2,925
Total lease payments	11,821
Less interest	(1,213)
Present value of operating lease liabilities	$	10,608

Note 12: Non-Controlling Interest

The Company’s consolidated financial statements include Jack's Flight Club where the Company has operating control but owns 60% of the equity interest.

The non-controlling interest for the three months ended March 31, 2023 and 2022 was as follow (in thousands):


Non-controlling interest—January 1, 2022	$	4,600
Net loss attributable to non-controlling interest	4
Non-controlling interest—March 31, 2022	4,604
Net loss attributable to non-controlling interest	30
Non-controlling interest—June 30, 2022	4,634
Net loss attributable to non-controlling interest	2
Non-controlling interest—September 30, 2022	4,636
Net loss attributable to non-controlling interest	(41)
Non-controlling interest—December 31, 2022	4,595
Net loss attributable to non-controlling interest	8
Non-controlling interest—March 31, 2023	$	4,603

Note 13: Related Party Transactions

Ralph Bartel, who founded Travelzoo and who is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. As of March 31, 2023, Azzurro is the Company's largest stockholder, and together with Ralph Bartel, in his individual capacity, hold approximately 50.5% of the Company's outstanding shares. Holger Bartel, the

Company's Global Chief Executive Officer, is Ralph Bartel's brother and holds approximately 4.2% of the Company's outstanding shares.

Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc.

In connection with the development of Travelzoo META, the Company acquired MTE, a wholly owned subsidiary of Azzurro, and also completed a private placement of newly issued shares. Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company’s largest shareholder as of the time of this transaction and as of December 31, 2022, Azzurro and Ralph Bartel owned approximately 50.3% the Company's outstanding shares. On December 28, 2022, the stockholders of Travelzoo approved the issuance and sale of 3.4 million Shares to Azzurro, in exchange for certain consideration, and on the Closing Date, the transaction was consummated. The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value $15.2 million. The purchase price was paid as follows: (a) $1.0 million in cash paid on the Closing Date; (b) $4.8 million paid in the form of a promissory note issued on the Closing Date and payable by June 30, 2023 with accrued interest of 12%; and (c) the transfer to the Company of all outstanding capital stock of MTE, which transfer was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company recorded the $4.8 million promissory note as Note receivable from shareholder in the stockholders' equity section on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The related interest of $143,000 was recorded in Prepaid expenses and other on the condensed consolidated balance sheet as of March 31, 2023.

License Agreement with Azzurro Brands Inc. and subsequent Asset Purchase Agreement

On March 12, 2021, the Company, with the approval of the Audit Committee of the Board of Directors, which consists solely of independent directors, entered into a License Agreement (the “License Agreement”) with Azzurro Brands Inc., a New York corporation (“Azzurro Brands”) and wholly-owned subsidiary of Azzurro, the Company’s largest shareholder. Pursuant to the terms of the License Agreement, the Company was granted the exclusive right and license to use a database of 2.2 million non-duplicated subscribers that Azzurro Brands purchased from a competitor of Travelzoo. The License Agreement required that the Company pay a license fee of $413,000 per quarter with an initial payment of $894,000 due upon execution, which covers the period from execution until September 30, 2021. The License Agreement had a term of one (1) year with an automatic renewal, terminable by either party with sixty (60) days’ written notice before the end of the term. The License Agreement contained customary representations and warranties. The payment of $894,000 was made in the first quarter of 2021 and recorded in sales and marketing expenses in 2021. The second payment of $701,000 was made in the second quarter of 2021 which covers the period from October 2021 through March 2022 and recorded in sales and marketing expenses and prepaid expenses and other. Travelzoo renewed the License Agreement in January 2022 for a license fee of $413,000 per quarter and made the payment of $800,000 to cover the period from April 2022 to September 2022 in the fourth quarter of 2021 and was recorded in Prepaid expenses-Related party, which totaled $1.15 million as of December 31, 2021.

On March 17, 2022, the Company, as Buyer, entered into an Asset Purchase Agreement (the “APA”) with Azzurro Brands to purchase the database previously utilized by Travelzoo in accordance with the License Agreement. The purchase price for the transaction was $1.75 million, with $600,000 paid in cash upon closing in March 2022 and the remaining $1.15 million payable in the form of a credit with Seller relating to prepaid license fees, under the License Agreement. The remaining commitment of the Company under the License Agreement for the then-current remaining term (equal to $825,000) was eliminated.

Stock Option Agreement

In March 2022, the Compensation Committee of the Board of Directors granted Holger Bartel 600,000 stock options that vest through December 31, 2023. This grant was approved by the shareholders of the Company at the 2022 annual meeting of shareholders. Holger Bartel is the brother of Ralph Bartel and is our Global Chief Executive Officer. See Note 3 to the unaudited condensed consolidated financial statements for further information.

Profits from Sale and Purchase of Travelzoo Common Stock within Six Month Period

Holger Bartel completed sales and purchases of 25,000 shares of Travelzoo common stock within a six month period ended July 29, 2022. Per Section 16(b) of Securities and Exchange Act, he agreed to immediately remit to the Company $46,000 in profits gained from these transactions during the three months ended September 30, 2022.

Note 14: Restatement of previously issued financial statements

The Company restated its previously issued Condensed Consolidated Financial Statements as of and for the three month ended March 31, 2023. In connection with the preparation of our second quarter 2023 condensed consolidated financial statements, Travelzoo realized that the non-controlling interest (NCI) classification during the first quarter of 2022, the second quarter of 2022, the third quarter of 2022, the year ended December 31, 2022 and the first quarter of 2023 had not been correctly updated. When the put/call option in the Company’s stock purchase agreement with JFC Travel Group Co. expired in January 2022, the Company did not reclassify the NCI from temporary equity to permanent equity. The reclassification of NCI from temporary equity to permanent equity reduced temporary equity and increased permanent equity by $4.6 million but did not have any impact on the Company's previously reported total assets, total liabilities and stockholders’ equity, results of operations or cash flows.

The impacts from the restatement as of and for the three months ended March 31, 2023 are as follows (in thousands):

Condensed Consolidated Balance Sheet:


	March 31, 2023
	As Reported		Adjustments		As Restated
Non-controlling interest	$	4,603	$	(4,603)	$	—
Stockholders’ equity:
Total Travelzoo stockholders’ equity	8,219		—		8,219
Non-controlling interest	—		4,603		4,603
Total stockholders’ equity	$	8,219	$	4,603	$	12,822

Condensed Consolidated Statement of Stockholders’ Equity:


	March 31, 2023
	As Reported		Adjustments		As Restated
Total Travelzoo stockholders’ equity	$	8,219	$	—	$	8,219
Non-controlling interest	—		4603		4,603
Total stockholders’ equity	$	8,219	$	4,603	$	12,822

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 about Travelzoo 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 of Travelzoo 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 other SEC 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

We are a global Internet media company. Travelzoo® provides its 30 million members with exclusive offers and one-of-a-kind experiences personally reviewed by our deal experts around the globe. We have our finger on the pulse of outstanding travel, entertainment, and lifestyle experiences. We work in partnership with more than 5,000 top travel suppliers—our long-standing relationships give Travelzoo members access to irresistible offers.

Travelzoo attracts a high-quality audience of travel enthusiasts across multiple digital platforms, including email, websites, social media and mobile applications. The Travelzoo website is visited by 5.4 million to 6.6 million unique visitors each month. We have over 4.5 million followers on Facebook, Instagram, and Twitter, Our Apple and Android mobile applications have been downloaded 7.4 million times.

We also license Travelzoo products and our intellectual property to licensees in various countries in Asia Pacific, including but not limited to Australia, Japan and Southeast Asia.

In March 2022, we announced the development of Travelzoo META, a subscription service that intends to provide members with exclusive access to innovative, high quality Metaverse travel experiences. On December 30, 2022, we acquired MTE, a Metaverse experience scouting business to support Travelzoo META.

Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc.

In connection with the development of Travelzoo META, the Company acquired MTE, a wholly owned subsidiary of Azzurro, and also completed a private placement of newly issued shares. Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company’s largest shareholder as of the time of this transaction and as of December 31, 2022, Azzurro and Ralph Bartel owned approximately 50.3% the Company's outstanding shares. On December 28, 2022, the stockholders of Travelzoo approved the issuance and sale of 3.4 million Shares to Azzurro, in exchange for certain consideration, and on the Closing Date, the transaction was consummated. The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value $15.2 million. The purchase price was paid as follows: (a) $1.0 million in cash paid on the Closing Date; (b) $4.8 million paid in the form of a promissory note issued on the Closing Date and payable by June 30, 2023 with accrued interest of 12%; and (c) the transfer to the Company of all outstanding capital stock of MTE, which transfer was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company recorded the $4.8 million promissory note as Note receivable from shareholder in the stockholders' equity section on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The related interest of $143,000 was recorded in Prepaid expenses and other on the condensed consolidated balance sheet as of March 31, 2023.

Jack’s Flight Club

APAC Exit and Pivot to Licensing Model

Government funding

Historically, the Company managed its business geographically and operated in three reportable segments including Asia Pacific, Europe and North America. During the three months ended March 31, 2020, the Company classified the results of its Asia Pacific segment as discontinued operations in its condensed consolidated financial statements for current and prior periods presented. On January 13, 2020, Travelzoo agreed to the SPA with the Sellers of Jack’s Flight Club to purchase 60% of the Shares. Upon acquisition, the Company’s chief operating decision maker reviewed and evaluated Jack’s Flight Club as a separate segment. In 2020, Travelzoo entered into royalty-bearing licensing agreements with local licensees for Australia, Japan, New Zealand, and Singapore. Travelzoo granted licensees the exclusive use of Travelzoo’s brand, but continuously own the existing members as the licensor. In March 2022, the Company announced the development of Travelzoo META, a subscription service that intends to provide members with exclusive access to innovative, high quality Metaverse travel experiences. On December 30, 2022, the Company acquired MTE, a Metaverse experience scouting business to support Travelzoo META. The Company’s chief operating decision maker viewed licensing and Travelzoo META as New Initiatives and reviewed and evaluated New Initiatives as a separate segment. The Company currently has four reportable operating segments: Travelzoo North America, Travelzoo Europe, Jack’s Flight Club and New Initiatives. Travelzoo North America consists of the Company’s operations in Canada and the U.S. Travelzoo Europe consists of the Company’s operations in France, Germany, Spain, and the U.K. Jack’s Flight Club consists of subscription revenue from premium members to access and receive flight deals from Jack’s Flight Club via email or via Android or Apple mobile applications. New Initiatives consists of Travelzoo licensing business and Travelzoo META subscription service and scouting business.

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.

How We Generate Revenues

Travelzoo

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 on Travelzoo’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 between April 2023 through December 2025 with the majority of vouchers expiring during 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 of March 31, 2023, the Company had approximately $7.0 million of unredeemed vouchers that had been sold through March 31, 2023 representing the Company’s commission earned from the sale. The Company had estimated a refund liability of $0.8 million for these unredeemed vouchers as of March 31, 2023 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 $28.0 million as of March 31, 2023 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.

Jack’s Flight Club

Jack’s Flight Club revenue is generated from paid subscriptions by members. Subscription options are quarterly, semi-annually, and annually. We recognize the revenue monthly pro rata over the subscription period.

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 and generate subscription revenue through Jack’s Flight Club 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.

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 was slowed or stopped, including but not limited to, marketing, technology and human resources. For example, in 2020, the Company ceased operations in Asia 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. Instead, the Company is beginning to invest again in marketing, technology and human resources in line with the recovery of its revenue from the effects of the pandemic.

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.

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
	March 31,
	2023		2022
Revenues	100.0	%	100.0	%
Cost of revenues	12.5		15.3
Gross profit	87.5		84.7
Operating expenses:
Sales and marketing	43.0		46.5
Product development	2.3		2.5
General and administrative	20.4		25.3
Total operating expenses	65.7		74.3
Operating income	21.8		10.4
Other income, net	1.6		7.7
Income from continuing operations before income taxes	23.4		18.1
Income tax expense	6.4		5.2
Income from continuing operations	17.0		12.9
Loss from discontinued operations, net of taxes	—		(0.1)
Net income	17.0		12.8
Net income attributable to non-controlling interest	—		—
Net income attributable to Travelzoo	17.0	%	12.8	%

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
	March 31,
	2023		2022
North America
Total members (1)	16,280,000		16,663,000
Average cost per acquisition of a new member	$	2.79	$	1.92
Revenue per member (2)	$	3.63	$	2.77
Revenue per employee (3)	$	465,000	$	393,000
Mobile application downloads	4,158,000		4,014,000
Social media followers	3,282,000		3,252,000
Europe
Total members (1)	9,059,000		9,062,000
Average cost per acquisition of a new member	$	3.31	$	1.13
Revenue per member (2)	$	2.61	$	2.83
Revenue per employee (3)	$	23,200	$	227,000
Mobile application downloads	2,356,000		2,161,000
Social media followers	906,000		898,000
Jack's Flight Club
Total members	1,980,000		1,735,000
Consolidated
Total members (1)	27,319,000		27,460,000
Average cost per acquisition of a new member	$	2.97	$	1.25
Revenue per member (2)	$	2.83	$	2.47
Revenue per employee (3)	$	361,000	$	315,000
Mobile application downloads	7,524,000		7,181,000
Social media followers	4,188,000		4,150,000

(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.

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, standalone Travelzoo emails, 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
	March 31,
	2023		2022
Travelzoo North America
Travel	$	14,140	$	11,045
Local	618		646
Total Travelzoo North America revenues	14,758		11,691
Travelzoo Europe
Travel	5,550		5,624
Local	337		310
Total Travelzoo Europe revenues	5,887		5,934
Jack’s Flight Club	948		823
New Initiatives	8		5
Consolidated
Travelzoo Travel	19,690		16,669
Travelzoo Local	955		956
Jack’s Flight Club	948		823
New Initiatives	8		5
Total revenues	$	21,601	$	18,453

Travelzoo North America

North America revenues increased $3.1 million for the three months ended March 31, 2023 from the three months ended March 31, 2022. This increase was primarily due to $3.1 million increase in Travel revenues, offset partially by $28,000 decrease in Local revenues. The increase in Travel revenue of $3.1 million was primarily due to $2.5 million increase as a result of higher revenues from Top 20 and Newsflash, $243,000 increase in hotel commission and $237,000 increase in Getaways revenue due to a decrease in number of vouchers sold. The decrease in Local revenues of $28,000 was primarily due to the decrease in number of Local Deals vouchers sold.

Travelzoo Europe

Europe revenues decreased $47,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022. The decrease was primarily due to $373,000 negative impact from foreign currency movements relative to the U.S. dollar offset partially by $273,000 increase in Travel revenues and $54,000 increase in Local revenue. The increase in Travel revenue of $273,000 was primarily due to $1.4 million increase as a result of higher revenues from Top 20 and Newsflash, offset partially by $1.2 million decrease in Getaways revenue due to a decrease in number of vouchers sold. The increase in Local revenues of $54,000 was primarily due to the increase in number of Local Deals vouchers sold.

Jack’s Flight Club

Travelzoo acquired 60% of the Shares of Jack’s Flight Club on January 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 $125,000 for three months ended March 31, 2023 from the three and nine months ended March 31, 2022 due to the increase of premium members.

New Initiatives

In 2020, Travelzoo entered into royalty-bearing licensing agreements with local licensees for Australia, Japan, New Zealand, and Singapore. Travelzoo granted licensees the exclusive use of Travelzoo’s brand, but continuously own the existing members as the licensor. In March 2022, the Company announced the development of Travelzoo META, a subscription service that intends to provide members with exclusive access to innovative, high quality Metaverse travel experiences. On December 30, 2022, the Company acquired MTE, a Metaverse experience scouting business to support Travelzoo META. Revenue from New Initiatives business segment was $8,000 and $5,000 for the three months ended March 31, 2023 and 2022, respectively.

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 and related expenses associated with network operations and customer service employees. Cost of revenues was $2.7 million and $2.8 million, respectively, for the three months ended March 31, 2023 and 2022.

Cost of revenues decreased $141,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 primarily due to $122,000 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 and related 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 $9.3 million and $8.6 million for the three months ended March 31, 2023 and 2022, respectively. Advertising expenses consist primarily of online advertising which we refer to as traffic acquisition cost and member acquisition costs. For the three months ended March 31, 2023 and 2022, advertising expenses accounted for 25% and 18%, 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 $715,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022. The increase was primarily due to $660,000 increase in member acquisition costs.

Product Development

Product development expenses consist primarily of salary and related expenses associated with software development employees, fees for professional services, software maintenance, amortization, and facilities costs. Product development expenses were $490,000 and $453,000 for the three months ended March 31, 2023 and 2022, respectively.

Product development expenses increased $37,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 primarily due to the expenses of the New Initiative segment for developing Travelzoo META and scouting Metaverse travel experiences.

General and Administrative

General and administrative expenses consist primarily of salary and related expenses associated with administrative and executive employees, bad debt expense, professional service expenses, legal expenses, amortization of intangible assets, general office expense and facilities costs. General and administrative expenses were $4.4 million and $4.7 million for the three months ended March 31, 2023 and 2022, respectively.

General and administrative expenses decreased $255,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 primarily due to $331,000 decrease in salary and headcount related expenses which included the decrease of stock-based compensation expense.

Other Income, net

Other income, net consisted primarily of foreign exchange transactions gains and losses, sublease income, German federal government funding for Corona-related pandemic relief, interest income earned on cash, cash equivalents and restricted cash as well as interest expense.

Other income, net was $350,000 and $1.4 million, respectively, for the three months ended March 31, 2023 and 2022. The decrease of $1.1 million for the three months ended March 31, 2023 from the three months ended March 31, 2022 was due primarily to the $1.2 million German federal government funding for COVID pandemic relief the Company received in the three months ended March 31, 2022.

Income Taxes

Our income is generally taxed in the U.S., Canada and U.K. Our income tax provision reflects federal, state and country statutory rates applicable to our worldwide income. Income tax expense was $1.4 million and $968,000, respectively, for the three months ended March 31, 2023 and 2022. Our effective tax rate was 27% and 29%, respectively, for the three months ended March 31, 2023 and 2022, respectively. Our effective tax rate changed for the three months ended March 31, 2023 from three months ended March 31, 2022 primarily due to a decrease in non-deductible stock compensation in the three months ended March 31, 2023

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 March 31,
	2023			2022
	(In thousands)
Revenues	$	14,758		$	11,691
Operating profit	$	4,516		$	1,820
Operating profit as a % of revenue	30.6		%	15.6		%

North America revenues increased by $3.1 million for the three months ended March 31, 2023 from the three months ended March 31, 2022 (see “Revenues” above). North America expenses increase by $371,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022. The increase was primarily due to $848,000 increase in member acquisition costs, offsets partially by $266,000 decrease in software and licenses expenses and $212,000 decrease in legal expenses.

Travelzoo Europe


	Three Months Ended March 31,
	2023			2022
	(In thousands)
Revenues	$	5,887		$	5,934
Operating profit	$	457		$	178
Operating profit as a % of revenue	7.8		%	3.0		%

Europe revenues decreased by $47,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 (see “Revenues” above). Europe expenses decreased by $326,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 primarily due to decrease in in salary and headcount related expenses.

Foreign currency movements relative to the U.S. dollar negatively impacted our local currency income from our operations in Europe by approximately $92,000 for the three months ended March 31, 2023. Foreign currency movements relative to the U.S. dollar positively impacted our local currency income from our operations in Europe by approximately $9,000 for the three months ended March 31, 2022.

Jack’s Flight Club


	Three Months Ended March 31,
	2023			2022
	(In thousands)
Revenues	$	948		$	823
Operating profit (loss)	$	(45)		$	23
Operating profit (loss) as a % of revenue	(4.7)		%	2.8		%

Jack’s Flight Club revenues increased by $125,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 (see “Revenues” above). Jack’s Flight Club expenses increased by $193,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 primarily due to an increase in advertising and marketing expenses.

New Initiatives


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Revenues	$	8	$	5
Operating profit (loss)	$	(217)	$	(102)

New Initiatives segment consists of Travelzoo licensing business and Travelzoo META subscription service and scouting business. Licensing revenue was $8,000 and $5,000 for the three months ended March 31, 2023 and 2022, respectively. New Initiatives segment expenses increased by $118,000 for the three months ended March 31, 2023 from the three months ended March 31, 2022 primarily due to $57,000 increase in in salary and headcount related expenses and $41,000 increase in professional service cost for product development.

Liquidity and Capital Resources

As of March 31, 2023, we had $19.1 million in cash and cash equivalents, of which $10.6 million was held outside the U.S. in our foreign operations. If this cash is distributed to the U.S., we may be subject to additional U.S. taxes in certain circumstances. We also had $679,000 in restricted cash held in the U.S. as of March 31, 2023.

Cash, cash equivalents and restricted cash increased $449,000 from $19.4 million as of December 31, 2022 to $19.8 million as of March 31, 2023 primarily due to $535,000 cash provided by operating activities.

As of March 31, 2023, the Company had merchant payables of $28.0 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 $6.0 million. Payables to merchants are generally due upon redemption of vouchers. The vouchers expire between April 2023 through December 2025 with the majority of vouchers expiring during 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 March 31, 2023 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:


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Net cash provided by (used in) operating activities	$	535	$	(6,764)
Net cash used in investing activities	(72)		(942)
Net cash used in financing activities	(186)		—
Effect of exchange rate changes on cash, cash equivalents and restricted cash	171		(524)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	448	$	(8,230)

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 provided by operating activities for the three months ended March 31, 2023 was $535,000, which primarily consisted of net income of $3.7 million, offset partially by $3.2 million decrease in cash from changes in operating assets and liabilities. The decrease in cash from changes in operating assets and liabilities was primarily due to $4.6 million decrease in merchant payables, offset partially by $911,000 increase in accrued expenses and other. Adjustments for non-cash items primarily consisted of $478,000 for depreciation and amortization and $396,000 for stock-based compensation, offset partially by $712,000 reversal of reserves from accounts receivable and other.

Net cash used in operating activities for the three months ended March 31, 2022 was $6.8 million, which primarily consisted of $8.8 million decrease in cash from changes in operating assets and liabilities and $366,000 decrease in non-cash items, offset partially by net income of $2.4 million. The decrease in cash from changes in operating assets and liabilities was primarily due to $8.0 million decrease in merchant payables. Adjustments for non-cash items primarily consisted of $1.4 million reversal of reserves from accounts receivable and other reserves, offset partially by $574,000 for depreciation and amortization and $542,000 for stock-based compensation.

Cash paid for income tax, net of refunds received, during the three months ended March 31, 2023 and 2022 was $74,000 and $259,000, respectively.

Net cash used in investing activities for the three months ended March 31, 2023 and 2022 was $72,000 and $942,000, respectively. The cash used in investing activities for the three months ended March 31, 2023 was primarily consisted of the $111,000 purchases of property and equipment. The cash used in investing activities for the three months ended March 31, 2022 was primarily consisted of the $1.0 million for purchases of intangible assets.

Net cash used for financing activities for the three months ended March 31, 2023 was $186,000. The cash used for financing activities for the three months ended March 31, 2023 was consisted of $186,00 for the repurchase of common stock. The Company did not incur cash activities for the three months ended March 31, 2022.

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 by April 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 of Travelzoo within the required time period. This voluntary program is not available for individuals whose promotional shares have been escheated to a state by us.

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 of Travelzoo 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.

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 and penalties, of approximately $17.6 million as of March 31, 2023. See “Note 5: Income Taxes” to the accompanying unaudited condensed consolidated financial statements for further information.

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 ended December 31, 2022 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of the Company’s Global Chief Executive Officer (CEO) and Principal Accounting Officer (PAO), as of March 31, 2023, our CEO and PAO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in U.S. SEC rules and forms, and that such information is accumulated and communicated to management, including our CEO and PAO, as appropriate, to allow timely decisions regarding required disclosure.

Subsequent to that evaluation and as a result of the restatement discussed in the explanatory note, our CEO and PAO concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of March 31, 2023.

Material Weakness

We have identified a material weakness in our internal control over financial reporting related to having sufficient resources for the accounting for certain non-routine, non-recurring, unusual or complex transactions within our financial statement closing and reporting process. Specifically, the Company did not have internal financial staff with sufficient specific expertise to ensure complete and timely financial reporting and disclosures related to technical and complex accounting transactions.

Remediation Plan

We have made progress towards remediation and continue to implement our remediation plan for the material weakness in internal control over financial reporting described above. Specifically, we realigned certain of our personnel, improved reporting processes, and designed and implemented new controls in preparation for the next non-routine, non-recurring, unusual or complex transaction. We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time.

As outlined above, we are in the process of taking steps to remediate the material weakness previously reported related to non-routine, non-recurring, unusual or complex transactions. During the quarter ended March 31, 2023, we made no other changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2023, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under “Note 4—Commitments and Contingencies” to the accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which are incorporated herein by reference. These risk factors could materially affect our business, financial position, or results of operations. These are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or results of operations.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

We repurchased 34,687 shares of our common stock during the three months ended March 31, 2023.


Period	Total Number of Shares Purchased	Average Price paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Shares the May Yet be Purchased Under the Program
January 1, 2023–January 31, 2023	6,651	$	4.77	6,651	686,974
February 1, 2023–February 28, 2023	—	$	—	—	686,974
March 1, 2023–March 31, 2023	28,036	$	5.50	28,036	658,938
	34,687			34,687

In June 2022, the Company announced that its Board of Directors approved a stock repurchase program authorizing the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock. In 2022, the Company repurchased 306,375 shares of common stock for an aggregate purchase price of $1.6 million. As of December 31, 2022, there were 693,625 shares remaining to be repurchased under this program. The Company repurchased 34,687 shares of common stock in the three months ended March 31, 2023 for $186,000. There were 658,938 shares remaining to be repurchased under this program as of March 31, 2023.

Item 3: Defaults Upon Senior Securities

None.

Item 4: Mine Safety Disclosures

None.

Item 5: Other Information

None.

Item 6. Exhibits

The following table sets forth a list of exhibits:


Exhibit Number	Description

3.1	—	Certificate of Incorporation of Travelzoo (Incorporated by reference to our Pre-Effective Amendment No. 6 to our Registration Statement on Form S-4 (File No. 333-55026), filed February 14, 2002)

3.2	—	Certificate of Amendment of Certificate Incorporation of Travelzoo (File No. 000-50171), filed May 10, 2017)

3.3	—	Certificate of Amendment of Certificate of Incorporation to Authorize a Reduction of the Authorized Number of Shares of Our Common Stock from 40,000,000 to 20,000,000 Shares

3.4	—	Amended and Restated By-laws of Travelzoo (Incorporated by reference to Exhibit 3.5 on Form 8-K (File No. 000-50171), filed April 5, 2022).

10.1	—	Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No. 000-50171), filed November 9, 2007)

31.1‡	—	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2‡	—	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†	—	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†	—	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†		XBRL Instance Document

101.SCH†		XBRL Taxonomy Extension Schema Document

101.CAL†		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†		XBRL Taxonomy Extension Label Linkbase Document

101.PRE†		XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit is a management contract or a compensatory plan or arrangement.

‡ Filed herewith

† Furnished herewith

SIGNATURE

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 thereunto duly authorized.


			TRAVELZOO
			(Registrant)


			By:			/s/ LIJUN QI
						Lijun Qi
						On behalf of the Registrant and as Principal Accounting Officer

Date: August 14, 2023

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Holger Bartel, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Travelzoo;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



			/s/ HOLGER BARTEL
			Holger Bartel
			Global Chief Executive Officer

Date: August 14, 2023

Exhibit 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lijun Qi, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Travelzoo;

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



			/s/ LIJUN QI
			Lijun Qi
			Principal Accounting Officer

Date: August 14, 2023

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, and in connection with the quarterly report of Travelzoo on Form 10-Q/A for the three months ended March 31, 2023, the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that (1) this report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date:

August 14, 2023

By:

/s/ HOLGER BARTEL

Holger Bartel

Global Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Date:

August 14, 2023

By:

/s/ LIJUN QI

Lijun Qi

Principal Accounting Officer

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	Aug. 10, 2023
Cover [Abstract]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	000-50171
Entity Registrant Name	Travelzoo
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4415727
Entity Address, Address Line One	590 Madison Avenue
Entity Address, Address Line Two	35th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	-1300
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TZOO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,910,098
Entity Central Index Key	0001133311
Amendment Flag	true
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Amendment Description	This Amendment No. 1 to our Quarterly Report on Form 10-Q/A (“Form 10-Q/A” or “Amended First Quarter 2023 Quarterly Report”) amends and restates certain information included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2023 (the “Original First Quarter 2023 Quarterly Report”). As previously announced in our Current Report on Form 8-K filed with the SEC on August 8, 2023, in connection with the preparation of our second quarter 2023 condensed consolidated financial statements, Travelzoo (the “Company”, “management”, “we”) realized that the presentation of the non-controlling interest (NCI) classification during the first quarter of 2022, the second quarter of 2022, the third quarter of 2022, the year ended December 31, 2022 and the first quarter of 2023 had not been correctly updated in the consolidated balance sheet and consolidated statement of stockholders’ equity. Specifically, when the put/call option in the Company’s stock purchase agreement with JFC Travel Group Co. expired in January 2022, the Company did not reclassify the NCI from temporary equity to permanent equity. The reclassification of NCI of approximately $4.6 million from temporary equity to permanent equity reduced temporary equity and increased permanent equity but did not have any impact on the Company's previously reported total assets, total liabilities and stockholder’s equity (deficit), results of operations or cash flows.Except as described above, no other changes have been made to the Original Quarterly Reports on Form 10-Q for the first quarter of 2023. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filings.Internal Control ConsiderationsIn connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of March 31, 2023. The Company’s management has concluded that the material weakness in the Company’s internal control over financial reporting previously disclosed in the Form 10-Q for the period ending March 31, 2023 applies to the reason behind this restatement, specifically, relating to having sufficient resources for the accounting for certain non-routine, unusual or complex transactions. Management has already begun working on a remediation plan, including hiring additional resources and utilizing subject matter experts as and when needed. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Item 4, “Controls and Procedures” of this Amended Form 10-Q.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 19,138	$ 18,693
Accounts receivable, less allowance for doubtful accounts of $1,386 and $1,468 as of March 31, 2023 and December 31, 2022, respectively	13,672	13,820
Prepaid income taxes	1,401	1,778
Prepaid expenses and other	1,764	1,289
Assets from discontinued operations	10	11
Total current assets	35,985	35,591
Deposits and other	4,618	5,094
Deferred tax assets	3,248	3,222
Restricted cash	679	675
Operating lease right-of-use assets	6,852	7,440
Property and equipment, net	692	657
Intangible assets, net	3,249	3,651
Goodwill	10,944	10,944
Total assets	66,267	67,274
Current liabilities:
Accounts payable	3,143	4,271
Merchant payables	27,976	32,574
Accrued expenses and other	4,611	5,049
Deferred revenue	3,124	2,216
Operating lease liabilities	2,682	2,972
Liabilities from discontinued operations	453	452
Total current liabilities	41,989	47,534
Long-term operating lease liabilities	7,926	8,326
Other long-term liabilities	3,530	2,563
Total liabilities	53,445	58,423
Commitments and contingencies	0	0
Non-controlling interest	0
Stockholders’ equity:
Common stock, $0.01 par value (20,000 shares authorized; 16,505 shares issued and 15,669 shares outstanding and 16,505 shares issued and 15,704 outstanding as of March 31, 2023 and December 31, 2022, respectively)	165	165
Treasury stock (at cost, 836 shares at March 31, 2023 and 801 shares at December 31, 2022)	(7,316)	(7,130)
Additional paid in capital	23,670	23,274
Tax indemnification	(9,537)	(9,537)
Note receivable from shareholder	(4,753)	(4,753)
Retained earnings	10,815	7,142
Accumulated other comprehensive loss	(4,825)	(4,905)
Total Travelzoo stockholders’ equity	8,219	4,256
Non-controlling interest	4,603	4,595
Total stockholders’ equity	12,822	8,851
Total liabilities and stockholders’ equity	$ 66,267	$ 67,274

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,386	$ 1,468
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	16,505,000	16,505,000
Common stock, shares outstanding (in shares)	15,669,000	15,704,000
Treasury stock (in shares)	836,000	801,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues	$ 21,601	$ 18,453
Cost of revenues	2,691	2,832
Gross profit	18,910	15,621
Operating expenses:
Sales and marketing	9,296	8,581
Product development	490	453
General and administrative	4,413	4,668
Total operating expenses	14,199	13,702
Operating income	4,711	1,919
Other income, net	350	1,423
Income from continuing operations before income taxes	5,061	3,342
Income tax expense	1,378	968
Income from continuing operations	3,683	2,374
Loss from discontinued operations, net of taxes	(2)	(11)
Net income	3,681	2,363
Net income attributable to non-controlling interest	8	4
Net income attributable to Travelzoo	3,673	2,359
Net income attributable to Travelzoo—continuing operations	3,675	2,370
Net loss attributable to Travelzoo—discontinued operations	$ (2)	$ (11)
Income (loss) per share—basic
Continuing operations (in dollars per share)	$ 0.23	$ 0.20
Discontinued operations (in dollars per share)	0	0
Net income (loss) per share - basic (in dollars per share)	0.23	0.20
Income (loss) per share—diluted
Continuing operations (in dollars per share)	0.23	0.19
Discontinuing operations (in dollars per share)	0	0
Income (loss) per share - diluted (in dollars per share)	$ 0.23	$ 0.19
Shares used in per share calculation from operations—basic (in shares)	15,697	12,056
Shares used in per share calculation from operations—diluted (in shares)	15,779	12,544
Continuing Operations
Income (loss) per share—diluted
Shares used in per share calculation from operations—basic (in shares)	15,697	12,056
Shares used in per share calculation from operations—diluted (in shares)	15,779	12,544
Discontinued Operations
Income (loss) per share—diluted
Shares used in per share calculation from operations—basic (in shares)	15,697	12,056
Shares used in per share calculation from operations—diluted (in shares)	15,697	12,056

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 3,681	$ 2,363
Other comprehensive income:
Foreign currency translation adjustment	80	(138)
Total comprehensive income	$ 3,761	$ 2,225

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income	$ 3,681	$ 2,363
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	478	574
Stock-based compensation	396	542
Deferred income tax	(68)	97
Loss on long-lived assets	0	38
Gain on equity investment in WeGo	0	(196)
Net foreign currency effect	3	(13)
Reversal of loss on accounts receivable, refund reserve and other	(712)	(1,408)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	372	(3,163)
Prepaid income taxes	407	759
Prepaid expenses and other	160	565
Accounts payable	(1,321)	103
Merchant payables	(4,591)	(7,961)
Accrued expenses and other	911	917
Income tax payable	0	(157)
Other liabilities	819	176
Net cash provided by (used in) operating activities	535	(6,764)
Cash flows from investing activities:
Proceeds from repayment of note receivable	39	0
Purchases of intangible assets	0	(1,049)
Proceeds from sale of equity investment in WeGo	0	196
Purchases of property and equipment	(111)	(89)
Net cash used in investing activities	(72)	(942)
Cash flows from financing activities:
Repurchase of common stock	(186)	0
Net cash used in financing activities	(186)	0
Effect of exchange rate changes on cash, cash equivalents and restricted cash	171	(524)
Net increase (decrease) in cash, cash equivalents and restricted cash	448	(8,230)
Cash, cash equivalents and restricted cash at beginning of period	19,378	44,989
Cash, cash equivalents and restricted cash at end of period	19,826	36,759
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	74	259
Cash paid for amounts included in the measurement of lease liabilities	860	938
Non-cash consideration for purchase of intangible asset	$ 0	$ 1,150

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Total Travelzoo Stockholders’ Equity	Common Stock	Treasury Stock	Additional Paid-In Capital	Tax Indemnification	Note Receivable from Shareholder	Retained Earnings	Accumulated Other Comprehensive Loss	Non-Controlling interest
Beginning balance (in shares) at Dec. 31, 2021			12,551
Beginning balance at Dec. 31, 2021										$ 0
Beginning balance at Dec. 31, 2021	$ (4,232)	$ (4,232)	$ 126	$ (5,488)	$ 4,415	$ 0	$ 0	$ 508	$ (3,793)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of non-controlling interest	4,600									4,600
Stock-based compensation expense	542	542			542
Foreign currency translation adjustment	(138)	(138)							(138)
Net income	2,359	2,359						2,359
Net income	2,363									4
Ending balance (in shares) at Mar. 31, 2022			12,551
Ending balance at Mar. 31, 2022										4,604
Ending balance at Mar. 31, 2022	3,135	(1,469)	$ 126	(5,488)	4,957	0	0	2,867	(3,931)
Beginning balance (in shares) at Dec. 31, 2022			16,505
Beginning balance at Dec. 31, 2022	8,851	4,256	$ 165	(7,130)	23,274	(9,537)	(4,753)	7,142	(4,905)	4,595
Beginning balance at Dec. 31, 2022	4,256								(4,905)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	396	396			396
Repurchase of common stock	(186)	(186)		(186)
Foreign currency translation adjustment	80	80							80
Net income	3,673
Net income	3,681	3,673						3,673		8
Ending balance (in shares) at Mar. 31, 2023			16,505
Ending balance at Mar. 31, 2023	12,822	$ 8,219	$ 165	$ (7,316)	$ 23,670	$ (9,537)	$ (4,753)	$ 10,815	(4,825)	$ 4,603
Ending balance at Mar. 31, 2023	$ 8,219								$ (4,825)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

(a) The Company and Basis of Presentation

We also license Travelzoo products and our intellectual property to licensees in various countries in Asia Pacific, including but not limited to Australia, Japan and Southeast Asia.

Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc.

Jack’s Flight Club

APAC Exit and Pivot to Licensing Model

Government funding

Liquidity

Ownership

Financial Statements

(b) Recent Accounting Pronouncements

Revenue Recognition

The Company follows Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606).

For fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period.

For the Top 20 email newsletter and other email products, the Company recognizes revenues when the emails are delivered to its members.

Reserve for Refunds to Members

Business Combinations

Identifiable intangible assets

Goodwill

Operating Leases

Certain Risks and Uncertainties

Cash, Cash Equivalents and Restricted Cash


	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	19,138	$	18,693
Restricted cash	679		675
Cash, cash equivalents and restricted cash–discontinued operations	9		10
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	19,826	$	19,378

The Company’s restricted cash was included in noncurrent assets as of March 31, 2023 and December 31, 2022.

Net Income Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per ShareBasic net income per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of dilutive potential common shares outstanding during the period. Potential common shares included in the diluted calculation consist of incremental shares issuable upon the exercise of outstanding stock options calculated using the treasury stock method.

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts):


	Three Months Ended
	March 31,
	2023		2022
Numerator:
Net income attributable to Travelzoo—continuing operations	$	3,675	$	2,370
Net loss attributable to Travelzoo—discontinued operations	$	(2)	$	(11)
Denominator:
Weighted average common shares—basic	15,697		12,056
Effect of dilutive securities: stock options	82		488
Weighted average common shares—diluted	15,779		12,544

Income (loss) per share—basic
Continuing operations	$	0.23	$	0.20
Discontinued operations	—		—
Net income (loss) per share —basic	$	0.23	$	0.20

Income (loss) per share—diluted
Continuing operations	$	0.23	$	0.19
Discontinued operations	—		—
Net income (loss) per share—diluted	$	0.23	$	0.19

Acquisitions

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Stock Purchase Agreement (“SPA”) between Travelzoo and Azzurro Capital Inc., a Related-Party

The following table represents the allocation of the total cost of the MTE acquisition to the assets acquired (in thousands):


	Fair Value
Consideration for MTE assets
Fair value of Travelzoo common stock issued	$	15,175
Direct transaction costs	184
Less:
Cash received from Azzurro Capital Inc.	(1,000)
Notes receivable from Azzurro Capital Inc.	(4,753)
Total consideration for MTE assets	$	9,606

Relative fair value of the assets acquired
Cash and cash equivalents	$	6
Prepaid expenses and other	45
Property and equipment	18
Tax indemnification asset	9,537
Total assets acquired	$	9,606

Travelzoo (Europe) Ltd, Sucursal en España Acquired Secret Escapes Limited’s Spanish Business Unit

Asset Purchase Agreement between Metaverse Travel Experiences, Inc. f/k/a Azzurro Brands Inc. and Travelzoo

Acquisition of Jack's Flight Club

Intangible Assets

The following table represents the fair value and estimated useful lives of intangible assets from the above acquisitions (in thousands):


	Fair Value		Estimated Life (Years)
Customer relationships (Jack's Flight Club)	$	3,500	5.0
Trade name (Jack's Flight Club)	2,460		indefinite
Non-compete agreements (Jack's Flight Club)	660		4.0
Intangible assets (Secret Escape Spain member database)	445		3.0
Intangible assets (Secret Escape U.S. member database)	1,751		2.3

Assets Measured at Fair Value on a Non-recurring Basis

The following table represents the activities of intangible assets for the three months ended March 31, 2023 and 2022 (in thousands):


	Jack's Flight Club		Secret Escape Spain		Secret Escape U.S.
Intangible assets—January 1, 2022	3,426
Acquisitions—March 2022	—		445		1,751
Amortization of intangible assets with definite lives	(226)		(12)		(195)
Intangible assets—March 31, 2022	3,200		433		1,556
Amortization of intangible assets with definite lives	(217)		(34)		(194)
Intangible assets—June 30, 2022	2,983		399		1,362
Amortization of intangible assets with definite lives	(216)		(30)		(194)
Intangible assets—September 30, 2022	2,767		369		1,168
Amortization of intangible assets with definite lives	(216)		(42)		(195)
Impairment of trade name—December 31, 2022	(200)		—		—
Intangible assets—December 31, 2022	2,351		327		973
Amortization of intangible assets with definite lives	(168)		(39)		(195)
Intangible assets—March 31, 2023	$	2,183	$	288	$	778


Years ending December 31,
2023 (excluding the three months ended March 31, 2023)	1,159
2024	587
2025	53
	$	1,799

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesFrom time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if the Company can estimate the potential liability and if the Company believes it is probable that the case will be ruled against it. Accruals for legal contingencies were not material as of March 31, 2023 and December 31, 2022. If a legal claim for which the Company did not accrue is resolved against it, the Company would record the expense in the period in which the ruling was made. The Company believes that the likelihood of an ultimate amount of liability, if any, for any pending claims of any type (alone or combined) that will materially affect the Company’s financial position, results of operations or cash flows is remote. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on the Company’s financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors. The Company was formed as a result of a combination and merger of entities founded by the Company’s principal shareholder, Ralph Bartel. In 2002, Travelzoo.com Corporation (“Netsurfers”) was merged into the Company. Under and subject to the terms of the merger agreement, holders of promotional shares of Netsurfers who established that they had satisfied certain prerequisite qualifications were allowed a period of 2 years following the effective date of the merger to receive one share of the Company in exchange for each share of common stock of Netsurfers. In 2004, two years following the effective date of the merger, certain promotional shares remained unexchanged. As the right to exchange these promotional shares expired, no additional shares were reserved for issuance. Thereafter, the Company began to offer a voluntary cash program for those who established that they had satisfied certain prerequisite qualifications for Netsurfers promotional shares as further described below. From 2010 through 2014, the Company became subject to unclaimed property audits of various states in the United States related to the above unexchanged promotional shares and completed settlements with all states. Although the Company has settled the unclaimed property claims with all states, the Company may still receive inquiries from certain potential Netsurfers promotional shareholders that had not provided their state of residence to the Company by April 25, 2004. Therefore, the Company is continuing its voluntary program under which it makes cash payments to individuals related to the promotional shares for individuals whose residence was unknown by the Company and who establish that they satisfy the original conditions required for them to receive shares of Netsurfers, and who failed to submit requests to convert their shares into shares of Travelzoo within the required time period. This voluntary program is not available for individuals whose promotional shares have been escheated to a state by the Company, except those individuals for which their residence was unknown to the Company. The Company did not make material payments for the three months ended March 31, 2023 and 2022. The total cost of this program cannot be reliably estimated because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price. The Company’s common stock price affects the liability because the amount of cash payments under the program is based in part on the recent level of the stock price at the date valid requests are received. The Company does not know how many of the requests for shares originally received by Netsurfers in 1998 were valid, but the Company believes that only a portion of such requests were valid. In order to receive payment under this voluntary program, a person is required to establish that such person validly held shares in Netsurfers. The Company leases office space in Canada, Germany, Spain, the U.K., and the U.S. under operating leases. Our leases have remaining lease terms ranging from less than one year to up to eight years. Refer to Note 11 for leases as of March 31, 2023. The Company maintained standby letters of credit (“LOC”) serve as collateral issued to the landlords. The LOCs are collateralized with cash which is included in the line item “Restricted cash” in the Consolidated Balance Sheets. The Company has purchase commitments aggregating approximately $1.0 million as of March 31, 2023, which represent the minimum obligations the Company has under agreements with certain suppliers. These minimum obligations are less than the Company's projected use for those periods. Payments may be more than the minimum obligations based on actual use.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In determining the quarterly provisions for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on our expected annual income and statutory tax rates in the U.S., Canada, and the U.K. The Company's effective tax rate from continuing operations was 27% and 29%, respectively, for the three months ended March 31, 2023 and 2022. The Company’s effective tax rate for the three months ended March 31, 2023 changed from the three months ended March 31, 2022 primarily due to a decrease in non-deductible stock compensation in the three months ended March 31, 2023. As of March 31, 2023, the Company is permanently reinvested in certain of its non-U.S. subsidiaries and does not have a deferred tax liability related to its undistributed foreign earnings. The estimated amount of the unrecognized deferred tax liability attributed to future withholding taxes on dividend distributions of undistributed earnings for certain non-U.S. subsidiaries, which the Company intends to reinvest the related earnings indefinitely in its operations outside the U.S., is approximately $694,000. The Company maintains liabilities for uncertain tax positions. As of March 31, 2023, the Company had approximately $16.9 million in total unrecognized tax benefits, of which up to $16.4 million would favorably affect the Company’s effective income tax rate if realized. The Company’s policy is to include interest and penalties related to unrecognized tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in the overall income tax provision in the period that such determination is made. As of March 31, 2023 and December 31, 2022, the Company had approximately $746,000 and $704,000 in accrued interest and penalties, respectively. The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2018 and forward and is subject to California tax examinations for years after 2017. 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, federal and state and foreign country tax law and regulations and changes thereto, the determination of whether valuation allowances for certain tax assets are required or not, audits of prior years' tax returns resulting in adjustments, resolution of uncertain tax positions and different treatment 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. On March 27, 2020, the CARES Act, which, along with earlier issued IRS guidance, provides for deferral of certain taxes. The CARES Act, among other things, also contains numerous other provisions which may benefit the Company. We continue to assess the effect of the CARES Act and ongoing government guidance related to the global pandemic that may be issued.

Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Beginning balance	$	(4,905)	$	(3,793)
Other comprehensive income (loss) due to foreign currency translation, net of tax	80		(138)
Ending balance	$	(4,825)	$	(3,931)

Stock-Based Compensation and Stock Options	3 Months Ended
Stock-Based Compensation and Stock Options	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation and Stock Options	Stock-Based Compensation and Stock Options The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model. The value of the portion of the award that is expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s condensed consolidated statements of operations. In September 2015, pursuant to an executed Nonqualified Stock Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 400,000 shares of common stock of the Company, with an exercise price of $8.07 and quarterly vesting beginning on March 31, 2016 (the “2015 Option Agreement”). The 2015 Option Agreement expires in September 2025. The options are now fully vested and the stock-based compensation related to these options was fully expensed. In October 2017, pursuant to an executed Option Agreement, the Company granted Mr. Bartel options to purchase 400,000 shares of common stock, with an exercise price of $6.95 and quarterly vesting beginning on March 31, 2018 (the “2017 Option Agreement”). The 2017 Option Agreement expires in 2027. During 2019, 250,000 options granted pursuant to the 2017 Option Agreement were exercised by Mr. Bartel. The remaining 150,000 options are fully vested and the stock-based compensation related to these options was fully expensed. In September 2019, the Company granted Mr. Bartel options to purchase 400,000 shares of common stock subject to shareholder approval, with an exercise price of $10.79 and quarterly vesting beginning on March 31, 2020 and ending on December 31, 2021 (the “2019 Option Agreement” and together with the 2015 Option Agreement and the 2017 Option Agreements, the “Bartel Option Agreements”). The 2019 Option Agreement expires in 2024. All options granted pursuant to the 2015 Option Agreement and 2017 Option Agreement have been exercised. On May 29, 2020, the shareholders of the Company approved certain amendments to the Bartel Option Agreements, which increased and repriced all outstanding, unexercised options granted to Mr. Bartel (the “Option Agreement Amendments”). Pursuant to the Option Agreement Amendments and subject to shareholder approval, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the Option Agreement Amendments, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49. Additionally, the Option Agreement Amendments made the following increases: (a) 400,000 additional options to purchase the Company’s common stock pursuant to the 2015 Option Agreement, (b) 150,000 additional options to purchase the Company’s common stock pursuant to the 2017 Option Agreement, and (c) 400,000 additional options to purchase the Company’s common stock pursuant to the 2019 Option Agreement, which resulted in a total of 1,900,000 options granted to Mr. Bartel pursuant to the Option Agreement Amendments. Mr. Bartel’s amended options pursuant to the 2015 Option Agreement and the 2017 Option Agreement were fully vested upon the execution of the applicable Option Agreement Amendment. Therefore, stock-based compensation related to these options was fully expensed in second quarter of 2020. In 2021, 800,000 options granted pursuant to the 2015 Option Agreement, 300,000 options granted pursuant to the 2017 Option Agreement and 260,000 options granted pursuant to the 2019 Option Agreement were exercised by Mr. Bartel, 681,902 shares of common stock were issued as the result of a cashless exercise or net settlement with respect to the option exercise price or taxes which were approved by Travelzoo's Board of Directors. As of December 31, 2021, stock-based compensation related to the 2019 Option Agreement and applicable Option Agreement Amendment was fully expensed. Mr. Bartel exercised the remaining 540,000 options granted pursuant to the 2019 Option Agreement during the three months ended June 30, 2022. The Company received aggregate cash proceeds of $1.9 million. All options granted pursuant to the 2019 Option Agreement have been exercised. In September 2019, pursuant to executed Option Agreements, the Company granted six employees stock options to purchase 50,000 shares of common stock each (300,000 in the aggregate) with an exercise price of $10.79, of which 75,000 options vest in total and become exercisable annually starting on September 5, 2020 and ending on December 31, 2023. The options expire in September 2024. On May 29, 2020, the shareholders of the Company approved the grants, as well as certain amendments to the Option Agreements, which increased and repriced all outstanding, unexercised options granted to such employees. Pursuant to the applicable amendments, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the amendments to the Option Agreements, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49, the option grants were each increased to 100,000 each, resulting in 300,000 additional options in the aggregate. In 2020, 100,000 unvested options were forfeited upon an employee’s departure, 75,000 options were exercised and 54,258 shares of common stock were issued as the result of a cashless exercise approved by Travelzoo’s Board of Directors. In 2021, 125,000 unvested options were forfeited upon employees’ departure, 150,000 options were exercised and 88,917 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. As of March 31, 2023, 150,000 options were outstanding and 75,000 of these options were vested. Total stock-based compensation related to these option grants of $72,000 and $71,000 was recorded in general and administrative expenses for the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was approximately $121,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 0.4 years. On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 800,000 shares of common stock to Mr. Ralph Bartel, Chairman of the Board of Directors of the Company, with an exercise price of $3.49 and quarterly vesting beginning June 30, 2020 and ending on March 31, 2022. The options expire in March 2025. This grant was approved at the 2020 Annual Meeting of the shareholders. In 2021, 600,000 options were exercised and 390,809 shares of common stock were issued as the result of the cashless exercises which were approved by Travelzoo’s Board of Directors. Total stock-based compensation related to these option grants of $385,000 was recorded in general and administrative expenses for the three months ended March 31, 2022. Stock-based compensation related to this grant was fully expensed by the end of the first quarter of 2022. As of March 31, 2023, 200,000 options were outstanding and all of these options were vested. On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 200,000 shares of common stock to two key employees, with an exercise price of $3.49 with annual vesting starting March 30, 2021 and ending on March 31, 2024. The options expire in March 2025. In 2021, 50,000 options were exercised, and 24,474 shares of common stock were issued as the result of the cashless exercises which were approved by Travelzoo’s Board of Directors. In 2022, 50,000 unvested options were forfeited upon one employee's departure, 25,000 options were exercised and 4,676 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. As of March 31, 2023, 75,000 options were outstanding and 50,000 of these options were vested. Total stock-based compensation related to these option grants of $25,000 and $49,000 was recorded in general and administrative expenses for the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was approximately $98,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1 year. On June 1, 2021, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 50,000 shares of common stock to one employee, with an exercise price of $9.44, with annual vesting starting January 1, 2022 and ending on January 1, 2025. The options expire in January 2026. As of March 31, 2023, 50,000 options were outstanding and 25,000 of these options were vested. Total stock-based compensation related to this option grant of $36,000 was recorded in general and administrative expenses for each of the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was approximately $251,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1.8 years. In March 2022, pursuant to an executed Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $8.14 and vesting 25% every six months over two years beginning on June 30, 2022 and ending on December 31, 2023. The options expire in March 2027. This grant was approved at the 2022 Annual Meeting of the shareholders. As of March 31, 2023, 600,000 options were outstanding and 300,000 of these options were vested. Total stock-based compensation related to this option grant of $216,000 was recorded in general and administrative expenses for the three months ended March 31, 2023. The Company did not recognize stock-based compensation expense related to this option grant for the three months ended March 31, 2022. As of March 31, 2023, there was approximately $648,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 0.8 years. In June 2022, the Company granted an employee options to purchase 100,000 shares of common stock with an exercise price of $6.78 and quarterly vesting beginning on September 30, 2022 and ending on June 30, 2025 with vesting based on both time-based service condition and also performance conditions. However, if the performance targets are not met as of the first date on which the time condition is met, the time condition may be extended by one quarter up to three times. The options expire in June 2027. The Company did not recognize stock-based compensation expense for this grant as the performance targets were not achieved and thus no shares were vested in 2022. Total stock-based compensation related to this option grant of $30,000 was recorded in sales and marketing expenses and thus 8,333 shares were vested for the three months ended March 31, 2023. As of March 31, 2023, 100,000 options were outstanding. As of March 31, 2023, there was approximately $338,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 2.25 years. In March 2023, the Company granted an employee options to purchase 200,000 shares of common stock of the Company, with an exercise price of $4.96 and vesting 12.5% every six months over four years beginning on June 30, 2023 and ending on December 31, 2026. This grant is subject to final approval at the Annual Meeting of Stockholders to be held in June 2023. The options expire in March 2025. As of March 31, 2023, 200,000 options were outstanding and 25,000 of these options were vested. Total stock-based compensation related to this option grant of $17,000 was recorded in general and administrative expenses for the three months ended March 31, 2023. As of March 31, 2023, there was approximately $539,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 3.8 years.

Stock Repurchase Program	3 Months Ended
Stock Repurchase Program	Mar. 31, 2023
Equity [Abstract]
Stock Repurchase Program	Stock Repurchase Program The Company’s stock repurchase programs assist in offsetting the impact of dilution from employee equity compensation and assist with capital allocation. Management is allowed discretion in the execution of the repurchase program based upon market conditions and consideration of capital allocation. In June 2022, the Company announced that its Board of Directors approved a stock repurchase program authorizing the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock. In 2022, the Company repurchased 306,375 shares of common stock for an aggregate purchase price of $1.6 million, which were recorded as part of treasury stock as of December 31, 2022. In the three months ended March 31, 2023, the Company repurchased 34,687 shares of common stock for an aggregate purchase price of $186,000, which were recorded as part of treasury stock as of March 31, 2023. As of March 31, 2023, there were 658,938 shares remaining to be repurchased under this program

Segment Reporting and Significant Customer Information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segments Reporting and Significant Customer Information

Segment Reporting and Significant Customer Information

The following is a summary of operating results by business segment (in thousands):


Three Months Ended March 31, 2023	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Revenues from unaffiliated customers	$	14,567	$	6,078	$	948	$	8	$	—	$	21,601
Intersegment revenues (expenses)	191		(191)		—		—		—		—
Total net revenues	14,758		5,887		948		8		—		21,601
Operating profit (loss)	$	4,516	$	457	$	(45)	$	(217)	$	—	$	4,711


Three Months Ended March 31, 2022	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Revenues from unaffiliated customers	$	11,498	$	6,127	$	823	$	5	$	—	$	18,453
Intersegment revenues (expenses)	193		(193)		—		—		—		—
Total net revenues	11,691		5,934		823		5		—		18,453
Operating profit (loss)	$	1,820	$	178	$	23	$	(102)	$	—	$	1,919

The following is a summary of assets by business segment (in thousands):


As of March 31, 2023	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Long-lived assets	$	308	$	86	$	—	$	298	$	—	$	692
Total assets excluding discontinued operations	$	100,683	$	18,357	$	19,560	$	369	$	(72,712)	$	66,257


As of December 31, 2022	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Long-lived assets	$	375	$	86	$	—	$	196	$	—	$	657
Total assets excluding discontinued operations	$	97,693	$	19,253	$	18,737	$	267	$	(68,687)	$	67,263


	Three Months Ended
	March 31,
	2023		2022
Travelzoo North America
Travel	$	14,140	$	11,045
Local	618		646
Total Travelzoo North America revenues	14,758		11,691
Travelzoo Europe
Travel	5,550		5,624
Local	337		310
Total Travelzoo Europe revenues	5,887		5,934
Jack’s Flight Club	948		823
New Initiatives	8		5
Consolidated
Travelzoo Travel	19,690		16,669
Travelzoo Local	955		956
Jack’s Flight Club	948		823
New Initiatives	8		5
Total revenues	$	21,601	$	18,453


	Three Months Ended
	March 31,
	2023		2022
Revenue
United States	$	13,473	$	10,638
United Kingdom	4,962		3,999
Germany	1,495		2,252
Rest of the world	1,671		1,564
Total revenues	$	21,601	$	18,453

The following table sets forth property and equipment by geographic area (in thousands):


	March 31,		December 31,
	2023		2022
United States	$	201	$	274
Rest of the world	491		383
Total long-lived assets	$	692	$	657

Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations


	Three Months Ended
	March 31,
	2023		2022
Revenues	$	—	$	—
Cost of revenues	—		—
Gross profit	—		—

Operating expenses:
Sales and marketing	—		—
Product development	—		—
General and administrative	1		8
Total operating expenses	1		8
Loss from operations	(1)		(8)
Other income (loss), net	(1)		(3)
Income (loss) before income taxes	(2)		(11)
Income tax expense	—		—
Net income (loss)	$	(2)	$	(11)


	March 31, 2023		December 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$	9	$	10
Accounts receivable, net	—		—
Prepaid expenses and other	1		1
Total assets from discontinued operations	$	10	$	11
LIABILITIES
Accounts payable	$	404	$	403
Accrued expenses and other	14		13
Income tax payable	24		24
Deferred revenue	11		12
Total liabilities from discontinued operations	$	453	$	452

The net cash used in operating activities for the discontinued operations for the three months ended March 31, 2023 and 2022, were as follows (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Net cash used in operating activities	$	(1)	$	(10)

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

The following table summarizes the components of lease expense for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Operating lease cost	$	674	$	685
Short-term lease cost	20		—
Variable lease cost	150		221
Sublease income	(90)		(86)
Total lease cost	$	754	$	820

The following table summarizes the presentation in our condensed consolidated balance sheets of our operating leases (in thousands):


		March 31, 2023			December 31, 2022
Assets:
	Operating lease right-of-use assets	$	6,852		$	7,440

Liabilities:
	Operating lease liabilities	$	2,682		$	2,972
	Long-term operating lease liabilities	7,926			8,326
	Total operating lease liabilities	$	10,608		$	11,298

Weighted average remaining lease term (years)		5.79			5.87
Weighted average discount rate		4.2		%	4.3		%

Maturities of lease liabilities were as follows (in thousands):


Years ending December 31,
2023 (excluding the three months ended March 31, 2023)	$	2,237
2024	2,141
2025	1,782
2026	1,386
2027	1,350
Thereafter	2,925
Total lease payments	11,821
Less interest	(1,213)
Present value of operating lease liabilities	$	10,608

Non-Controlling Interest

3 Months Ended

Mar. 31, 2023

Noncontrolling Interest [Abstract]

Non-Controlling Interest

The Company’s consolidated financial statements include Jack's Flight Club where the Company has operating control but owns 60% of the equity interest.

The non-controlling interest for the three months ended March 31, 2023 and 2022 was as follow (in thousands):


Non-controlling interest—January 1, 2022	$	4,600
Net loss attributable to non-controlling interest	4
Non-controlling interest—March 31, 2022	4,604
Net loss attributable to non-controlling interest	30
Non-controlling interest—June 30, 2022	4,634
Net loss attributable to non-controlling interest	2
Non-controlling interest—September 30, 2022	4,636
Net loss attributable to non-controlling interest	(41)
Non-controlling interest—December 31, 2022	4,595
Net loss attributable to non-controlling interest	8
Non-controlling interest—March 31, 2023	$	4,603

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsRalph Bartel, who founded Travelzoo and who is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. As of March 31, 2023, Azzurro is the Company's largest stockholder, and together with Ralph Bartel, in his individual capacity, hold approximately 50.5% of the Company's outstanding shares. Holger Bartel, the Company's Global Chief Executive Officer, is Ralph Bartel's brother and holds approximately 4.2% of the Company's outstanding shares. Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc. In connection with the development of Travelzoo META, the Company acquired MTE, a wholly owned subsidiary of Azzurro, and also completed a private placement of newly issued shares. Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company’s largest shareholder as of the time of this transaction and as of December 31, 2022, Azzurro and Ralph Bartel owned approximately 50.3% the Company's outstanding shares. On December 28, 2022, the stockholders of Travelzoo approved the issuance and sale of 3.4 million Shares to Azzurro, in exchange for certain consideration, and on the Closing Date, the transaction was consummated. The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value $15.2 million. The purchase price was paid as follows: (a) $1.0 million in cash paid on the Closing Date; (b) $4.8 million paid in the form of a promissory note issued on the Closing Date and payable by June 30, 2023 with accrued interest of 12%; and (c) the transfer to the Company of all outstanding capital stock of MTE, which transfer was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company recorded the $4.8 million promissory note as Note receivable from shareholder in the stockholders' equity section on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The related interest of $143,000 was recorded in Prepaid expenses and other on the condensed consolidated balance sheet as of March 31, 2023. License Agreement with Azzurro Brands Inc. and subsequent Asset Purchase Agreement On March 12, 2021, the Company, with the approval of the Audit Committee of the Board of Directors, which consists solely of independent directors, entered into a License Agreement (the “License Agreement”) with Azzurro Brands Inc., a New York corporation (“Azzurro Brands”) and wholly-owned subsidiary of Azzurro, the Company’s largest shareholder. Pursuant to the terms of the License Agreement, the Company was granted the exclusive right and license to use a database of 2.2 million non-duplicated subscribers that Azzurro Brands purchased from a competitor of Travelzoo. The License Agreement required that the Company pay a license fee of $413,000 per quarter with an initial payment of $894,000 due upon execution, which covers the period from execution until September 30, 2021. The License Agreement had a term of one (1) year with an automatic renewal, terminable by either party with sixty (60) days’ written notice before the end of the term. The License Agreement contained customary representations and warranties. The payment of $894,000 was made in the first quarter of 2021 and recorded in sales and marketing expenses in 2021. The second payment of $701,000 was made in the second quarter of 2021 which covers the period from October 2021 through March 2022 and recorded in sales and marketing expenses and prepaid expenses and other. Travelzoo renewed the License Agreement in January 2022 for a license fee of $413,000 per quarter and made the payment of $800,000 to cover the period from April 2022 to September 2022 in the fourth quarter of 2021 and was recorded in Prepaid expenses-Related party, which totaled $1.15 million as of December 31, 2021. On March 17, 2022, the Company, as Buyer, entered into an Asset Purchase Agreement (the “APA”) with Azzurro Brands to purchase the database previously utilized by Travelzoo in accordance with the License Agreement. The purchase price for the transaction was $1.75 million, with $600,000 paid in cash upon closing in March 2022 and the remaining $1.15 million payable in the form of a credit with Seller relating to prepaid license fees, under the License Agreement. The remaining commitment of the Company under the License Agreement for the then-current remaining term (equal to $825,000) was eliminated. Stock Option Agreement In March 2022, the Compensation Committee of the Board of Directors granted Holger Bartel 600,000 stock options that vest through December 31, 2023. This grant was approved by the shareholders of the Company at the 2022 annual meeting of shareholders. Holger Bartel is the brother of Ralph Bartel and is our Global Chief Executive Officer. See Note 3 to the unaudited condensed consolidated financial statements for further information. Profits from Sale and Purchase of Travelzoo Common Stock within Six Month Period Holger Bartel completed sales and purchases of 25,000 shares of Travelzoo common stock within a six month period ended July 29, 2022. Per Section 16(b) of Securities and Exchange Act, he agreed to immediately remit to the Company $46,000 in profits gained from these transactions during the three months ended September 30, 2022.

Restatement of previously issued financial statements

3 Months Ended

Mar. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Restatement of previously issued financial statements

The impacts from the restatement as of and for the three months ended March 31, 2023 are as follows (in thousands):

Condensed Consolidated Balance Sheet:


	March 31, 2023
	As Reported		Adjustments		As Restated
Non-controlling interest	$	4,603	$	(4,603)	$	—
Stockholders’ equity:
Total Travelzoo stockholders’ equity	8,219		—		8,219
Non-controlling interest	—		4,603		4,603
Total stockholders’ equity	$	8,219	$	4,603	$	12,822

Condensed Consolidated Statement of Stockholders’ Equity:


	March 31, 2023
	As Reported		Adjustments		As Restated
Total Travelzoo stockholders’ equity	$	8,219	$	—	$	8,219
Non-controlling interest	—		4603		4,603
Total stockholders’ equity	$	8,219	$	4,603	$	12,822

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which provides new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For Smaller Reporting Companies (as such term is defined by the SEC), such as Travelzoo, the standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Entities are required to apply this update on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted the ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements.
Revenue Recognition	Revenue Recognition The Company follows Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (Topic 606). Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company's revenues are primarily advertising fees generated from the publishing of travel and entertainment deals on the Travelzoo website, in the Top 20 email newsletter, in standalone Travelzoo emails and through the Travelzoo Network. The Company also generates transaction-based revenues from the sale of vouchers through our Local Deals and Getaways products and operation of a hotel booking platform and limited offerings of vacation packages and subscription revenues from Jack's Flight Club. The Company's disaggregated revenues are included in “Note 9: Segment Reporting and Significant Customer Information”. For fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period. For the Top 20 email newsletter and other email products, the Company recognizes revenues when the emails are delivered to its members. The Company offers advertising on a cost-per-click basis, which means that an advertiser pays the Company only when a user clicks on an advertisement on Travelzoo properties or Travelzoo Network members’ properties. For these customers, the Company recognizes revenues each time a user clicks on the ad. The Company also offers advertising on other basis, such as cost-per-impression, which means that an advertiser pays the Company based on the number of times their advertisement is displayed on Travelzoo properties, email advertisements, Travelzoo Network properties, or social media properties. For these customers, the Company recognizes revenues each time an advertisement is shown or email delivered. For transaction based revenues, including products such as Local Deals, Getaways, hotel platform and vacation packages, the Company evaluates whether it is the principal (i.e., report revenue on a gross basis) versus an agent (i.e., report revenue on a net basis). The Company reports transaction revenue on a net basis because the supplier is primarily responsible for providing the underlying service, and we do not control the service provided by the supplier prior to its transfer to the customer. For Local Deals and Getaways products, the Company earns a fee for acting as an agent for the sale of vouchers that can be redeemed for services with third-party merchants. Revenues are presented net of the amounts due to the third-party merchants for fulfilling the underlying services and an estimated amount for future refunds. In the second quarter of 2020, the Company expanded its vouchers refund policy in response to pandemic travel restrictions to fully refundable until the voucher expires or is redeemed by the customer. This refund policy has mostly been adjusted as of April 1, 2022, back to fully refundable within fourteen days of purchase unless a surcharge is paid at the time of the voucher purchase for the right to be fully refundable. 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 Jack’s Flight Club revenue is generated from paid subscriptions by members. Subscription options are quarterly, semi-annually, and annually. We recognize the revenue on a pro-rated basis based upon the subscription option. Commission revenue related to hotel platform is recognized ratably over the period of guest stay, net of an allowance for cancellations based upon historical patterns. For arrangements that are for the booking of non-cancelable reservations where the Company’s performance obligation is deemed to be the successful booking of a hotel reservation, we record revenue for the commissions upon completion of the hotel booking. The Company’s contracts with customers may include multiple performance obligations in which the Company allocates revenues to each performance obligation based upon its standalone selling price. The Company determines standalone selling price based on its overall pricing objectives, taking into consideration the type of services, geographical region of the customers, normal rate card pricing and customary discounts. Standalone selling price is generally determined based on the prices charged to customers when the product is sold separately. The Company relies upon the following practical expedients and exemptions allowed for in the ASC 606. The Company expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded in sales and marketing expenses. In addition, the Company does not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less and (b) contracts for which it recognizes revenues at the amount to which it has the right to invoice for services performed. Deferred revenue primarily consists of customer prepayments and undelivered performance obligations related to the Company’s contracts with multiple performance obligations.
Reserve for Refunds to Members	Reserve for Refunds to Members The Company records an estimated reserve for refunds to members based on our historical experience at the time revenue is recorded for Local Deals and Getaways voucher sales. We consider many key factors such as the historical refunds based upon the time lag since the sale, historical reasons for refunds, time period that remains until the deal expiration date, any changes in refund procedures and estimates of redemptions and breakage. 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 voucher refund policy to fully refundable until the voucher expires or is redeemed by the customer. This refund policy has been adjusted starting April 1, 2022, back to fully refundable within fourteen days of purchase unless a surcharge is paid at the time of the voucher purchase for the right to be fully refundable. The expiration dates of vouchers range between April 2023 through December 2025 with the majority of vouchers expiring during 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 of March 31, 2023, the Company had approximately $7.0 million of unredeemed vouchers that had been sold through March 31, 2023, representing the Company’s commission earned from the sale. The Company had estimated a refund liability of $785,000 for these unredeemed vouchers as of March 31, 2023, which is recorded as a reduction of revenues and is reflected as a current liability in accrued expenses and other on the condensed consolidated balance sheet. As of December 31, 2022, the Company had approximately $8.1 million of unredeemed vouchers that had been sold through 2022 representing the Company’s commission earned from the sale and estimated a refund liability of $1.3 million for these unredeemed vouchers as of December 31, 2022, which was recorded as a reduction of revenues and was reflected as a current liability in accrued expenses and other on the condensed consolidated balance sheet. The Company has recorded Merchant Payables of $28.0 million as of March 31, 2023 related to unredeemed vouchers. Insertion orders and merchant agreements for Local Deals are typically for periods between one month and twelve months and are not automatically renewed except for merchant contracts in foreign locations. Should any of these factors change, the estimates made by management will also change, which could impact the level of our future reserve for refunds to member. Specifically, if the financial condition of our advertisers, the business that is providing the vouchered service, were to deteriorate, affecting their ability to provide the services to our members, additional reserves for refunds to members may be required and may adversely affect future revenue as the liability is recorded against revenue. We record a liability associated with estimated future refunds in accrued expenses on the condensed consolidated balance sheets. Estimated member refunds that are determined to be recoverable from the merchant are recorded in the condensed consolidated statements of operations as a reduction to revenue. Estimated member refunds that are determined not to be recoverable from the merchant are presented as a cost of revenue. If our judgments regarding estimated member refunds are inaccurate, reported results of operations could differ from the amount we previously accrued.
Business Combinations	Business Combinations The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date and adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.
Identifiable intangible assets	Identifiable intangible assets Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The carrying values of all intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Goodwill	GoodwillGoodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill is evaluated for impairment annually, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In testing goodwill for impairment, the Company first uses a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs an impairment test by comparing the book value of net assets to the fair value of the reporting units.
Operating Leases	Operating Leases The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease payments used to determine the operating lease assets may include lease incentives and stated rent increases. The Company does not include options to extend or terminate until it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The Company elected not to recognize leases with an initial term of 12 months or less on its unaudited condensed consolidated balance sheets. The Company’s leases are reflected in operating lease ROU assets, operating lease liabilities and long-term operating lease liabilities in our unaudited condensed consolidated balance sheets. The lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company also has a real estate lease agreement which is subleased to a third party. The Company recognizes sublease income in “Other income, net”, on a straight-line basis over the lease term in its condensed consolidated statements of operations.
Certain Risks and Uncertainties	Certain Risks and Uncertainties The Company’s business is subject to risks associated with its ability to attract and retain advertisers and offer products or services on compelling terms to our members. The outbreak of coronavirus (COVID-19) in 2020 had an unprecedented impact on the global travel and hospitality industries. Governmental authorities implemented numerous measures to try to contain the virus, including restrictions on travel, quarantines, shelter-in-place orders, business restrictions and complete shut-downs. As the Company and many of our advertisers are part of the global travel and hospitality industries, the measures implemented to contain COVID-19 had a significant negative effect on our business, financial condition, results of operations and cash flows. Many of the Company's advertising partners paused, canceled, and/or stopped advertising. Additionally, there were significant levels of cancellations for the Company's hotel partners and travel package partners and refund requests for our vouchers. Now that COVID-19 and its lingering effects have mostly subsided, we are seeing many of our advertisers and partners return to advertising with us and have altered our policies again to align with the changing environment (including reverting to a 14-day return window for vouchers and implementing a surcharge for vouchers to be fully refundable), although with the emergence of new variants, this trend could stop or even reverse which could result in a material adverse impact on our business and financial performance. It is difficult to estimate the impact of the global pandemic on the Company’s future revenues, results of operations, cash flows, liquidity, or financial condition. The Company’s cash, cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. The accounts receivables are derived from revenue earned from customers located in the U.S. and internationally. As of March 31, 2023 and December 31, 2022, the Company did not have any customers that accounted for 10% or more of accounts receivables.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash Cash equivalents consist of highly liquid investments with maturities of three months or less on the date of purchase. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to refundable for leases.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents


	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	19,138	$	18,693
Restricted cash	679		675
Cash, cash equivalents and restricted cash–discontinued operations	9		10
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	19,826	$	19,378

Restrictions on Cash and Cash Equivalents


	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	19,138	$	18,693
Restricted cash	679		675
Cash, cash equivalents and restricted cash–discontinued operations	9		10
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	19,826	$	19,378

Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income per Share

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts):


	Three Months Ended
	March 31,
	2023		2022
Numerator:
Net income attributable to Travelzoo—continuing operations	$	3,675	$	2,370
Net loss attributable to Travelzoo—discontinued operations	$	(2)	$	(11)
Denominator:
Weighted average common shares—basic	15,697		12,056
Effect of dilutive securities: stock options	82		488
Weighted average common shares—diluted	15,779		12,544

Income (loss) per share—basic
Continuing operations	$	0.23	$	0.20
Discontinued operations	—		—
Net income (loss) per share —basic	$	0.23	$	0.20

Income (loss) per share—diluted
Continuing operations	$	0.23	$	0.19
Discontinued operations	—		—
Net income (loss) per share—diluted	$	0.23	$	0.19

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table represents the allocation of the total cost of the MTE acquisition to the assets acquired (in thousands):


	Fair Value
Consideration for MTE assets
Fair value of Travelzoo common stock issued	$	15,175
Direct transaction costs	184
Less:
Cash received from Azzurro Capital Inc.	(1,000)
Notes receivable from Azzurro Capital Inc.	(4,753)
Total consideration for MTE assets	$	9,606

Relative fair value of the assets acquired
Cash and cash equivalents	$	6
Prepaid expenses and other	45
Property and equipment	18
Tax indemnification asset	9,537
Total assets acquired	$	9,606

Schedule of Intangible Assets

The following table represents the fair value and estimated useful lives of intangible assets from the above acquisitions (in thousands):


	Fair Value		Estimated Life (Years)
Customer relationships (Jack's Flight Club)	$	3,500	5.0
Trade name (Jack's Flight Club)	2,460		indefinite
Non-compete agreements (Jack's Flight Club)	660		4.0
Intangible assets (Secret Escape Spain member database)	445		3.0
Intangible assets (Secret Escape U.S. member database)	1,751		2.3

The following table represents the activities of intangible assets for the three months ended March 31, 2023 and 2022 (in thousands):


	Jack's Flight Club		Secret Escape Spain		Secret Escape U.S.
Intangible assets—January 1, 2022	3,426
Acquisitions—March 2022	—		445		1,751
Amortization of intangible assets with definite lives	(226)		(12)		(195)
Intangible assets—March 31, 2022	3,200		433		1,556
Amortization of intangible assets with definite lives	(217)		(34)		(194)
Intangible assets—June 30, 2022	2,983		399		1,362
Amortization of intangible assets with definite lives	(216)		(30)		(194)
Intangible assets—September 30, 2022	2,767		369		1,168
Amortization of intangible assets with definite lives	(216)		(42)		(195)
Impairment of trade name—December 31, 2022	(200)		—		—
Intangible assets—December 31, 2022	2,351		327		973
Amortization of intangible assets with definite lives	(168)		(39)		(195)
Intangible assets—March 31, 2023	$	2,183	$	288	$	778

Schedule of Expected Future Amortization Expense

Expected future amortization expense of acquired intangible assets as of March 31, 2023 is as follows (in thousands):


Years ending December 31,
2023 (excluding the three months ended March 31, 2023)	1,159
2024	587
2025	53
	$	1,799

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Beginning balance	$	(4,905)	$	(3,793)
Other comprehensive income (loss) due to foreign currency translation, net of tax	80		(138)
Ending balance	$	(4,825)	$	(3,931)

Segment Reporting and Significant Customer Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Operating Results from Continuing Operations and Assets by Business Segment

The following is a summary of operating results by business segment (in thousands):


Three Months Ended March 31, 2023	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Revenues from unaffiliated customers	$	14,567	$	6,078	$	948	$	8	$	—	$	21,601
Intersegment revenues (expenses)	191		(191)		—		—		—		—
Total net revenues	14,758		5,887		948		8		—		21,601
Operating profit (loss)	$	4,516	$	457	$	(45)	$	(217)	$	—	$	4,711


Three Months Ended March 31, 2022	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Revenues from unaffiliated customers	$	11,498	$	6,127	$	823	$	5	$	—	$	18,453
Intersegment revenues (expenses)	193		(193)		—		—		—		—
Total net revenues	11,691		5,934		823		5		—		18,453
Operating profit (loss)	$	1,820	$	178	$	23	$	(102)	$	—	$	1,919

Schedule of Revenue and Long Lived Assets by Geographical Location

The following is a summary of assets by business segment (in thousands):


As of March 31, 2023	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Long-lived assets	$	308	$	86	$	—	$	298	$	—	$	692
Total assets excluding discontinued operations	$	100,683	$	18,357	$	19,560	$	369	$	(72,712)	$	66,257


As of December 31, 2022	Travelzoo North America		Travelzoo Europe		Jack’s Flight Club		New Initiatives		Elimination		Consolidated
Long-lived assets	$	375	$	86	$	—	$	196	$	—	$	657
Total assets excluding discontinued operations	$	97,693	$	19,253	$	18,737	$	267	$	(68,687)	$	67,263


	Three Months Ended
	March 31,
	2023		2022
Travelzoo North America
Travel	$	14,140	$	11,045
Local	618		646
Total Travelzoo North America revenues	14,758		11,691
Travelzoo Europe
Travel	5,550		5,624
Local	337		310
Total Travelzoo Europe revenues	5,887		5,934
Jack’s Flight Club	948		823
New Initiatives	8		5
Consolidated
Travelzoo Travel	19,690		16,669
Travelzoo Local	955		956
Jack’s Flight Club	948		823
New Initiatives	8		5
Total revenues	$	21,601	$	18,453


	Three Months Ended
	March 31,
	2023		2022
Revenue
United States	$	13,473	$	10,638
United Kingdom	4,962		3,999
Germany	1,495		2,252
Rest of the world	1,671		1,564
Total revenues	$	21,601	$	18,453

The following table sets forth property and equipment by geographic area (in thousands):


	March 31,		December 31,
	2023		2022
United States	$	201	$	274
Rest of the world	491		383
Total long-lived assets	$	692	$	657

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The following table provides a summary of amounts included in discontinued operations for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Revenues	$	—	$	—
Cost of revenues	—		—
Gross profit	—		—

Operating expenses:
Sales and marketing	—		—
Product development	—		—
General and administrative	1		8
Total operating expenses	1		8
Loss from operations	(1)		(8)
Other income (loss), net	(1)		(3)
Income (loss) before income taxes	(2)		(11)
Income tax expense	—		—
Net income (loss)	$	(2)	$	(11)


	March 31, 2023		December 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$	9	$	10
Accounts receivable, net	—		—
Prepaid expenses and other	1		1
Total assets from discontinued operations	$	10	$	11
LIABILITIES
Accounts payable	$	404	$	403
Accrued expenses and other	14		13
Income tax payable	24		24
Deferred revenue	11		12
Total liabilities from discontinued operations	$	453	$	452

The net cash used in operating activities for the discontinued operations for the three months ended March 31, 2023 and 2022, were as follows (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Net cash used in operating activities	$	(1)	$	(10)

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Components of Lease Cost

The following table summarizes the components of lease expense for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Operating lease cost	$	674	$	685
Short-term lease cost	20		—
Variable lease cost	150		221
Sublease income	(90)		(86)
Total lease cost	$	754	$	820

Schedule of Lease Assets and Liabilities

The following table summarizes the presentation in our condensed consolidated balance sheets of our operating leases (in thousands):


		March 31, 2023			December 31, 2022
Assets:
	Operating lease right-of-use assets	$	6,852		$	7,440

Liabilities:
	Operating lease liabilities	$	2,682		$	2,972
	Long-term operating lease liabilities	7,926			8,326
	Total operating lease liabilities	$	10,608		$	11,298

Weighted average remaining lease term (years)		5.79			5.87
Weighted average discount rate		4.2		%	4.3		%

Schedule of Lease Liability Maturity

Maturities of lease liabilities were as follows (in thousands):


Years ending December 31,
2023 (excluding the three months ended March 31, 2023)	$	2,237
2024	2,141
2025	1,782
2026	1,386
2027	1,350
Thereafter	2,925
Total lease payments	11,821
Less interest	(1,213)
Present value of operating lease liabilities	$	10,608

Non-Controlling Interest (Tables)

3 Months Ended

Mar. 31, 2023

Noncontrolling Interest [Abstract]

Schedule of Redeemable Noncontrolling Interest

The non-controlling interest for the three months ended March 31, 2023 and 2022 was as follow (in thousands):


Non-controlling interest—January 1, 2022	$	4,600
Net loss attributable to non-controlling interest	4
Non-controlling interest—March 31, 2022	4,604
Net loss attributable to non-controlling interest	30
Non-controlling interest—June 30, 2022	4,634
Net loss attributable to non-controlling interest	2
Non-controlling interest—September 30, 2022	4,636
Net loss attributable to non-controlling interest	(41)
Non-controlling interest—December 31, 2022	4,595
Net loss attributable to non-controlling interest	8
Non-controlling interest—March 31, 2023	$	4,603

Restatement of previously issued financial statements (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The impacts from the restatement as of and for the three months ended March 31, 2023 are as follows (in thousands):

Condensed Consolidated Balance Sheet:


	March 31, 2023
	As Reported		Adjustments		As Restated
Non-controlling interest	$	4,603	$	(4,603)	$	—
Stockholders’ equity:
Total Travelzoo stockholders’ equity	8,219		—		8,219
Non-controlling interest	—		4,603		4,603
Total stockholders’ equity	$	8,219	$	4,603	$	12,822

Condensed Consolidated Statement of Stockholders’ Equity:


	March 31, 2023
	As Reported		Adjustments		As Restated
Total Travelzoo stockholders’ equity	$	8,219	$	—	$	8,219
Non-controlling interest	—		4603		4,603
Total stockholders’ equity	$	8,219	$	4,603	$	12,822

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, supplier in Thousands, ¥ in Millions, shares in Millions, member in Millions				1 Months Ended	3 Months Ended					12 Months Ended
	Dec. 30, 2022 USD ($) $ / shares shares	Oct. 31, 2022 USD ($)	Jun. 16, 2020 JPY (¥)	Jan. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) member supplier	Mar. 31, 2023 JPY (¥) member supplier	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Related Party Transaction
Number of members \| member					30.0	30.0
Number of travel supplier partnerships \| supplier					5	5
Working capital					$ 6,000,000
Net cash provided by (used in) operating activities					535,000			$ (6,764,000)
Merchant payables					27,976,000					$ 32,574,000
Cash and cash equivalents					19,138,000					18,693,000
Deferred revenue					3,100,000					1,200,000
Deferred revenue recognized					630,000
Voucher liability, current					7,000,000					8,100,000
Customer voucher refund liability					785,000					$ 1,300,000
Goodwill impairments		$ 0			$ 0
Private Placement
Related Party Transaction
Number of shares sold \| shares	3.4
Sale of stock (in dollars per share) \| $ / shares	$ 4.45
Sale of stock, total consideration	$ 15,200,000
Sale of stock, cash	1,000,000
Sale of stock, promissory note	$ 4,800,000
Sale of stock, accrued interest (as a percent)	12.00%
Board of Directors Chairman
Related Party Transaction
Ownership percentage held by related party					50.50%					50.30%
Brother Of Board Of Directors Chairman
Related Party Transaction
Ownership percentage held by related party					4.20%
Travelzoo Europe
Related Party Transaction
Deferred revenue					$ 1,900,000
Travelzoo North America
Related Party Transaction
Deferred revenue					1,200,000
Government Assistance, CARES Act
Related Party Transaction
Proceeds from government funding				$ 1,200,000			$ 494,000	1,200,000
CANADA
Related Party Transaction
Job retention fund								68,000
North America
Related Party Transaction
Deferred revenue recognized					981,000
Europe
Related Party Transaction
Deferred revenue recognized					$ 250,000
Jack’s Flight Club
Related Party Transaction
Number of members \| member					2.0	2.0
Goodwill impairments									$ 2,100,000	$ 0
Travelzoo Japan
Related Party Transaction
Royalty recognized					$ 8,000			$ 5,000
Discontinued Operations, Disposed of by Sale \| Travelzoo Japan
Related Party Transaction
Interest free loan amount			¥ 46.0		430,000	¥ 46.0
Debt paid off					$ 39,000						$ 133,000
Travelzoo Japan \| Royalty Agreement Terms
Related Party Transaction
Term					5 years	5 years
Travelzoo Japan \| Loan Issued to Travelzoo Japan
Related Party Transaction
Term											5 years

Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 19,138	$ 18,693
Restricted cash	679	675
Cash, cash equivalents and restricted cash–discontinued operations	9	10
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$ 19,826	$ 19,378	$ 36,759	$ 44,989

Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income attributable to Travelzoo—continuing operations	$ 3,675	$ 2,370
Net loss attributable to Travelzoo—discontinued operations	$ (2)	$ (11)
Denominator:
Weighted average common shares - basic (in shares)	15,697	12,056
Effect of dilutive securities: stock options (in shares)	82	488
Weighted average common shares - diluted (in shares)	15,779	12,544
Income (loss) per share—basic
Continuing operations (in dollars per share)	$ 0.23	$ 0.20
Discontinued operations (in dollars per share)	0	0
Net income (loss) per share - basic (in dollars per share)	0.23	0.20
Income (loss) per share—diluted
Continuing operations (in dollars per share)	0.23	0.19
Discontinuing operations (in dollars per share)	0	0
Income (loss) per share - diluted (in dollars per share)	$ 0.23	$ 0.19
Anti-dilutive shares not included in computation of net income (loss) per common share (in shares)	950	50

Acquisitions - Narrative (Details) $ / shares in Units, € in Thousands, member in Thousands, shares in Millions						1 Months Ended	3 Months Ended						12 Months Ended
	Dec. 30, 2022 USD ($) $ / shares shares	Oct. 31, 2022 USD ($)	Mar. 17, 2022 USD ($)	Mar. 03, 2022 USD ($)	Mar. 03, 2022 EUR (€) member	Jan. 31, 2020 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 30, 2020 USD ($)
Business Acquisition [Line Items]
Tax indemnification							$ 9,537,000	$ 9,537,000					$ 9,537,000
Restrictive covenant period				3 years	3 years
Amortization expense							402,000				$ 433,000
Goodwill							$ 10,944,000	$ 10,944,000					$ 10,944,000
Royalty rate (as a percent)							5.00%
Goodwill impairments		$ 0					$ 0
Board of Directors Chairman
Business Acquisition [Line Items]
Ownership percentage held by related party							50.50%	50.30%					50.30%
Secret Escape U.S.
Business Acquisition [Line Items]
Direct transaction costs	$ 184,000
Operating loss carryforwards							$ 64,700,000
Tax indemnification	9,500,000
Purchase price of asset acquisition	$ 9,606,000		$ 1,750,000
Proceeds from license fees			$ 412,500
License agreement term			1 year
Payable upon closing			$ 600,000
Remaining payable amount, credit with seller			1,150,000
Eliminated obligation amount			$ 825,000
Amortization expense				$ 2,200,000			195,000	$ 195,000	$ 194,000	$ 194,000	195,000
Secret Escapes
Business Acquisition [Line Items]
Number of subscribers \| member					940
Purchase price of asset acquisition \| €					€ 400
Contingent consideration \| €					€ 100
Continuity period				6 months	6 months
Amortization expense							39,000	42,000	30,000	34,000	12,000
Earn-Out Opportunity \| Secret Escapes
Business Acquisition [Line Items]
Contingent consideration period				6 months	6 months
Private Placement
Business Acquisition [Line Items]
Number of shares sold \| shares	3.4
Sale of stock (in dollars per share) \| $ / shares	$ 4.45
Sale of stock, total consideration	$ 15,200,000
Sale of stock, cash	1,000,000
Sale of stock, promissory note	$ 4,800,000
Sale of stock, accrued interest (as a percent)	12.00%
Jack's Flight Club
Business Acquisition [Line Items]
Amortization expense							168,000	216,000	$ 216,000	$ 217,000	$ 226,000
Percentage of ownership before transaction (up to)						60.00%
Stock repurchased during period, value						$ 12,000,000
Intangible assets							660,000
Goodwill							13,100,000
Goodwill impairments												$ 2,100,000	$ 0
Jack's Flight Club \| Customer relationships
Business Acquisition [Line Items]
Intangible assets							3,500,000								$ 3,500,000
Jack's Flight Club \| Trade name
Business Acquisition [Line Items]
Intangible assets							2,500,000								2,460,000
Impaired indefinite lived intangible assets								$ 200,000				$ 810,000	$ 200,000	$ 0
Indefinite-lived intangible asset							$ 1,500,000
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]							General and Administrative Expense
Jack's Flight Club \| Noncompete agreements
Business Acquisition [Line Items]
Intangible assets															$ 660,000
Jack's Flight Club \| Jack's Flight Club
Business Acquisition [Line Items]
Impaired indefinite lived intangible assets							$ 0

Acquisitions - Allocation of Total Cost to Assets Acquired (Details) - Secret Escape U.S. - USD ($) $ in Thousands	Dec. 30, 2022	Mar. 17, 2022
Business Acquisition [Line Items]
Fair value of Travelzoo common stock issued	$ 15,175
Direct transaction costs	184
Cash received from Azzurro Capital Inc.	(1,000)
Notes receivable from Azzurro Capital Inc.	(4,753)
Total consideration for MTE assets	9,606	$ 1,750
Cash and cash equivalents	6
Prepaid expenses and other	45
Property and equipment	18
Tax indemnification asset	9,537
Total assets acquired	$ 9,606

Acquisitions - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Mar. 03, 2022	Jan. 31, 2020	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jan. 30, 2020
Intangible Assets, Excluding Goodwill [Roll Forward]
Intangible assets beginning			$ 3,651
Amortization of Intangible Assets			(402)				$ (433)
Intangible assets ending			3,249	$ 3,651
Secret Escapes
Intangible Assets, Excluding Goodwill [Roll Forward]
Intangible assets beginning			327	369	$ 399	$ 433
Acquisitions—March 2022							445
Amortization of Intangible Assets			(39)	(42)	(30)	(34)	(12)
Impairment of trade name—December 31, 2022				0
Intangible assets ending			288	327	369	399	433
Secret Escape U.S.
Intangible Assets, Excluding Goodwill [Roll Forward]
Intangible assets beginning			973	1,168	1,362	1,556
Acquisitions—March 2022							1,751
Amortization of Intangible Assets	$ (2,200)		(195)	(195)	(194)	(194)	(195)
Impairment of trade name—December 31, 2022				0
Intangible assets ending			778	973	1,168	1,362	1,556
Secret Escape Spain member database \| Secret Escapes
Business Acquisition [Line Items]
Fair Value								$ 445
Estimated Life (Years)		3 years
Secret Escape U.S. member database \| Secret Escapes
Business Acquisition [Line Items]
Fair Value								1,751
Estimated Life (Years)		2 years 3 months 18 days
Jack's Flight Club
Business Acquisition [Line Items]
Fair Value			660
Intangible Assets, Excluding Goodwill [Roll Forward]
Intangible assets beginning			2,351	2,767	2,983	3,200	3,426
Acquisitions—March 2022							0
Amortization of Intangible Assets			(168)	(216)	(216)	(217)	(226)
Impairment of trade name—December 31, 2022				(200)
Intangible assets ending			2,183	$ 2,351	$ 2,767	$ 2,983	$ 3,200
Jack's Flight Club \| Customer relationships
Business Acquisition [Line Items]
Fair Value			3,500					3,500
Estimated Life (Years)		5 years
Jack's Flight Club \| Trade name
Business Acquisition [Line Items]
Fair Value			$ 2,500					2,460
Jack's Flight Club \| Noncompete agreements
Business Acquisition [Line Items]
Fair Value								$ 660
Estimated Life (Years)		4 years

Acquisitions - Schedule of Expected Future Amortization Expense (Details) - Jack's Flight Club $ in Thousands	Mar. 31, 2023 USD ($)
Business Acquisition [Line Items]
2023 (excluding the three months ended March 31, 2023)	$ 1,159
2024	587
2025	53
Total	$ 1,799

Commitments and Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2004	Dec. 31, 2002	Mar. 31, 2023
Business Acquisition [Line Items]
Purchase obligation			$ 1.0
Minimum
Business Acquisition [Line Items]
Remaining lease term			1 year
Maximum
Business Acquisition [Line Items]
Remaining lease term			8 years
Travel Zoo Com Corporation
Business Acquisition [Line Items]
Period for receiving shares under merger	2 years	2 years
Number of shares exchanged under merger (in shares)		1

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Tax Contingency [Line Items]
Effective tax rate	27.00%	29.00%
Unrecognized deferred tax liability	$ 694
Accrued interest	746		$ 704
Secret Escape U.S.
Income Tax Contingency [Line Items]
Operating loss carryforwards	16,900
Operating loss carryforwards, unutilized	$ 16,400

Accumulated Other Comprehensive Loss (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	$ 4,256,000	$ (4,232,000)
Ending balance	8,219,000	3,135,000
Accumulated other comprehensive income (loss)	0	0
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(4,905,000)	(3,793,000)
Ending balance	(4,825,000)	(3,931,000)
Foreign Currency Translation
Accumulated Other Comprehensive Income [Roll Forward]
Other comprehensive income (loss) due to foreign currency translation, net of tax	$ 80,000	$ (138,000)

Stock-Based Compensation and Stock Options (Details) $ / shares in Units, $ in Thousands			1 Months Ended							3 Months Ended			12 Months Ended
	Jun. 01, 2021 employee $ / shares shares	May 29, 2020 employee $ / shares shares	Mar. 31, 2023 USD ($) extension $ / shares shares	Jun. 30, 2022 $ / shares shares	Mar. 31, 2022 $ / shares shares	Sep. 30, 2019 employee $ / shares shares	Oct. 31, 2017 $ / shares shares	Sep. 30, 2017 shares	Sep. 30, 2015 $ / shares shares	Mar. 31, 2023 USD ($) extension shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares
Stock Options \| September 2015 Plan \| Mr. Ralph Bartel
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted									400,000
Exercise price (in dollars per share) \| $ / shares									$ 8.07
Stock Options \| October 2017 Plan \| Mr. Ralph Bartel
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted							400,000	150,000
Exercise price (in dollars per share) \| $ / shares							$ 6.95
Options exercised (in shares)																250,000
Stock Options \| September 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted						300,000
Exercise price (in dollars per share) \| $ / shares						$ 10.79
Options vest (in shares)						75,000
Total stock-based compensation expense (reversal) \| $										$ 72		$ 71		$ 385
Unrecognized stock-based compensation expense \| $			$ 121							$ 121
Expected duration for recognition of stock based compensation expense										4 months 24 days
Stock Options \| September 2019 Plan \| Mr. Ralph Bartel
Share-based Compensation Arrangement by Share-based Payment Award
Exercise price (in dollars per share) \| $ / shares						$ 10.79
Options vest (in shares)						400,000
Stock Options \| September 2019 Plan \| Key Employees
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted						50,000
Number of key employees \| employee						6
Stock Options \| May 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted		100,000												88,917	54,258
Exercise price (in dollars per share) \| $ / shares		$ 3.49
Shares issued upon exercise of options (in shares)		300,000
Options forfeited (in shares)														125,000	100,000
Options vested and exercisable in future periods (in shares)														150,000	75,000
Options outstanding (in shares)			150,000							150,000
Options vested (in shares)										75,000
Stock Options \| May 2020 Plan \| Mr. Ralph Bartel
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted		800,000												390,809		1,900,000
Exercise price (in dollars per share) \| $ / shares		$ 3.49
Options outstanding (in shares)			200,000							200,000
Options vested (in shares)										200,000
Share-based compensation options were exercised (in shares)														600,000
Stock Options \| May 2020 Plan \| Key Employees
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted		200,000											4,676	24,474
Exercise price (in dollars per share) \| $ / shares		$ 3.49
Number of key employees \| employee		2
Options outstanding (in shares)			75,000							75,000
Options vested (in shares)										50,000			50,000
Total stock-based compensation expense (reversal) \| $										$ 25		$ 49
Unrecognized stock-based compensation expense \| $			$ 98							$ 98
Expected duration for recognition of stock based compensation expense										1 year
Share-based compensation options were exercised (in shares)													25,000	50,000
Stock Options \| June 2021 Plan \| One Employee
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted	50,000
Exercise price (in dollars per share) \| $ / shares	$ 9.44
Number of key employees \| employee	1
Options outstanding (in shares)			50,000							50,000
Options vested (in shares)										25,000
Total stock-based compensation expense (reversal) \| $										$ 36
Unrecognized stock-based compensation expense \| $			$ 251							$ 251
Expected duration for recognition of stock based compensation expense										1 year 9 months 18 days
Stock Options \| March 2022 plan
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period												6 months
Award vesting period												2 years
Stock Options \| March 2022 plan \| Holger Bartel
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted					600,000
Exercise price (in dollars per share) \| $ / shares					$ 8.14
Total stock-based compensation expense (reversal) \| $										$ 216
Unrecognized stock-based compensation expense \| $			$ 648							$ 648
Expected duration for recognition of stock based compensation expense										9 months 18 days
Vesting percentage					25.00%
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number			600,000							600,000
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested, number										300,000
Stock Options \| June 2022 plan
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted				100,000
Exercise price (in dollars per share) \| $ / shares				$ 6.78
Total stock-based compensation expense (reversal) \| $										$ 30
Unrecognized stock-based compensation expense \| $			$ 338							$ 338
Expected duration for recognition of stock based compensation expense										2 years 3 months
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number			100,000							100,000
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested, number										8,333
Number of extensions \| extension			3							3
Performance target extension period (in months)										3 months
Stock Options \| March 2023
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted			200,000
Exercise price (in dollars per share) \| $ / shares			$ 4.96
Options vested (in shares)			25,000
Total stock-based compensation expense (reversal) \| $			$ 17
Unrecognized stock-based compensation expense \| $			$ 539							$ 539
Expected duration for recognition of stock based compensation expense			3 years 9 months 18 days
Vesting percentage			12.50%
Vesting period			6 months
Award vesting period			4 years
Employee Stock \| September 2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted														800,000
Employee Stock \| October 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted											540,000			300,000
Exercise of stock options, net of taxes paid for net share settlement \| $											$ 1,900
Employee Stock \| May 2019 Plan \| Mr. Ralph Bartel
Share-based Compensation Arrangement by Share-based Payment Award
Share purchase amount of options granted														681,902
Options exercised (in shares)														260,000

Stock Repurchase Program (Details) - Repurchase May 2019 Plan - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Class of Stock [Line Items]
Stock repurchased program authorized number of shares (in shares)			1,000,000
Shares repurchased during period (in shares)	34,687	306,375
Stock repurchased during period, value	$ 186	$ 1,600
Remaining number of shares authorized to be repurchased (in shares)	658,938

Segment Reporting and Significant Customer Information - Narrative (Details) - segment		3 Months Ended	12 Months Ended
	Jan. 13, 2020	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Number of reportable operating segments		4	3
Jack's Flight Club \| Stock Purchase Agreement
Segment Reporting Information [Line Items]
Percentage of ownership after transaction	60.00%

Segment Reporting and Significant Customer Information - Operating Results from Continuing Operations and Assets by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets
Total revenues	$ 21,601	$ 18,453
Total net revenues	21,601	18,453
Operating profit (loss)	4,711	1,919
Travelzoo North America
Revenues from External Customers and Long-Lived Assets
Total revenues	14,758	11,691
Total net revenues	14,758	11,691
Operating profit (loss)	4,516	1,820
Travelzoo Europe
Revenues from External Customers and Long-Lived Assets
Total revenues	5,887	5,934
Total net revenues	5,887	5,934
Operating profit (loss)	457	178
Jack’s Flight Club
Revenues from External Customers and Long-Lived Assets
Total revenues	948	823
Total net revenues	948	823
Operating profit (loss)	(45)	23
New Initiatives
Revenues from External Customers and Long-Lived Assets
Total revenues	8	5
Total net revenues	8	5
Operating profit (loss)	(217)	(102)
Operating Segments \| Travelzoo North America
Revenues from External Customers and Long-Lived Assets
Total revenues	14,567	11,498
Operating Segments \| Travelzoo Europe
Revenues from External Customers and Long-Lived Assets
Total revenues	6,078	6,127
Operating Segments \| Jack’s Flight Club
Revenues from External Customers and Long-Lived Assets
Total revenues	948	823
Operating Segments \| New Initiatives
Revenues from External Customers and Long-Lived Assets
Total revenues	8	5
Intersegment revenues (expenses)
Revenues from External Customers and Long-Lived Assets
Total revenues	0	0
Operating profit (loss)	0	0
Intersegment revenues (expenses) \| Travelzoo North America
Revenues from External Customers and Long-Lived Assets
Total revenues	191	193
Intersegment revenues (expenses) \| Travelzoo Europe
Revenues from External Customers and Long-Lived Assets
Total revenues	(191)	(193)
Intersegment revenues (expenses) \| Jack’s Flight Club
Revenues from External Customers and Long-Lived Assets
Total revenues	0	0
Intersegment revenues (expenses) \| New Initiatives
Revenues from External Customers and Long-Lived Assets
Total revenues	$ 0	$ 0

Segment Reporting and Significant Customer Information - Long Lived Assets by Business Segment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets
Long-lived assets	$ 692	$ 657
Total assets excluding discontinued operations	66,257	67,263
Elimination
Revenues from External Customers and Long-Lived Assets
Long-lived assets	0	0
Total assets excluding discontinued operations	(72,712)	(68,687)
Travelzoo North America \| Operating Segments
Revenues from External Customers and Long-Lived Assets
Long-lived assets	308	375
Total assets excluding discontinued operations	100,683	97,693
Travelzoo Europe \| Operating Segments
Revenues from External Customers and Long-Lived Assets
Long-lived assets	86	86
Total assets excluding discontinued operations	18,357	19,253
Jack’s Flight Club \| Operating Segments
Revenues from External Customers and Long-Lived Assets
Long-lived assets	0	0
Total assets excluding discontinued operations	19,560	18,737
New Initiatives \| Operating Segments
Revenues from External Customers and Long-Lived Assets
Long-lived assets	298	196
Total assets excluding discontinued operations	$ 369	$ 267

Segment Reporting and Significant Customer Information - Revenue by Type and Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets
Total revenues	$ 21,601	$ 18,453
Travelzoo North America
Revenues from External Customers and Long-Lived Assets
Total revenues	14,758	11,691
Travelzoo Europe
Revenues from External Customers and Long-Lived Assets
Total revenues	5,887	5,934
Jack’s Flight Club
Revenues from External Customers and Long-Lived Assets
Total revenues	948	823
New Initiatives
Revenues from External Customers and Long-Lived Assets
Total revenues	8	5
Travel
Revenues from External Customers and Long-Lived Assets
Total revenues	19,690	16,669
Travel \| Travelzoo North America
Revenues from External Customers and Long-Lived Assets
Total revenues	14,140	11,045
Travel \| Travelzoo Europe
Revenues from External Customers and Long-Lived Assets
Total revenues	5,550	5,624
Local
Revenues from External Customers and Long-Lived Assets
Total revenues	955	956
Local \| Travelzoo North America
Revenues from External Customers and Long-Lived Assets
Total revenues	618	646
Local \| Travelzoo Europe
Revenues from External Customers and Long-Lived Assets
Total revenues	$ 337	$ 310

Segment Reporting and Significant Customer Information - Revenue for Individual Countries that Exceed 10% of Total Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue, Major Customer [Line Items]
Total revenues	$ 21,601	$ 18,453
United States
Revenue, Major Customer [Line Items]
Total revenues	13,473	10,638
United Kingdom
Revenue, Major Customer [Line Items]
Total revenues	4,962	3,999
Germany
Revenue, Major Customer [Line Items]
Total revenues	1,495	2,252
Rest of the world
Revenue, Major Customer [Line Items]
Total revenues	$ 1,671	$ 1,564

Segment Reporting and Significant Customer Information - Long Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets
Long-lived assets	$ 692	$ 657
United States
Revenues from External Customers and Long-Lived Assets
Long-lived assets	201	274
Rest of the world
Revenues from External Customers and Long-Lived Assets
Long-lived assets	$ 491	$ 383

Discontinued Operations - Summary of Amounts Included in Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Net income (loss)	$ (2)	$ (11)
Discontinued Operations, Disposed of by Sale \| Asia Pacific Disposal
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	0	0
Cost of revenues	0	0
Gross profit	0	0
Operating expenses:
Sales and marketing	0	0
Product development	0	0
General and administrative	1	8
Total operating expenses	1	8
Loss from operations	(1)	(8)
Other income (loss), net	(1)	(3)
Income (loss) before income taxes	(2)	(11)
Income tax expense	0	0
Net income (loss)	$ (2)	$ (11)

Discontinued Operations - Narrative (Details) $ in Thousands				3 Months Ended			12 Months Ended
	Aug. 24, 2020	Jun. 16, 2020 JPY (¥)	Jun. 16, 2020 USD ($)	Mar. 31, 2023 JPY (¥)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Travelzoo Japan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from royalties received					$ 8	$ 5
Travelzoo Singapore
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from royalties received					8	$ 5
Discontinued Operations, Disposed of by Sale \| Travelzoo Japan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage sold		100.00%	100.00%
Proceeds from divestiture of businesses \| ¥		¥ 1
Loss on disposition of business			$ 128
Interest free loan amount		¥ 46,000,000		¥ 46,000,000	$ 430
Repayments of debt							$ 133
Discontinued Operations, Disposed of by Sale \| Travelzoo Singapore
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage sold	100.00%
Duration of royalty payments	5 years

Discontinued Operations - Summary of Assets and Liabilities From Discontinued Operation (Details) - Discontinued Operations, Disposed of by Sale - Travelzoo Singapore - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$ 9	$ 10
Accounts receivable, net	0	0
Prepaid expenses and other	1	1
Total assets from discontinued operations	10	11
LIABILITIES
Accounts payable	404	403
Accrued expenses and other	14	13
Income tax payable	24	24
Deferred revenue	11	12
Total liabilities from discontinued operations	$ 453	$ 452

Discontinued Operations - Summary of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Discontinued Operations, Disposed of by Sale \| Travelzoo Singapore
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash used in operating activities	$ (1)	$ (10)

Leases - Narrative (Details)	Mar. 31, 2023 option
Lessee, Lease, Description [Line Items]
Number of renewal options (or more)	1
Minimum
Lessee, Lease, Description [Line Items]
Term of contract	1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of contract	7 years

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease cost	$ 674	$ 685
Short-term lease cost	20	0
Variable lease cost	150	221
Sublease income	(90)	(86)
Total lease cost	754	820
Cash paid for amounts included in the measurement of lease liabilities	860	938
Right-of-use assets obtained in exchange for lease obligations—operating leases	$ 0	$ 0

Leases - Lease Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets:
Operating lease right-of-use assets	$ 6,852	$ 7,440
Liabilities:
Operating lease liabilities	2,682	2,972
Long-term operating lease liabilities	7,926	8,326
Total operating lease liabilities	$ 10,608	$ 11,298
Weighted average remaining lease term (years)	5 years 9 months 14 days	5 years 10 months 13 days
Weighted average discount rate	4.20%	4.30%

Leases - Schedule of Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2023 (excluding the three months ended March 31, 2023)	$ 2,237
2024	2,141
2025	1,782
2026	1,386
2027	1,350
Thereafter	2,925
Total lease payments	11,821
Less interest	(1,213)
Present value of operating lease liabilities	$ 10,608	$ 11,298

Non-Controlling Interest (Details) - USD ($) $ in Thousands	3 Months Ended
Non-Controlling Interest (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Non-controlling interest—Beginning balance	$ 4,595	$ 4,636	$ 4,634	$ 4,604
Net income attributable to non-controlling interest	8	(41)	2	30	$ 4
Non-controlling interest—Ending balance	$ 4,603	$ 4,595	$ 4,636	$ 4,634	$ 4,604
Jack's Flight Club
Noncontrolling Interest [Line Items]
Percentage of equity interest	60.00%

Related Party Transactions (Details) $ / shares in Units, subscriber in Millions				1 Months Ended	3 Months Ended				6 Months Ended
	Dec. 30, 2022 USD ($) $ / shares shares	Mar. 17, 2022 USD ($)	Mar. 12, 2021 USD ($) subscriber	Mar. 31, 2022 shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jul. 29, 2022 shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022
Related Party Transaction
Sale of stock, accrued interest										$ 143,000
Prepaid expenses-Related party						$ 1,150,000
Stock purchased and sold (in shares) \| shares									25,000
Gain on sale of stock purchased and sold					$ 46,000
Secret Escape U.S.
Related Party Transaction
Proceeds from license fees		$ 412,500
License agreement term		1 year
Purchase price of asset acquisition	$ 9,606,000	$ 1,750,000
Payable upon closing		600,000
Remaining payable amount, credit with seller		1,150,000
Eliminated obligation amount		$ 825,000
Private Placement
Related Party Transaction
Number of shares sold \| shares	3,400,000
Sale of stock (in dollars per share) \| $ / shares	$ 4.45
Sale of stock, total consideration	$ 15,200,000
Sale of stock, cash	1,000,000
Sale of stock, promissory note	$ 4,800,000
Sale of stock, accrued interest (as a percent)	12.00%
Azzurro Brands Inc.
Related Party Transaction
Number of subscribers \| subscriber			2.2
License fee			$ 413,000
Proceeds from license fees			$ 894,000			$ 800,000	$ 701,000	$ 894,000
License agreement term			1 year
License agreement, termination term			60 days
Board of Directors Chairman
Related Party Transaction
Ownership percentage held by related party										50.50%	50.30%
Brother Of Board Of Directors Chairman
Related Party Transaction
Ownership percentage held by related party										4.20%
Share purchase amount of options granted \| shares				600,000

Restatement of previously issued financial statements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Non-controlling interest	$ 0
Stockholders’ equity:
Total Travelzoo stockholders’ equity (deficit)	8,219	$ 4,256			$ 3,135		$ (4,232)
Non-controlling interest	4,603	4,595	$ 4,636	$ 4,634	4,604	$ 4,600
Total stockholders’ equity (deficit)	12,822	8,851
Statement of Stockholders' Equity [Abstract]
Total Travelzoo stockholders’ equity	8,219	4,256			3,135		$ (4,232)
Non-controlling interest	4,603	4,595	$ 4,636	$ 4,634	$ 4,604	$ 4,600
Total stockholders’ equity	12,822	$ 8,851
As Reported
Statement of Financial Position [Abstract]
Non-controlling interest	4,603
Stockholders’ equity:
Total Travelzoo stockholders’ equity (deficit)	8,219
Non-controlling interest	0
Total stockholders’ equity (deficit)	8,219
Statement of Stockholders' Equity [Abstract]
Total Travelzoo stockholders’ equity	8,219
Non-controlling interest	0
Total stockholders’ equity	8,219
Adjustments
Statement of Financial Position [Abstract]
Non-controlling interest	(4,603)
Stockholders’ equity:
Total Travelzoo stockholders’ equity (deficit)	0
Non-controlling interest	4,603
Total stockholders’ equity (deficit)	4,603
Statement of Stockholders' Equity [Abstract]
Total Travelzoo stockholders’ equity	0
Non-controlling interest	4,603
Total stockholders’ equity	$ 4,603

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