Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
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, $0.01 par value | |
Trading Symbol | TZOO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,306,522 | |
Entity Central Index Key | 0001133311 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ 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 | 4,603 | 4,595 |
Stockholders’ deficit: | ||
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 stockholders’ equity | 8,219 | 4,256 |
Total liabilities and stockholders’ equity | $ 66,267 | $ 67,274 |
CONDENSED CONSOLIDATED BALANC_2
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 STATEMEN
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 STATEM_2
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 STATEM_3
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 STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Tax Indemnification | Note Receivable from Shareholder | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 12,551 | |||||||
Beginning balance at Dec. 31, 2021 | $ (4,232) | $ 126 | $ (5,488) | $ 4,415 | $ 0 | $ 0 | $ 508 | $ (3,793) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 542 | 542 | ||||||
Foreign currency translation adjustment | (138) | (138) | ||||||
Net income–Travelzoo | 2,359 | 2,359 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 12,551 | |||||||
Ending balance at Mar. 31, 2022 | (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 | 4,256 | $ 165 | (7,130) | 23,274 | (9,537) | (4,753) | 7,142 | (4,905) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 396 | 396 | ||||||
Repurchase of common stock | (186) | (186) | ||||||
Foreign currency translation adjustment | 80 | 80 | ||||||
Net income–Travelzoo | 3,673 | 3,673 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 16,505 | |||||||
Ending balance at Mar. 31, 2023 | $ 8,219 | $ 165 | $ (7,316) | $ 23,670 | $ (9,537) | $ (4,753) | $ 10,815 | $ (4,825) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | 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. Se e Note 3: Acquisitions in the unaudit ed 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 h ad 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 vouche rs 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 vouc her 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. (c) Significant Accounting Policies 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 a ccounts 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 assu |
Net Income Per Share
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 For the three months ended March 31, 2023 and 2022, options to purchas e 950,000 shares and 50,000 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 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. T ravelzoo 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 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Income Taxes
Income Taxes | 3 Months Ended |
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 q uarter. 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
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 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. |
Stock-Based Compensation and St
Stock-Based Compensation and Stock Options | 3 Months Ended |
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 stateme nts 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 upo n 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, pursu ant 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. S tock-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 execut ed 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
Stock Repurchase Program | 3 Months Ended |
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 |
Segment Reporting and Significa
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 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 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 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 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 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 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 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, December 31, 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
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 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 total ed $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 |
Non-Controlling Interest
Non-Controlling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | 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
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
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. |
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 a ccounts 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 Accoun_3
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 | 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 |
Restrictions on Cash and Cash Equivalents | 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 |
Net Income Per Share (Tables)
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)
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 Comprehensi_2
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 Signifi_2
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 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 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 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 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 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 |
Discontinued Operations (Tables
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) 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, December 31, 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)
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 (Table
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 |
Summary of Significant Accoun_4
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 ($) supplier member | Mar. 31, 2023 JPY (¥) supplier member | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction | |||||||||||
Number of members | member | 30 | 30 | |||||||||
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% | ||||||||||
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 | 2 | |||||||||
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 | 430,000 | ¥ 46 | ||||||||
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 Accoun_5
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)
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 (Detai
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% | ||||||||||||||
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% | ||||||||||||||
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% | ||||||||||||||
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 To
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 Inta
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 Expe
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 (
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 | ||
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)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 27% | 29% | |
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 Comprehensi_3
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 | (1,469,000) |
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 _2
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% | |||||||||||||||
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 (Detai
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 Signifi_3
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% |
Segment Reporting and Signifi_4
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 Signifi_5
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 Signifi_6
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 Signifi_7
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 Signifi_8
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 - Summa
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 - Narra
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% | 100% | |||||
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% | ||||||
Duration of royalty payments | 5 years |
Discontinued Operations - Sum_2
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 - Sum_3
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)
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)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
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 In
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
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 (Detai
Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
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 | $ 4,600 |
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% |
Related Party Transactions (Det
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% | ||||||||||
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 |