Travelzoo (TZOO) 10-K/A 14 Aug 23 2022 FY Annual report (amended) Financial data

Cover Page

Cover Page - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Aug. 10, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K/A
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Amendment Flag	true
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 46,013
Entity Common Stock, Shares Outstanding		14,910,098
Documents Incorporated by Reference	Portions of the Registrant's Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13, and 14.
Entity Central Index Key	0001133311
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Description	This Amendment No. 1 to our Annual Report on Form 10-K/A (“Form 10-K/A” or “Amended 2022 Annual Report”) amends and restates certain information included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Original 2022 Form 10-K”). As previously announced in our Current Report on Form 8-K filed with the SEC on August 8, 2023, in connection with the preparation of our second quarter 2023 condensed consolidated financial statements, Travelzoo (the “Company”, “management”, “we”) realized that the presentation of the non-controlling interest (NCI) classification during the first quarter of 2022, the second quarter of 2022, the third quarter of 2022, the year ended December 31, 2022 and the first quarter of 2023 had not been correctly updated in the consolidated balance sheet and consolidated statement of stockholders’ equity. Specifically, when the put/call option in the Company’s stock purchase agreement with JFC Travel Group Co. expired in January 2022, the Company did not reclassify the NCI from temporary equity to permanent equity. The reclassification of NCI of approximately $4.6 million from temporary equity to permanent equity reduced temporary equity and increased permanent equity but did not have any impact on the Company's previously reported total assets, total liabilities and stockholder’s equity, results of operations or cash flows.Except as described above, no other changes have been made to the Original 2022 Form 10-K or the Quarterly Reports on Form 10-Q for the first quarter of 2022, the second quarter of 2022, the third quarter of 2022 and the first quarter of 2023. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-K and Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filings.Internal Control ConsiderationsIn connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2022. The Company’s management has concluded that the material weakness in the Company’s internal control over financial reporting previously disclosed in the Form 10-K for the period ending December 31, 2022 applies to the reason behind this restatement, specifically, relating to having sufficient resources for the accounting for certain non-routine, unusual or complex transactions. Management has already begun working on a remediation plan, including hiring additional resources and utilizing subject matter experts as and when needed. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Item 9A, “Controls and Procedures” of this Amended Form 10-K.

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	49
Auditor Name	RSM US LLP
Auditor Location	San Jose, California

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 18,693	$ 43,815
Accounts receivable, less allowance for doubtful accounts of $1,468 and $2,094 as of December 31, 2022 and 2021, respectively	13,820	14,871
Prepaid income taxes	1,778	3,325
Prepaid expenses and other	1,289	1,891
Prepaid expenses—Related party	0	1,150
Assets from discontinued operations	11	71
Total current assets	35,591	65,123
Deposits and other	5,094	6,784
Deferred tax assets	3,222	3,949
Restricted cash	675	1,142
Operating lease right-of-use assets	7,440	7,700
Property and equipment, net	657	659
Intangible assets, net	3,651	3,426
Goodwill	10,944	10,944
Total assets	67,274	99,727
Current liabilities:
Accounts payable	4,271	3,411
Merchant payables	32,574	68,678
Accrued expenses and other	5,049	10,212
Deferred revenue	2,216	1,733
Operating lease liabilities	2,972	3,180
Income tax payable	0	185
Liabilities from discontinued operations	452	485
Total current liabilities	47,534	87,884
Long-term operating lease liabilities	8,326	9,111
Other long-term liabilities	2,563	2,364
Total liabilities	58,423	99,359
Commitments and contingencies (Note 6)
Non-controlling interest	0	4,600
Stockholders’ equity (deficit):
Preferred stock, $0.01 par value per share (5,000 shares authorized; none issued)	0	0
Common stock, $0.01 par value (20,000 shares authorized as of December 31, 2022 and 2021, respectively; 16,505 shares issued and 15,704 shares outstanding as of December 31, 2022 and 12,551 shares issued and 12,056 shares outstanding as of December 31, 2021)	165	126
Treasury stock, at cost (801 shares and 495 shares as of December 31, 2022 and 2021)	(7,130)	(5,488)
Additional paid-in capital	23,274	4,415
Tax indemnification	(9,537)	0
Note receivable from shareholder	(4,753)	0
Retained earnings	7,142	508
Accumulated other comprehensive loss	(4,905)	(3,793)
Total Travelzoo stockholders’ equity (deficit)	4,256	(4,232)
Non-controlling interest	4,595
Total stockholders’ equity (deficit)	8,851	(4,232)
Total liabilities and stockholders’ equity (deficit)	$ 67,274	$ 99,727

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets, Current [Abstract]
Accounts receivable, less allowance for doubtful accounts	$ 1,468	$ 2,094
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
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	12,551,000
Common stock, shares outstanding (in shares)	15,704,000	12,056,000
Treasury stock (in shares)	801,000	495,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues	$ 70,599	$ 62,712
Cost of revenues	10,003	11,388
Gross profit	60,596	51,324
Operating expenses:
Sales and marketing	33,072	30,294
Product development	2,064	2,590
General and administrative	17,903	19,753
Total operating expenses	53,039	52,637
Operating income (loss)	7,557	(1,313)
Other income, net	2,401	4,006
Income from continuing operations before income taxes	9,958	2,693
Income tax expense	3,270	1,778
Income from continuing operations	6,688	915
Loss from discontinued operations, net of tax	(59)	(13)
Net income	6,629	902
Net loss attributable to non-controlling interest	(5)	(9)
Net income attributable to Travelzoo	6,634	911
Net income attributable to Travelzoo—continuing operations	6,693	924
Net loss attributable to Travelzoo—discontinued operations	$ (59)	$ (13)
Income (loss) per share—basic
Continuing operations (in dollars per share)	$ 0.54	$ 0.08
Discontinued operations (in dollars per share)	0	0
Net income (loss) per share, basic (in dollars per share)	0.54	0.08
Income (loss) per share—diluted
Continuing operations (in dollars per share)	0.53	0.07
Discontinuing operations (in dollars per share)	0	0
Net income (loss) per share, diluted (in dollars per share)	$ 0.53	$ 0.07
Shares used in per share calculation from continuing and discontinued operations—basic (in shares)	12,372	11,646
Shares used in per share calculation from continuing and discontinued operations—diluted (in shares)	12,561	12,991
Continuing Operations
Income (loss) per share—diluted
Shares used in per share calculation from continuing and discontinued operations—basic (in shares)	12,372	11,646
Shares used in per share calculation from continuing and discontinued operations—diluted (in shares)	12,561	12,991
Discontinued Operations
Income (loss) per share—diluted
Shares used in per share calculation from continuing and discontinued operations—basic (in shares)	12,372	11,646
Shares used in per share calculation from continuing and discontinued operations—diluted (in shares)	12,372	11,646

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 6,629	$ 902
Other comprehensive income (loss):
Foreign currency translation adjustment	(1,112)	266
Total comprehensive income	$ 5,517	$ 1,168

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Total Travelzoo Stockholders’ Equity (Deficit)	Common Stock	Treasury Stock	Additional Paid-In Capital	Tax Indemnification	Note Receivable from Shareholder	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Loss	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2020			11,365,000
Beginning balance at Dec. 31, 2020	$ 1,891	$ 1,891	$ 114	$ 0	$ 6,239	$ 0	$ 0	$ (403)	$ (4,059)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,748	3,748			3,748
Repurchase and retirement of common stock	$ (5,488)	(5,488)		(5,488)
Proceeds from exercise of stock options, net of share settlement (in shares)	2,160,000		1,186,000
Proceeds from exercise of stock options, net of share settlement	$ (5,560)	(5,560)	$ 12		(5,572)
Foreign currency translation adjustment	266	266							266
Net income—Travelzoo	911	911						911
Net income	$ 902
Ending balance (in shares) at Dec. 31, 2021	12,056,000		12,551,000
Ending balance at Dec. 31, 2021	$ (4,232)	(4,232)	$ 126	(5,488)	4,415	0	0	508	(3,793)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of non-controlling interest	4,600									4,600
Stock-based compensation expense	1,805	1,805			1,805
Repurchase and retirement of common stock	$ (1,642)	(1,642)		(1,642)
Proceeds from exercise of stock options, net of share settlement (in shares)	565,000		544,000
Proceeds from exercise of stock options, net of share settlement	$ 1,872	1,872	$ 5		1,867
Proceeds from short swing settlement	46	46			46
Issuance of common stock for cash, notes, and other consideration, net (in shares)			3,410,000
Issuance of common stock for cash, notes and other consideration, net	885	885	$ 34		15,141	(9,537)	(4,753)
Foreign currency translation adjustment	(1,112)	(1,112)							(1,112)
Net income—Travelzoo	6,634
Net income	$ 6,629	6,634						6,634		(5)
Ending balance (in shares) at Dec. 31, 2022	15,704,000		16,505,000
Ending balance at Dec. 31, 2022	$ 8,851	$ 4,256	$ 165	$ (7,130)	$ 23,274	$ (9,537)	$ (4,753)	$ 7,142	$ (4,905)	$ 4,595

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 6,629	$ 902
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,189	1,820
Stock-based compensation	1,805	3,748
Deferred income tax	774	813
Impairment of intangible assets and goodwill	200	0
Loss on sale of long-lived assets	47	0
Gain on sale of equity investment in WeGo	(196)	0
Gain on PPP notes payable forgiveness	0	(3,588)
Net foreign currency effect	232	(373)
Provision for (reversal of) loss on accounts receivable and refund reserve	(4,367)	425
Changes in operating assets and liabilities:
Accounts receivable	1,317	(9,735)
Prepaid income taxes	1,452	(2,458)
Prepaid expenses and other	1,627	(8,092)
Accounts payable	902	(3,311)
Merchant payables	(35,228)	12,179
Accrued expenses and other	(496)	321
Income tax payable	(162)	(138)
Other liabilities	154	(596)
Net cash used in operating activities	(23,121)	(8,083)
Cash flows from investing activities:
Purchases of intangible assets	(1,049)	0
Proceeds from repayment of note receivable	0	133
Proceeds from sale of equity investment in WeGo	196	0
Purchases of property and equipment	(462)	(29)
Net cash provided by (used in) investing activities	(1,315)	104
Cash flows from financing activities:
Repurchase of common stock	(1,642)	(5,488)
Payment of promissory notes	0	(110)
Proceeds from short swing settlement	46	0
Proceeds from issuance of common stock	1,006	0
Proceeds from exercise of stock options, net of taxes paid for net share settlement of equity awards	1,872
Proceeds from exercise of stock options, net of taxes paid for net share settlement of equity awards		(5,560)
Net cash provided by (used in) financing activities	1,282	(11,158)
Effect of exchange rate changes on cash and cash equivalents	(2,457)	(259)
Net decrease in cash, cash equivalents and restricted cash	(25,611)	(19,396)
Cash, cash equivalents and restricted cash at beginning of year	44,989	64,385
Cash, cash equivalents and restricted cash at end of year	19,378	44,989
Supplemental Cash Flow Information [Abstract]
Cash paid for income taxes, net	1,147	3,115
Cash paid for interest	0	4
Right-of-use assets obtained in exchange for lease obligations—operating leases	1,652	1,777
Cash paid for amounts included in the measurement of lease liabilities	3,224	4,304
Non-cash investing and financing activities:
Fair Value of Assets Acquired	1,150	0
Stock Issued	63	0
Common stock issued for note receivable from shareholder	4,753	0
Tax Indemnification Secured By Common Stock, Value	$ 9,537	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
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 tha n 5,000 top travel suppliers—our long-standing relationships give Travelzoo members access to irresistible offers. Travelzoo attracts a high-quality audience of travel enthusiasts across multiple digital platforms, including email, websites, social media and mobile applications. The Travelzoo website is visited by 5.4 million to 6.6 million unique visitors each month. We have over 4.5 million followers on Facebook, Instagram, and Twitter. Our Apple and Android mobile applications have been downloaded 7.4 million times. 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. 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 $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 Metaverse Travel Experiences, Inc. (“MTE”), which transfer was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company recorded the $4.8 million promissory note as Note receivable from shareholder in the stockholders' equity section on the consolidated balance sheet as of December 31, 2022. See Note 3: Accqusitions and Note 13: Related Party Transactions in the accompanying 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 December 31, 2022, Jack’s Flight Club had 1.9 million subscribers. Jack’s Flight Club’s revenues are generated by subscription fees paid by members. See Note 3 to th e 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. Prior periods have been reclassified to conform with the current presentation. 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 to be repaid over 3 years for JPY 46 million (approximately $430,000), of which $133,000 was repaid in 2021 and the remaining 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 December 31, 2022. 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 $25,000 and $3,000 for its licensing arrangements from AUS Buyer for the years ended December 31, 2022 and 2021, respectively. The Company did not record royalties from Travelzoo Japan for the year ended December 31, 2022. The Company recognized royalties of $9,000 from Travelzoo Japan for the year ended December 31, 2021. We expect the royalty payments to increase over time as the effects of the pandemic subside. WeGo Investment The Company previously held a minority share equal to 33.7% in weekengo GmbH ("WeGo"), which the Company sold to trivago N.V. (“trivago”) on December 23, 2020. Per the Share Purchase Agreement, by and among Travelzoo (Europe) Limited, trivago, and the other shareholders of WeGo (the “trivago SPA”), the Company sold all of its shares in WeGo to trivago for a total purchase price of approximately $2.9 million , of which $196,000 was placed in escrow for one year. The Company recorded $468,000 gain in Other income (loss), net for the sale of WeGo shares in 2020. The Company received the full escrow payment of $196,000 in January 2022 and recorded the gain in Other income (loss), net for the year ended December 31, 2022. WeGo agreed to pay in a lump sum the remaining amount outstanding pursuant to the Insertion Order equal to approximately $200,000 . The payment was made and recorded in the first quarter of 2021. The Second Insertion Order and any obligation for additional payments from WeGo for marketing were terminated. Global funding for Pandemic In January 2022 and July 2022, the Com pany’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 pandemic-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 with 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. The Company also received job retention related government funding in 2022 and 2021. Job retention related funding from Canada was approximately $164,000 and $400,000 for 2022 and 2021, respectively. The Company did not receive retention related funding from European locations in 2022. Job retention related funding from European locations was approximately $31,000 for 2021. Such funding was recorded against salary and related expenses. Liquidity Travelzoo funds operations primarily with revenues generated from adverting fees and the sale of vouchers. The global pandemic has had a significant negative effect on the Company and many of our advertisers. In the Company’s financial statements presented in this 10-K 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 $11.9 million as of December 31, 2022. C ash used in operating activities was $23.1 million for the year ended December 31, 2022 . In order to entice customers, Travelzoo adjusted its policy in the second quarter of 2020 so that vouchers were fully refundable until expiration or redemption 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. As of December 31, 2022 , the Company has recorded merchant payables of $32.6 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 year ended December 31, 2022 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 $18.7 million as of December 31, 2022. Although as mentioned above, all merchant payables are classified as current, the expiration dates of these vouchers range between January 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. Jack’s Flight Club In January 2020, Travelzoo acquired Jack’s Flight Club, which operates Jack’s Flight Club , a subscription service that provides members with information about exceptional airfares. As of December 31, 2022, Jack’s Flight Club had 1.9 million subscribers. J ack’s Flight Club’s revenues are generated by subscription fees paid by members. In June 2020, the Company renegotiated certain aspects of that certain Stock Purchase Agreement, dated as of January 13, 2020, by and among Travelzoo, Jack’s Flight Club and the sellers party thereto (the “Sellers”) with the Sellers and reached a settlement for the outstanding Promissory Notes, dated as of January 13, 2020, by and between Travelzoo and each Seller (the “Promissory Notes”) . See Note 3 to the consolidated financial statements for further information. 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 December 30, 2022 together with Ralph Bartel, in his individual capacity (together, the “Azzurro Parties"), holds approximately 50.3% of the Company's outstanding shares. Financial Statements The consolidated financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") in the United States ("U.S."). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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 GAAP. 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. (b) 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 the Standalone email newsletter 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, limited offerings of vacation packages and subscription revenues from Jack's Flight Club. The Company's disaggregated revenues are included in “Note 12: Segment Reporting and Significant Customer Information”. For fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period. For 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 ad 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 advertisement, Travelzoo Network properties, or social media properties. For these customers, the Company recognizes revenues each time an ad is displayed 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. Since the second quarter of 2020, the Company expanded its vouchers refund policy in order to entice customers given the economic climate at that time 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. 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 monthly pro rata over the subscription period. Commission revenue related to our hotel platform is recognized ratably over the period of guest stay, net of an allowance for cancellations based upon historical patterns. For arrangements for booking non-cancelable reservations where the Company’s performance obligation is deemed to be the successful booking of a hotel reservation, the Company records 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 on 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 Topic 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 . At December 31, 2021, $1.3 million was recorded as deferred revenue for Jack's Flight Club and was fully recognized as revenue during 2022, $473,000 was recorded as deferred revenue for Travelzoo North America and Travelzoo Euro pe, of which $463,000 was recognized as revenue during 2022. At December 31, 2022, the deferred revenue balance was $2.2 million, of which $1.2 million was for Jack's Flight Club, and the remaining $981,000 was for Travelzoo North America and Travelzoo Europe. (c) 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. In the second quarter of 2020, the Company expanded its vouchers 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 January 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 December 31, 2022, the Company had approximately $8.1 million of unredeemed vouchers that had been sold through December 31, 2022 representing the Company’s commission earned from the sale. The Company had estimated a refund liability of $1.3 million for these unredeemed vouchers as of December 31, 2022 which is recorded as a reduction of revenues and is reflected as a current liability in Accrued expenses and other on the consolidated balance sheet. As of December 31, 2021, the Company had approximately $17.2 million of unredeemed vouchers that had been sold through 2021 representing the Company’s commission earned from the sale and estimated a refund liability of $5.2 million for these unredeemed vouchers as of December 31, 2021, which was recorded as a reduction of revenues and was reflected as a current liability in accrued expenses and other on the consolidated balance sheet. The Company has recorded merchant payables of $32.6 million as of December 31, 2022 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 consolidated balance sheets. Estimated member refunds that are determined to be recoverable from the merchant are recorded in the 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. (d) 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. (d) 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. (d) 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. The Company performs an impairment test by comparing the book value of the reporting unit to the fair value of the reporting units utilizing a combination of valuation techniques, including an income approach (discounted cash flows) and market approach (guideline company method). The Company performed its annual impairment test as of October 31, 2022 and 2021 and no impairment charge was identified in connection with the annual impairment tests. (d) Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on its historical experience of write-offs and a detailed assessment of our accounts receivable and allowance for doubtful accounts. In estimating the provision for doubtful accounts, management considers the age of the accounts receivable, historical write-offs, the creditworthiness of the advertiser, the economic conditions of the advertiser’s industry, and general economic conditions, among other factors. Should any of these factors change, the estimates made by management will also change, which could impact the level of the future provision for doubtful accounts. Specifically, if the financial condition of our advertisers were to deteriorate, affecting their ability to make payments, additional provision for doubtful accounts may be required. (e) Advertising Costs Advertising costs are expensed as incurred. Online advertising is expensed as incurred over the period the advertising is displayed. Advertising costs for Travelzoo North America and Travelzoo Europe amounte d to $6.4 million and $3.7 million for years ended December 31, 2022 and 2021, respectively. Advertising and marketing costs for Jack's Flight Club was $545,000 and $221,000 for the years ended December 31, 2022 and 2021, respectively. (f) 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 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 accompanying consolidated balance sheet as of December 31, 2022. 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 (expense), net on a straight-line basis over the lease term in its consolidated statements of operations. (g) Stock-Based Compensation 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 as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations. See Note 10 to the cons olidated financial statements for a further discussion on stock-based compensation. (h) Foreign Currency All foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Realized gains and losses from foreign currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations. Total foreign currency transaction net gain of $72,000 and $31,000 for 2022 and 2021, respectively, are included in Other income (loss), net in the Company’s consolidated statements of operations. (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, valuation allowances must be established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Significant judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress or closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. (j) Comprehensive Income Comprehensive income consists of two components, net income and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes in equity that are excluded from net income. For the Company, other comprehensive income (loss) includes foreign currency translation adjustments. Total comprehensive income (loss) for all periods presented has been disclosed in the consolidated statements of comprehensive income. (k) 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 ou

Net Income (Loss) Per Share

Net Income (Loss) Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	Net Income (Loss) Per ShareBasic net income (loss) 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): Year Ended December 31, 2022 2021 Numerator: Net income attributable to Travelzoo—continuing operations $ 6,693 $ 924 Net loss attributable to Travelzoo—discontinued operations (59) (13) Denominator: Weighted average common shares—basic 12,372 11,646 Effect of dilutive securities: stock options 189 1,345 Weighted average common shares—diluted 12,561 12,991 Income (loss) per share—basic Continuing operations $ 0.54 $ 0.08 Discontinued operations — — Net income (loss) per share —basic $ 0.54 $ 0.08 Income (loss) per share—diluted Continuing operations $ 0.53 $ 0.07 Discontinued operations — — Net income (loss) per share—diluted $ 0.53 $ 0.07 For the year ended December 31, 2022, options to purchase 750,000 shares of common stock were not included in the computation of diluted net income per share because the effect would have been anti-dilutive. For the year ended December 31, 2021, options to purchase 50,000

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions Stock Purchase Agreement 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 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 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 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 $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 Metaverse Travel Experiences, Inc. (“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. 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 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) Limited, Sucursal en España, Acquired Secret Escapes Limited’s Spanish Business Unit On March 3, 2022, Travelzoo (Europe) Ltd, Sucursal en España, the Spanish branch of Travelzoo (Europe) Limited, a wholly-owned subsidiary of the Company (“Travelzoo Spain”), entered into a Business Unit Purchase Agreement (“BUPA”) with Secret Escapes Limited (“Secret Escapes”) for the purchase of its Spanish business unit, which included, among other things, a database of approximately 940,000 members. The purchase price was 400,000 Euros, with an earn-out opportunity of an additional 100,000 Euros payable by the Company upon the achievement of certain metrics by the business unit in six months (September 2022). The metrics were not achieved and thus no payments were made on the earn-out. Travelzoo was granted the right to use the Secret Escapes name exclusively in Spain for a continuity period of six (6) months. The BUPA contained typical representations and warranties and indemnification protections, as well as a restrictive covenant, whereby Secret Escapes agreed to leave the Spanish market for at least three (3) years, subject to a right to purchase a waiver. Asset Purchase Agreement between Metaverse Travel Experiences, Inc. f/k/a Azzurro Brands Inc. and Travelzoo On March 17, 2022, the Company, as Buyer, entered into an Asset Purchase Agreement (the “APA”) with Metaverse Travel Experiences, Inc. f/k/a Azzurro Brands Inc., a New York corporation (the “Seller”) and a wholly-owned subsidiary of Azzurro Capital Inc., the Company’s largest stockholder. 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 acquisition s as the assets acquired and liabilities assumed do not meet the definition of a business in Accounting Standards Codification (“ASC”) 805-10. C ost 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 the 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 in the partial forgiveness of t he 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. 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 agreement (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 Amortization of Acquired Intangible Assets The following table represents the activities of intangible assets for the years ended December 31, 2022 and 2021 (in thousands): Jack's Flight Club Secret Escape Spain member database Secret Escape U.S. member database Intangible assets—January 1, 2021 $ 4,534 Amortization of intangible assets with definite lives (1,108) Intangible assets—December 31, 2021 3,426 Acquisitions—March 2022 — $ 445 $ 1,751 Amortization of intangible assets with definite lives (875) (118) (778) Impairment of trade name—December 31, 2022 (200) — — Intangible assets—December 31, 2022 $ 2,351 $ 327 $ 973 Amortization expense for acquired intangibles was $1.8 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. Expected future amortization expense of acquired intangible assets as of December 31, 2022 is as follows (in thousands): Years ending December 31, 2023 $ 1,562 2024 586 2025 53 $ 2,201 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 2021. As of December 31, 2022, the carrying value of the Trade name was $1.5 million.

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt On April 24, 2020 and May 5, 2020, the Company received $3.1 million and $535,000 , respectively, pursuant to loans under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the Small Business Association. The loans have a maturity of two (2) years from the disbursement of the funds and an annual interest rate of 1%. The Company used the funds from these loans only for the purposes included in the PPP, including payroll, employee benefits, and rent, and also intends to apply for forgiveness of a portion of the loans in compliance with the CARES Act. In the second quarter of 2021, the Company settled the $535,000 PPP loan, $429,000 was forgiven which was recorded as gain in “Other income (loss), net”, the remaining outstanding principal balance of the loan and interest of $111,000 was repaid. On July 1, 2021, the principal and the interest of the $3.1 million PPP loan were forgiven and a gain was recorded in “Other income (loss), net”, in the third quarter of 2021. It is possible that the SBA could subsequently audit the forgiven loans. The Company believes it was eligible to participate in PPP, calculated the loan amount correctly, spent loan proceeds on allowable uses and is entitled to loan forgiveness. The Company will hold onto its financial documents relating to the PPP loans for six years as required.

Balance Sheet Components

Balance Sheet Components	12 Months Ended
	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Balance Sheet Components	Balance Sheet Components Prepaid expenses an d other consist of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 764 $ 1,620 Notes receivable — current 232 — Deposits 153 190 Other current assets 140 81 Total prepaid expenses and other $ 1,289 $ 1,891 Property and equipment co nsist of the following (in thousands): December 31, 2022 2021 Office equipment and office furniture $ 5,005 $ 7,838 Capitalized internal-use software and website development 4,601 4,390 Leasehold improvements 2,414 4,117 Computer hardware and software 1,728 2,142 13,748 18,487 Less accumulated depreciation and amortization (13,091) (17,828) Total $ 657 $ 659 Depreciation expense was $418,000 and $710,000 for the years ended December 31, 2022 and 2021, respectively. Amortization of capitalized internal-use software and website development costs w as $1,000 and $2,000 for the years ended December 31, 2022 and 2021 , respectively. Changes to the allowance for doubtful accounts and reserve for member refunds are as follows (in thousands): Allowance Reserve for Balance at January 1, 2021 $ 2,814 $ 4,085 Additions — charged to costs and expenses, or contra revenue 30 1,718 Deductions — recoveries of amounts previously reserved (481) — Deductions — write-offs or refunds (269) (637) Balance at December 31, 2021 2,094 5,166 Additions — charged to costs and expenses, or contra revenue 54 15 Deductions — recoveries of amounts previously reserved (470) (3,006) Deductions — write-offs or refunds (210) (897) Balance at December 31, 2022 $ 1,468 $ 1,278 Accrued expenses and other consist of the following (in thousands): December 31, 2022 2021 Reserve for member refunds $ 1,278 $ 5,166 Accrued advertising expense 538 690 Accrued compensation expense 1,744 1,743 Other accrued expenses 1,489 2,613 Total accrued expenses and other $ 5,049 $ 10,212

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
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 December 31, 2022 or 2021. 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 stockholder, Ralph Bartel. In 2002, Travelzoo.com Corporation was merged into Travelzoo. Under and subject to the terms of the merger agreement, holders of promotional shares of Travelzoo.com Corporation (“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 Travelzoo 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. During 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 stockholders 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 Compan y. The Company did not make any payments for 2022 and 2021. 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, France, 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. The C ompany 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. Rent expense was $2.6 million and $3.5 million for the years ended December 31, 2022 and 2021, respectively. The Company’s rental income from sublease was approximately $353,000 and $359,000 for the years ended December 31, 2022 and 2021. Se e Note 14 - Leases for more information.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The components of income (loss) before income tax expense are as follows (in thousands): Year Ended December 31, 2022 2021 U.S. $ 9,636 $ 3,723 Foreign 322 (1,030) $ 9,958 $ 2,693 Income tax expense consists of current and deferred components categorized by federal, state and foreign jurisdictions, as shown below. The current provision is generally that portion of income tax expense that is currently payable to the taxing authorities. The Company makes estimated payments of these amounts during the year. The deferred tax provision results from changes in the Company’s deferred tax assets (future deductible amounts) and tax liabilities (future taxable amounts), which are presented in the table below: Current Deferred Total (In thousands) Year Ended December 31, 2022 Federal $ 1,772 $ 528 $ 2,300 State 376 221 597 Foreign 348 25 373 $ 2,496 $ 774 $ 3,270 Year Ended December 31, 2021 Federal $ 593 $ 493 $ 1,086 State 197 219 416 Foreign 183 93 276 $ 973 $ 805 $ 1,778 Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following (in thousands): Year Ended December 31, 2022 2021 Federal tax at statutory rates $ 2,091 $ 566 State taxes, net of federal income tax benefit 471 297 Change of valuation allowance (34) 7 Uncertain tax positions 107 458 Foreign income taxed at different rates (38) 66 Foreign tax credit — (270) PPP loan forgiveness — (768) Stock-based compensation expenses 469 1,417 Other 204 5 Total income tax expense $ 3,270 $ 1,778 The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss and credit carryforward $ 4,935 $ 9,175 Operating lease liabilities 2,417 2,797 State income taxes 74 — Accruals and allowances 627 1,461 Stock-based compensation 256 545 Unrealized foreign exchange losses 329 273 Deferred revenue 191 70 Capital loss carryforward 410 410 Total deferred tax assets 9,239 14,731 Valuation allowance (4,455) (8,717) Total deferred tax assets net of valuation allowance 4,784 6,014 Deferred tax liabilities: Operating lease right-of-use assets (1,416) (1,600) Property, equipment and intangible assets (146) (465) Total deferred tax liabilities (1,562) (2,065) Net deferred tax assets $ 3,222 $ 3,949 Changes in the deferred tax assets valuation allowance for the years ended December 31, 2021 and 2022 are as follows (in thousands): Balance at the beginning of the year Charged (Credited) to expenses Charged (Credited) to other account (*) Balance at end of year Deferred tax assets valuation allowance 2021 $ 10,145 — (1,428) $ 8,717 2022 $ 8,717 — (4,262) $ 4,455 (*) Amounts not charged (credited) to expenses are charged (credited) to stockholder's equity or deferred tax assets (liabilities). As of December 31, 2022, the Company has a valuation allowance of approximately $4.5 million related to foreign net operating loss (“NOL”) carryforwards of approximately $21.3 million primarily related to the Company's Asia Pacific entities for which it is more likely than not that the tax benefit will not be realized. The amount of the valuation allowance represented a decrease of approximately $4.3 million over the amount recorded as of December 31, 2021, and was due to the decrease of deferred tax assets and related release of the valuation allowance for the Travelzoo Australia, Travelzoo (Hong Kong) Limited and Travelzoo Local (Hong Kong), which liquidation were completed during the year ended December 31, 2022. If not utilized, $10.9 million of the remaining foreign NOL may be carried forward indefinitely, and $10.4 million will exp ire at various times between 2023 and 2027. As of December 31, 2022, the Company has US federal NOL carryforwards of $64.7 million as a result of the transaction with MTE, See Note 3 to the accompanying consolidated financial statements for further information. If not utilized, $7.4 million may be carried forward indefinitely, and $57.3 million will expire at various times between 2028 and 2037. As of December 31, 2022, the Company has state and local NOL carryforwards of $34.5 million, which will expire at various times between 2035 and 2042. The Company has not recorded these net operating losses because an uncertain tax position has been recorded relating to them. As of December 31, 2022, the Company is permanently reinvested in certain 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 $688,000 at December 31, 2022. The total amount of gross unrecognized tax benefits w as $16.9 million as of December 31, 2022 , of which up to $6.9 million would affect the Company’s effective tax rate if realized. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits in 2021 and 2022 is as follows (in thousands): Gross unrecognized tax benefits balance at January 1, 2021 $ 774 Increase related to current year tax positions 270 Settlements — Gross unrecognized tax benefits balance at December 31, 2021 1,044 Increase related to current year tax positions 15,833 Settlements — Gross unrecognized tax benefits balance at December 31, 2022 $ 16,877 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. At December 31, 2022, the Company had approximately $704,000 in accrued in terest and penalties. The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2018 and is subject to California tax examinations for years after 2017. Although the timing of initiation, resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of the gross unrecognized tax benefits related to the method of computing income taxes in certain jurisdictions and losses reported on certain income tax returns could significantly change in the next 12 months. These changes may occur through settlement with the taxing authorities or the expiration of the statute of limitations on the returns filed. The Company is unable to estimate the range of possible adjustments to the balance of the gross unrecognized tax benefits.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated balances of other comprehensive loss (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ (3,793) $ (4,059) Other comprehensive income (loss) due to foreign currency translation, net of tax (1,112) 266 Ending balance $ (4,905) $ (3,793) There were no amounts reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2022 and 2021. Accumulated other comprehensive income (loss) consists of foreign currency translation gain or loss.

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan	Employee Benefit PlanThe Company maintains a 401(k) Profit Sharing Plan & Trust (the “401(k) Plan”) for its employees in the United States. The 401(k) Plan allows employees of the Company to contribute up to 80% of their eligible compensation, subject to certain limitations. Since 2006, the Company has matched employee contributions up to $1,500 per year. Employee contributions are fully vested upon contribution, whereas the Company’s matching contributions are fully vested after the first year of service. The Company also has various defined contribution plans for its international employees. The Company’s contributions to these benefit plans were approximately $689,000 and $766,000 for the years ended December 31, 2022 and 2021, respectively.

Stock-Based Compensation and St

Stock-Based Compensation and Stock Options	12 Months Ended
	Dec. 31, 2022
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 consolidated statements of operations. In September 2015, pursuant to an executed 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. 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 the 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, 2022, 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 in 2022. The Company received aggregate cash proceeds of $1.9 million. 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 and become exercisable annually starting on September 5, 2020 and ending on December 31, 2023. The options expire in September 2024. On May 29, 2020, the shareholders of the Company approved the grants, as well as certain amendments to the Option Agreements, which increased and repriced all outstanding, unexercised options granted to such employees. Pursuant to the applicable amendments, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the amendments to the Option Agreements, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49, the option grants were each increased to 100,000 each, resulting in 300,000 additional options in the aggregate. In 2020, 100,000 unvested options were forfeited upon an employee's departure, 75,000 options were exercised and 54,258 shares of common stock were issued as the result of a cashless exercise which were 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 December 31, 2022, there was approximately $193,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 0.7 years. On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 800,000 shares of common stock to Mr. Ralph Bartel, Chairman of the Board of Directors of the Company at the time, 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. As of December 31, 2022, stock-based compensation related to this grant was fully expensed. On May 29, 2020, pu rsuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 200,000 shares of common stock to two key employees, with an exercise price of $3.49 with annual vesting starting March 30, 2021 a nd 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 December 31, 2022, there was approximately $123,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1.2 years. 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 December 31, 2022, there was approximately $288,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 2.0 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 December 31, 2022, there was approximately $865,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1.0 year. 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. As of December 31, 2022, there was approximately $368,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 2.5 years. The Company recorded $1.8 million and $3.7 million of stock-based compensation in general and administrative expenses for fiscal years 2022 and 2021, respectively. The Company utilized the Black-Scholes option pricing model to value the stock options. The Company used an expected life as defined under the simplified method, which is using an average of the contractual term and vesting period of the stock options. The risk-free interest rate used for the award is based on the U.S. Treasury yield curve in effect at the time of grant. The Company accounted for forfeitures as they occur. The historical volatility was calculated based upon implied volatility of the Company's historical stock prices. The fair value of 2022 stock options and modification and 2021 stock options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 2022 2021 Weighted-average fair value of options granted per share $ 3.00 $ 11.47 Historical volatility 77 % 78 % Risk-free interest rate 2.85 % 0.25 % Dividend yield — — Expected life in years 3.2 3.8 As of December 31, 2022, there was approximately $1.8 million of unrecognized stock-based compensation expense related to outstanding stock options, expected to be recognized over 1.2 years. Option activities during the years ended December 31, 2021 and 2022 were as follows: Shares Weighted-Average Weighted-Average Aggregate (In thousands) Outstanding at January 1, 2021 3,325,000 $ 3.49 4.39 years Options Granted 50,000 9.44 Exercised options (2,160,000) 3.49 Options forfeited and canceled (125,000) 3.49 Outstanding at December 31, 2021 1,090,000 $ 3.76 2.92 years Options Granted 700,000 $ 7.95 Exercised options (565,000) $ 3.49 Options forfeited and canceled (50,000) $ 3.49 Outstanding at December 31, 2022 1,175,000 $ 6.40 3.38 years $ 408 Exercisable and fully vested at December 31, 2022 612,500 $ 5.89 3.14 years $ 288 Outstanding at December 31, 2022 and expected to vest thereafter 562,500 $ 6.95 3.64 years $ 120 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of year ended December 31, 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2022. This amount changes based on the fair value of the Company’s stock. The Company’s policy is to issue shares from the authorized shares to fulfill stock option exercises. Outstanding options at December 31, 2022 were as follows: Exercise Price Options Options Outstanding Weighted-Average Options Outstanding Options Exercisable $ 3.49 425,000 2.05 years $ 3.49 300,000 2.11 years $ 6.78 100,000 4.42 years $ 6.78 — — $ 8.14 600,000 4.17 years $ 8.14 300,000 4.17 years $ 9.44 50,000 3.01 years $ 9.44 12,500 3.01 years

Stock Repurchase Program

Stock Repurchase Program	12 Months Ended
	Dec. 31, 2022
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 May 2019, the Company announced a stock repurchase program authorizing the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock. The Company repurchased and retired 436,369 shares and 168,602 shares of common stock in 2019 and 2020, respectively. In 2021, the Company repurchased 395,029 shares of common stock for an aggregate purchase price of $3.9 million, which were recorded as part of treasury stock as of December 31, 2021. This stock repurchase program was completed in 2021. This stock repurchase program was completed in 2021. In March 2021, the Company entered into a Stock Repurchase Agreement with Mr. Holger Bartel to privately repurchase an aggregate of 100,000 shares of the Company’s common stock for an aggregate purchase price of $1.6 million, which were recorded as part of treasury stock as of December 31, 2021. This transaction was approved by the Compensation Committee of the Board of Directors.

Segment Reporting and Significa

Segment Reporting and Significant Customer Information	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Segment 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 year ended December 31, 2022, the Company classified the results of its Asia Pacific segment as discontinued operations in its consolidated financial statements for current and prior years 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. The Company currently has three reportable operating segments: Travelzoo North America, Travelzoo Europe and Jack’s Flight Club. 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 newsletter with flight deals from Jack’s Flight Club via email or via Android or Apple mobile applications. 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 and assets by business segment (in thousands): Year Ended December 31, 2022 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Revenues from unaffiliated customers $ 47,054 $ 20,068 $ 3,477 $ — $ 70,599 Intersegment revenues 613 (613) — — — Total net revenues $ 47,667 $ 19,455 $ 3,477 $ — $ 70,599 Operating income (loss) $ 9,360 $ (1,803) $ — $ — $ 7,557 Year Ended December 31, 2021 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Revenues from unaffiliated customers $ 41,683 $ 17,683 $ 3,346 $ — $ 62,712 Intersegment revenues 363 (363) — — — Total net revenues $ 42,046 $ 17,320 $ 3,346 $ — $ 62,712 Operating income (loss) $ 550 $ (1,997) $ 134 $ — $ (1,313) As of December 31, 2022 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Long-lived assets $ 571 $ 86 $ — $ — $ 657 Total assets $ 97,960 $ 19,253 $ 18,737 $ (68,687) $ 67,263 As of December 31, 2021 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Long-lived assets $ 573 $ 86 $ — $ — $ 659 Total assets $ 116,700 $ 28,167 $ 18,436 $ (63,647) $ 99,656 Revenue for each segment is recognized based on the customer location within a designated geographic region. Property and equipment are attributed to the geographic region in which the assets are located. For the years ended December 31, 2022 and 2021, the Company did not have any customers that accounted for 10% or more of revenue. As of December 31, 2022 and 2021, 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 (such as Top 20, Travelzoo website , Travelzoo Network ), Getaways vouchers, hotel platform and vacation packages. Local revenue includes Local Deals vouchers and entertainment offers. Year Ended December 31, 2022 2021 Travelzoo North America Travel $ 44,471 $ 38,834 Local 3,196 3,212 Total Travelzoo North America revenues 47,667 42,046 Travelzoo Europe Travel 18,053 15,178 Local 1,402 2,142 Total Travelzoo Europe revenues 19,455 17,320 Jack's Flight Club 3,477 3,346 Travel 62,524 54,012 Local 4,598 5,354 Jack's Flight Club 3,477 3,346 Total revenues $ 70,599 $ 62,712 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 individual countries that were 10% or more of total revenue (in thousands): Year Ended December 31, 2022 2021 Revenue United States $ 43,151 $ 38,489 United Kingdom 15,795 13,473 Rest of the world 11,653 10,750 Total revenues $ 70,599 $ 62,712 The following table sets forth long lived assets by geographic area (in thousands): December 31, 2022 2021 United States $ 274 $ 409 Rest of the world 383 250 Total long lived assets $ 657 $ 659

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
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 Capital Inc. ("Azzurro"). As of December 31, 2022, Azzurro is the Company's largest stockholder, and together with Ralph Bartel, in his individual capacity (together, the "Azzurro Parties"), hold approximately 50.3% of the Company's outstanding shares. Holger Bartel, the Company's Global Chief Executive Officer, is Ralph Bartel's brother and holds approximately 3.3% 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 was the Company’s largest shareholder as of the time of this transaction and as of December 31, 2022 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 $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 Metaverse Travel Experiences, Inc. (“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. Service Agreement with Metaverse Travel Experiences, Inc. On March 1, 2022, Travelzoo (Asia) Limited, a Hong Kong limited company and wholly-owned subsidiary of the Company (“Travelzoo Asia”), entered in a four year Service Agreement (the “Service Agreement”) with a wholly-owned subsidiary of Azzurro Capital Inc., Metaverse Travel Experiences, Inc. (“MTE”), formerly Azzurro Brands Inc. Azzurro Capital Inc. is the Company’s largest shareholder. The Service Agreement was reviewed and unanimously authorized and approved by the Audit Committee of the Board of Directors, which is comprised solely of independent and disinterested directors. Pursuant to the Service Agreement, MTE will source curated Metaverse experiences in exchange for $25,000 per month, payable in advance each quarter. $250,000 was paid to MTE from Travelzoo (Asia) Limited in 2022 for Metaverse experiences which was expensed as Sales and marketing expenses in 2022 . MTE is also entitled to receive commission equal to 25% of any subscription revenue generated by the Company. The Service Agreement is for a term of four (4) years but may be terminated for convenience after two (2) years. No commission was paid to MTE in 2022. Upon consummation of the Stock Purchase Agreement between the Company and Azzurro Capital Inc. as described above, the Service Agreement was terminated. 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 Capital Inc., the Company’s largest shareholder (“Azzurro”). 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 requires 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 has 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 contains 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 Metaverse Travel Experiences, Inc. f/k/a Azzurro Brands Inc. 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 stockholders of the Company at the 2022 Annual Meeting of Stockholders. Holger Bartel is the brother of Ralph Bartel and is our Global Chief Executive Officer. See Note 10 above 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 in 2022. Stock Repurchase Agreement Travelzoo, from time to time, engages in share repurchases, and on March 27, 2021, the Company entered into a Stock Repurchase Agreement (the “SRA”) with Holger Bartel, the Company's Global Chief Executive Officer, to repurchase an aggregate of 100,000 shares of the Company’s common stock at a price of $15.83 per share. The SRA provides that the purchase price is based on the 10-day volume weighted average price calculated using the VWAP function on Bloomberg, from the dates of March 15, 2021 through and including March 26, 2021, less a 5% discount. The aggregate purchase price of $1.6 million was paid on the first business day following the execution of the SRA and recorded as part of treasury stock as of December 31, 2021 . Prior to the execution of the SRA and because Mr. Bartel is an executive officer of the Company, the Company’s Board of Directors and Audit Committee of the Board of Directors delegated to its Compensation Committee, which consists of independent and disinterested directors, the exclusive power and authority to determine whether any potential transaction to acquire shares from Mr. Bartel was advisable, fair to and in the best interests of the Company and its stockholders, other than Mr. Bartel. In connection with its determination, the Compensation Committee engaged independent legal counsel and an independent financial advisor and unanimously approved the SRA. The SRA contains customary terms for transactions of this type, including, but not limited to, representations and warranties made by the Company and Mr. Bartel.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	Leases The Company has operating leases for real estate and certain equipment. The Company leases office space in Canada, France, 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. Certain leases include one or more options to renew. In addition, we sublease certain 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 year ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 2,316 $ 3,270 Short-term lease cost — 12 Variable lease cost 683 992 Sublease income (353) (359) Total lease cost $ 2,646 $ 3,915 For the year ended December 31, 2022 and 2021, cash payments against the operating lease liabilities totaled $3.2 million and $4.3 million, respectively. ROU assets obtained in exchange for lease obligations was $1.7 million and $1.8 million for the year ended December 31, 2022 and 2021, respectively. The following table summarizes the presentation in our consolidated balance sheet of our operating leases (in thousands): December 31, 2022 2021 Assets: Operating lease right-of-use assets $ 7,440 $ 7,700 Liabilities: Operating lease liabilities $ 2,972 $ 3,180 Long-term operating lease liabilities 8,326 9,111 Total operating lease liabilities $ 11,298 $ 12,291 Weighted average remaining lease term (years) 5.87 6.68 Weighted average discount rate 4.3 % 3.4 % Maturities of lease liabilities were as follows (in thousands): Years ending December 31, 2023 $ 3,028 2024 2,130 2025 1,350 2026 1,350 2027 1,350 Thereafter 2,925 Total lease payments 12,133 Less interest (835) Present value of operating lease liabilities $ 11,298

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued OperationsOn March 10, 2020, Travelzoo issued a press release announcing that it will exit its 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, where the Company continues to see strong interest from our members in travel deals. The Asia Pacific business shut down and ceased operations as of March 31, 2020, except for the Company's Japan and Singapore units, which were held for sale. The Company considers this decision to be a strategic shift in its strategy which will have a major effect on its operations. 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 year ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Revenues $ — $ — Cost of revenues — — Gross profit — — Operating expenses: Sales and marketing — — Product development — — General and administrative — 8 Total operating expenses — 8 Loss from operations — (8) Other income (loss), net (35) (5) Loss before income taxes (35) (13) Income tax expense 24 — Net loss from discontinued operations $ (59) $ (13) 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 the Japan Buyer for consideration of 1 Japanese Yen. The Company recognized a pre-tax loss of $128,000 . T he parties also entered into a License Agreement, whereby the 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. A n interest free loan was provided to the Japan Buyer for JPY 46.0 million (approximately $430,000) to be repaid over 3 years. The Japan Buyer repaid $133,000 in 2021 and the remaining will be paid off in 2023. The Company did not receive any royalties from Travelzoo Japan for the year ended December 31, 2022. The Company records royalties for its licensing arrangements on a one-quarter lag basis. The Company recognized royalties of $9,000 from Travelzoo Japan for the year ended December 31, 2021. On August 24, 2020, the Company completed a sale of 100% of the outstanding capital stock of Travelzoo Singapore, to an unaffiliated entity, AUS Buyer, which is fully owned by Mr. Julian Rembrandt, the former General Manager of South East 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. 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 records royalties for its licensing arrangements on a one-quarter lag basis. The Company recognized royalties of $25,000 and $3,000 for its licensing arrangements from AUS Buyer for the years ended December 31, 2022 and 2021, 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 Consolidated Balance Sheets (in thousands): December 31, December 31, ASSETS Cash, cash equivalents and restricted cash $ 10 $ 32 Prepaid expenses and other 1 39 Total assets from discontinued operations $ 11 $ 71 LIABILITIES Accounts payable $ 403 $ 473 Accrued expenses and other 13 — Income tax payable 24 — Deferred revenue 12 12 Total liabilities from discontinued operations $ 452 $ 485 The net cash used in operating activities and investing activities for the discontinued operations for the for the year ended December 31, 2022 and 2021, were as follows (in thousands): Year Ended December 31, 2022 2021 Net cash used in operating activities $ (21) $ (114)

Non-Controlling Interest

Non-Controlling Interest	12 Months Ended
	Dec. 31, 2022
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 year ended December 31, 2022 and 2021 was as follow (in thousands): Consolidated Balance Sheet: Non-controlling interest—January 1, 2021 $ 4,609 Net loss attributable to non-controlling interest (9) Non-controlling interest—December 31, 2021 4,600 Net loss attributable to non-controlling interest (5) Non-controlling interest—December 31, 2022 $ 4,595

Restatement of previously issue

Restatement of previously issued financial statements	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Restatement of previously issued financial statements	Restatement of previously issued financial statements. The Company restated its previously issued Consolidated Financial Statements as of and for the year ended December 31, 2022. In connection with the preparation of our second quarter 2023 condensed consolidated financial statements, Travelzoo realized that the non-controlling interest (NCI) classification during the first quarter of 2022, the second quarter of 2022, the third quarter of 2022, the year ended December 31, 2022 and the first quarter of 2023 had not been correctly updated. When the put/call option in the Company’s stock purchase agreement with JFC Travel Group Co. expired in January 2022, the Company did not reclassify the NCI from temporary equity to permanent equity. The reclassification of NCI from temporary equity to permanent equity reduced temporary equity and increased permanent equity by $4.6 million but did not have any impact on the Company's previously reported total assets, total liabilities and stockholders’ equity (deficit) , results of operations or cash flows. The impacts from the restatement as of and for the year ended December 31, 2022 are as follows (in thousands): Consolidated Balance Sheet: December 31, 2022 As Reported Adjustments As Restated Non-controlling interest $ 4,595 $ (4,595) $ — Stockholders’ equity: Total Travelzoo stockholders’ equity 4,256 — 4,256 Non-controlling interest — 4,595 4,595 Total stockholders’ equity $ 4,256 $ 4,595 $ 8,851 Consolidated Statement of Stockholders’ Equity: December 31, 2022 As Reported Adjustments As Restated Total Travelzoo stockholders’ equity $ 4,256 $ — $ 4,256 Non-controlling interest — 4,595 4,595 Total stockholders’ equity $ 4,256 $ 4,595 $ 8,851

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 the Standalone email newsletter 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, limited offerings of vacation packages and subscription revenues from Jack's Flight Club. The Company's disaggregated revenues are included in “Note 12: Segment Reporting and Significant Customer Information”. For fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period. For 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 ad 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 advertisement, Travelzoo Network properties, or social media properties. For these customers, the Company recognizes revenues each time an ad is displayed 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. Since the second quarter of 2020, the Company expanded its vouchers refund policy in order to entice customers given the economic climate at that time 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. 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 monthly pro rata over the subscription period. Commission revenue related to our hotel platform is recognized ratably over the period of guest stay, net of an allowance for cancellations based upon historical patterns. For arrangements for booking non-cancelable reservations where the Company’s performance obligation is deemed to be the successful booking of a hotel reservation, the Company records 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 on 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 Topic 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 Member	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. In the second quarter of 2020, the Company expanded its vouchers 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 January 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 December 31, 2022, the Company had approximately $8.1 million of unredeemed vouchers that had been sold through December 31, 2022 representing the Company’s commission earned from the sale. The Company had estimated a refund liability of $1.3 million for these unredeemed vouchers as of December 31, 2022 which is recorded as a reduction of revenues and is reflected as a current liability in Accrued expenses and other on the consolidated balance sheet. As of December 31, 2021, the Company had approximately $17.2 million of unredeemed vouchers that had been sold through 2021 representing the Company’s commission earned from the sale and estimated a refund liability of $5.2 million for these unredeemed vouchers as of December 31, 2021, which was recorded as a reduction of revenues and was reflected as a current liability in accrued expenses and other on the consolidated balance sheet. The Company has recorded merchant payables of $32.6 million as of December 31, 2022 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 consolidated balance sheets. Estimated member refunds that are determined to be recoverable from the merchant are recorded in the 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 CombinationsThe 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. The Company performs an impairment test by comparing the book value of the reporting unit to the fair value of the reporting units utilizing a combination of valuation techniques, including an income approach (discounted cash flows) and market approach (guideline company method).
Allowance for Doubtful Accounts	Allowance for Doubtful AccountsThe Company records a provision for doubtful accounts based on its historical experience of write-offs and a detailed assessment of our accounts receivable and allowance for doubtful accounts. In estimating the provision for doubtful accounts, management considers the age of the accounts receivable, historical write-offs, the creditworthiness of the advertiser, the economic conditions of the advertiser’s industry, and general economic conditions, among other factors. Should any of these factors change, the estimates made by management will also change, which could impact the level of the future provision for doubtful accounts. Specifically, if the financial condition of our advertisers were to deteriorate, affecting their ability to make payments, additional provision for doubtful accounts may be required.
Advertising Costs	Advertising CostsAdvertising costs are expensed as incurred. Online advertising is expensed as incurred over the period the advertising is displayed.
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 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 accompanying consolidated balance sheet as of December 31, 2022. 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 (expense), net on a straight-line basis over the lease term in its consolidated statements of operations.
Stock-Based Compensation	Stock-Based Compensation 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 as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations. See Note 10 to the cons olidated financial statements for a further discussion on stock-based compensation.
Foreign Currency	Foreign CurrencyAll foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Realized gains and losses from foreign currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, valuation allowances must be established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Significant judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress or closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.
Comprehensive Income	Comprehensive IncomeComprehensive income consists of two components, net income and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes in equity that are excluded from net income. For the Company, other comprehensive income (loss) includes foreign currency translation adjustments. Total comprehensive income (loss) for all periods presented has been disclosed in the consolidated statements of comprehensive income.
Certain Risks and Uncertainties	Certain Risks and UncertaintiesThe 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 the 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 December 31, 2022 and 2021 , the Company did not have any customers that accounted for 10% or more of accounts receivable.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted CashCash 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 deposits and funds held in escrow.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Additions and improvements are capitalized. Maintenance and repairs are expensed as incurred. The Company also includes in fixed assets the capitalized cost of internal-use software and website development, including software used to upgrade and enhance its website and processes supporting the Company’s business in accordance with the framework established by the FASB accounting guidance for accounting for the cost of computer software developed or obtained for internal use and accounting for website development costs. Costs incurred in the planning stage and operating stage are expensed as incurred while costs incurred in the application development stage and infrastructure development stage are capitalized, assuming such costs are deemed to be recoverable. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are 3 to 5 years for computer hardware and software, capitalized internal-use software and website development costs, and office equipment and office furniture. The Company depreciates leasehold improvements over the term of the lease or the estimated useful life of the asset, whichever is shorter.
Impairment of Long-Lived Assets	Impairment of Property and EquipmentThe Company accounts for long-lived assets in accordance with the accounting standard relating to impairment of long-lived assets, which requires an impairment loss to be recognized on assets to be held and used if the carrying amount of a long-lived asset group is not recoverable from its undiscounted cash flows. The amount of the impairment loss is measured as the difference between the carrying amount and the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted 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 is currently evaluating the impact on its financial position and results of operations. In June 2022, the FASB issued an Accounting Standard Update to clarify the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. The new guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect it will have a material impact, if any, on our consolidated financial statements. In October 2021, the FASB issued new guidance requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers . The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect it will have a material impact, if any, on our consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total amounts shown in the statements of cash flows (in thousands): December 31, December 31, 2022 2021 Cash and cash equivalents $ 18,693 $ 43,815 Restricted cash 675 1,142 Cash, cash equivalents and restricted cash–discontinued operations 10 32 Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows $ 19,378 $ 44,989

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2022 2021 Numerator: Net income attributable to Travelzoo—continuing operations $ 6,693 $ 924 Net loss attributable to Travelzoo—discontinued operations (59) (13) Denominator: Weighted average common shares—basic 12,372 11,646 Effect of dilutive securities: stock options 189 1,345 Weighted average common shares—diluted 12,561 12,991 Income (loss) per share—basic Continuing operations $ 0.54 $ 0.08 Discontinued operations — — Net income (loss) per share —basic $ 0.54 $ 0.08 Income (loss) per share—diluted Continuing operations $ 0.53 $ 0.07 Discontinued operations — — Net income (loss) per share—diluted $ 0.53 $ 0.07

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2022
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 agreement (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 Amortization of Acquired Intangible Assets The following table represents the activities of intangible assets for the years ended December 31, 2022 and 2021 (in thousands): Jack's Flight Club Secret Escape Spain member database Secret Escape U.S. member database Intangible assets—January 1, 2021 $ 4,534 Amortization of intangible assets with definite lives (1,108) Intangible assets—December 31, 2021 3,426 Acquisitions—March 2022 — $ 445 $ 1,751 Amortization of intangible assets with definite lives (875) (118) (778) Impairment of trade name—December 31, 2022 (200) — — Intangible assets—December 31, 2022 $ 2,351 $ 327 $ 973
Schedule of Expected Future Amortization Expense	Expected future amortization expense of acquired intangible assets as of December 31, 2022 is as follows (in thousands): Years ending December 31, 2023 $ 1,562 2024 586 2025 53 $ 2,201

Balance Sheet Components (Table

Balance Sheet Components (Tables)	12 Months Ended
	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Schedule of Other Assets	Prepaid expenses an d other consist of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 764 $ 1,620 Notes receivable — current 232 — Deposits 153 190 Other current assets 140 81 Total prepaid expenses and other $ 1,289 $ 1,891
Schedule of Property and Equipment	Property and equipment co nsist of the following (in thousands): December 31, 2022 2021 Office equipment and office furniture $ 5,005 $ 7,838 Capitalized internal-use software and website development 4,601 4,390 Leasehold improvements 2,414 4,117 Computer hardware and software 1,728 2,142 13,748 18,487 Less accumulated depreciation and amortization (13,091) (17,828) Total $ 657 $ 659
Schedule of Changes in Allowance for Doubtful Accounts and Reserve for Subscriber Refunds	Changes to the allowance for doubtful accounts and reserve for member refunds are as follows (in thousands): Allowance Reserve for Balance at January 1, 2021 $ 2,814 $ 4,085 Additions — charged to costs and expenses, or contra revenue 30 1,718 Deductions — recoveries of amounts previously reserved (481) — Deductions — write-offs or refunds (269) (637) Balance at December 31, 2021 2,094 5,166 Additions — charged to costs and expenses, or contra revenue 54 15 Deductions — recoveries of amounts previously reserved (470) (3,006) Deductions — write-offs or refunds (210) (897) Balance at December 31, 2022 $ 1,468 $ 1,278
Schedule of Accrued Expenses	Accrued expenses and other consist of the following (in thousands): December 31, 2022 2021 Reserve for member refunds $ 1,278 $ 5,166 Accrued advertising expense 538 690 Accrued compensation expense 1,744 1,743 Other accrued expenses 1,489 2,613 Total accrued expenses and other $ 5,049 $ 10,212

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Income (Loss) before Income Tax Expense by Jurisdiction	The components of income (loss) before income tax expense are as follows (in thousands): Year Ended December 31, 2022 2021 U.S. $ 9,636 $ 3,723 Foreign 322 (1,030) $ 9,958 $ 2,693
Schedule of Income Tax Expense	The deferred tax provision results from changes in the Company’s deferred tax assets (future deductible amounts) and tax liabilities (future taxable amounts), which are presented in the table below: Current Deferred Total (In thousands) Year Ended December 31, 2022 Federal $ 1,772 $ 528 $ 2,300 State 376 221 597 Foreign 348 25 373 $ 2,496 $ 774 $ 3,270 Year Ended December 31, 2021 Federal $ 593 $ 493 $ 1,086 State 197 219 416 Foreign 183 93 276 $ 973 $ 805 $ 1,778
Schedule of Tax Expense to Effective Tax Rate	Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following (in thousands): Year Ended December 31, 2022 2021 Federal tax at statutory rates $ 2,091 $ 566 State taxes, net of federal income tax benefit 471 297 Change of valuation allowance (34) 7 Uncertain tax positions 107 458 Foreign income taxed at different rates (38) 66 Foreign tax credit — (270) PPP loan forgiveness — (768) Stock-based compensation expenses 469 1,417 Other 204 5 Total income tax expense $ 3,270 $ 1,778
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss and credit carryforward $ 4,935 $ 9,175 Operating lease liabilities 2,417 2,797 State income taxes 74 — Accruals and allowances 627 1,461 Stock-based compensation 256 545 Unrealized foreign exchange losses 329 273 Deferred revenue 191 70 Capital loss carryforward 410 410 Total deferred tax assets 9,239 14,731 Valuation allowance (4,455) (8,717) Total deferred tax assets net of valuation allowance 4,784 6,014 Deferred tax liabilities: Operating lease right-of-use assets (1,416) (1,600) Property, equipment and intangible assets (146) (465) Total deferred tax liabilities (1,562) (2,065) Net deferred tax assets $ 3,222 $ 3,949
Schedule of Changes in the Deferred Tax Assets Valuation Allowance	Changes in the deferred tax assets valuation allowance for the years ended December 31, 2021 and 2022 are as follows (in thousands): Balance at the beginning of the year Charged (Credited) to expenses Charged (Credited) to other account (*) Balance at end of year Deferred tax assets valuation allowance 2021 $ 10,145 — (1,428) $ 8,717 2022 $ 8,717 — (4,262) $ 4,455 (*) Amounts not charged (credited) to expenses are charged (credited) to stockholder's equity or deferred tax assets (liabilities).
Schedule of Rollforward of Unrecognized Tax Benefits	A reconciliation of the beginning and ending amount of gross unrecognized tax benefits in 2021 and 2022 is as follows (in thousands): Gross unrecognized tax benefits balance at January 1, 2021 $ 774 Increase related to current year tax positions 270 Settlements — Gross unrecognized tax benefits balance at December 31, 2021 1,044 Increase related to current year tax positions 15,833 Settlements — Gross unrecognized tax benefits balance at December 31, 2022 $ 16,877

Accumulated Other Comprehensi_2

Accumulated Other Comprehensive Loss (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Income (Loss)	The following table summarizes the changes in accumulated balances of other comprehensive loss (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ (3,793) $ (4,059) Other comprehensive income (loss) due to foreign currency translation, net of tax (1,112) 266 Ending balance $ (4,905) $ (3,793)

Stock-Based Compensation and _2

Stock-Based Compensation and Stock Options (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of Weighted-Average Assumptions used in Black-Scholes Option Pricing Model	The fair value of 2022 stock options and modification and 2021 stock options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 2022 2021 Weighted-average fair value of options granted per share $ 3.00 $ 11.47 Historical volatility 77 % 78 % Risk-free interest rate 2.85 % 0.25 % Dividend yield — — Expected life in years 3.2 3.8
Schedule of Option Activity	Option activities during the years ended December 31, 2021 and 2022 were as follows: Shares Weighted-Average Weighted-Average Aggregate (In thousands) Outstanding at January 1, 2021 3,325,000 $ 3.49 4.39 years Options Granted 50,000 9.44 Exercised options (2,160,000) 3.49 Options forfeited and canceled (125,000) 3.49 Outstanding at December 31, 2021 1,090,000 $ 3.76 2.92 years Options Granted 700,000 $ 7.95 Exercised options (565,000) $ 3.49 Options forfeited and canceled (50,000) $ 3.49 Outstanding at December 31, 2022 1,175,000 $ 6.40 3.38 years $ 408 Exercisable and fully vested at December 31, 2022 612,500 $ 5.89 3.14 years $ 288 Outstanding at December 31, 2022 and expected to vest thereafter 562,500 $ 6.95 3.64 years $ 120
Schedule of Outstanding Options	Outstanding options at December 31, 2022 were as follows: Exercise Price Options Options Outstanding Weighted-Average Options Outstanding Options Exercisable $ 3.49 425,000 2.05 years $ 3.49 300,000 2.11 years $ 6.78 100,000 4.42 years $ 6.78 — — $ 8.14 600,000 4.17 years $ 8.14 300,000 4.17 years $ 9.44 50,000 3.01 years $ 9.44 12,500 3.01 years

Segment Reporting and Signifi_2

Segment Reporting and Significant Customer Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Schedule of Operating Results from Continuing Operations and Assets by Business Segment	The following is a summary of operating results and assets by business segment (in thousands): Year Ended December 31, 2022 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Revenues from unaffiliated customers $ 47,054 $ 20,068 $ 3,477 $ — $ 70,599 Intersegment revenues 613 (613) — — — Total net revenues $ 47,667 $ 19,455 $ 3,477 $ — $ 70,599 Operating income (loss) $ 9,360 $ (1,803) $ — $ — $ 7,557 Year Ended December 31, 2021 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Revenues from unaffiliated customers $ 41,683 $ 17,683 $ 3,346 $ — $ 62,712 Intersegment revenues 363 (363) — — — Total net revenues $ 42,046 $ 17,320 $ 3,346 $ — $ 62,712 Operating income (loss) $ 550 $ (1,997) $ 134 $ — $ (1,313)
Schedule of Reconciliation of Assets by Business Segment	As of December 31, 2022 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Long-lived assets $ 571 $ 86 $ — $ — $ 657 Total assets $ 97,960 $ 19,253 $ 18,737 $ (68,687) $ 67,263 As of December 31, 2021 Travelzoo North America Travelzoo Europe Jack's Flight Club Elimination Consolidated Long-lived assets $ 573 $ 86 $ — $ — $ 659 Total assets $ 116,700 $ 28,167 $ 18,436 $ (63,647) $ 99,656
Schedule of Breakdown of Revenues by Type and Segment	The following table sets forth the breakdown of revenues (in thousands) by category and segment. Travel revenue includes travel publications (such as Top 20, Travelzoo website , Travelzoo Network ), Getaways vouchers, hotel platform and vacation packages. Local revenue includes Local Deals vouchers and entertainment offers. Year Ended December 31, 2022 2021 Travelzoo North America Travel $ 44,471 $ 38,834 Local 3,196 3,212 Total Travelzoo North America revenues 47,667 42,046 Travelzoo Europe Travel 18,053 15,178 Local 1,402 2,142 Total Travelzoo Europe revenues 19,455 17,320 Jack's Flight Club 3,477 3,346 Travel 62,524 54,012 Local 4,598 5,354 Jack's Flight Club 3,477 3,346 Total revenues $ 70,599 $ 62,712
Schedule of Revenue for Individual Countries that Exceed 10% of Total Revenue	The following table sets forth revenue for individual countries that were 10% or more of total revenue (in thousands): Year Ended December 31, 2022 2021 Revenue United States $ 43,151 $ 38,489 United Kingdom 15,795 13,473 Rest of the world 11,653 10,750 Total revenues $ 70,599 $ 62,712
Schedule of Long Lives Assets by Geographic Area	The following table sets forth long lived assets by geographic area (in thousands): December 31, 2022 2021 United States $ 274 $ 409 Rest of the world 383 250 Total long lived assets $ 657 $ 659

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Lease Cost	The following table summarizes the components of lease expense for the year ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 2,316 $ 3,270 Short-term lease cost — 12 Variable lease cost 683 992 Sublease income (353) (359) Total lease cost $ 2,646 $ 3,915
Schedule of Lease Assets and Liabilities	The following table summarizes the presentation in our consolidated balance sheet of our operating leases (in thousands): December 31, 2022 2021 Assets: Operating lease right-of-use assets $ 7,440 $ 7,700 Liabilities: Operating lease liabilities $ 2,972 $ 3,180 Long-term operating lease liabilities 8,326 9,111 Total operating lease liabilities $ 11,298 $ 12,291 Weighted average remaining lease term (years) 5.87 6.68 Weighted average discount rate 4.3 % 3.4 %
Schedule of Lease Liability Maturity	Maturities of lease liabilities were as follows (in thousands): Years ending December 31, 2023 $ 3,028 2024 2,130 2025 1,350 2026 1,350 2027 1,350 Thereafter 2,925 Total lease payments 12,133 Less interest (835) Present value of operating lease liabilities $ 11,298

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	The following table provides a summary of amounts included in discontinued operations for the year ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Revenues $ — $ — Cost of revenues — — Gross profit — — Operating expenses: Sales and marketing — — Product development — — General and administrative — 8 Total operating expenses — 8 Loss from operations — (8) Other income (loss), net (35) (5) Loss before income taxes (35) (13) Income tax expense 24 — Net loss from discontinued operations $ (59) $ (13) 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 Consolidated Balance Sheets (in thousands): December 31, December 31, ASSETS Cash, cash equivalents and restricted cash $ 10 $ 32 Prepaid expenses and other 1 39 Total assets from discontinued operations $ 11 $ 71 LIABILITIES Accounts payable $ 403 $ 473 Accrued expenses and other 13 — Income tax payable 24 — Deferred revenue 12 12 Total liabilities from discontinued operations $ 452 $ 485 The net cash used in operating activities and investing activities for the discontinued operations for the for the year ended December 31, 2022 and 2021, were as follows (in thousands): Year Ended December 31, 2022 2021 Net cash used in operating activities $ (21) $ (114)

Non-Controlling Interest (Table

Non-Controlling Interest (Tables)	12 Months Ended
	Dec. 31, 2022
Noncontrolling Interest [Abstract]
Schedule of Redeemable Noncontrolling Interest	The non-controlling interest for the year ended December 31, 2022 and 2021 was as follow (in thousands): Consolidated Balance Sheet: Non-controlling interest—January 1, 2021 $ 4,609 Net loss attributable to non-controlling interest (9) Non-controlling interest—December 31, 2021 4,600 Net loss attributable to non-controlling interest (5) Non-controlling interest—December 31, 2022 $ 4,595

Restatement of previously iss_2

Restatement of previously issued financial statements (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	The impacts from the restatement as of and for the year ended December 31, 2022 are as follows (in thousands): Consolidated Balance Sheet: December 31, 2022 As Reported Adjustments As Restated Non-controlling interest $ 4,595 $ (4,595) $ — Stockholders’ equity: Total Travelzoo stockholders’ equity 4,256 — 4,256 Non-controlling interest — 4,595 4,595 Total stockholders’ equity $ 4,256 $ 4,595 $ 8,851 Consolidated Statement of Stockholders’ Equity: December 31, 2022 As Reported Adjustments As Restated Total Travelzoo stockholders’ equity $ 4,256 $ — $ 4,256 Non-controlling interest — 4,595 4,595 Total stockholders’ equity $ 4,256 $ 4,595 $ 8,851

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, ¥ in Millions, shares in Millions, member in Millions

1 Months Ended

3 Months Ended

12 Months Ended

Dec. 30, 2022 USD ($) $ / shares shares

Jun. 16, 2020 USD ($)

Jun. 16, 2020 JPY (¥)

May 05, 2020 USD ($)

Apr. 24, 2020 USD ($)

Jul. 31, 2022 USD ($)

Mar. 31, 2020

Apr. 30, 2019 USD ($)

Mar. 31, 2022 USD ($)

Dec. 31, 2022 USD ($) member

Dec. 31, 2021 USD ($)

Dec. 31, 2021 JPY (¥)

Dec. 31, 2020 USD ($)

Dec. 23, 2020

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Number of members | member

30

Working capital

$ 11,900,000

Cash used in operating activities

23,121,000

$ 8,083,000

Merchant payables

32,574,000

68,678,000

Cash and cash equivalents value

18,693,000

43,815,000

Deferred revenue

2,200,000

Deferred revenue, revenue recognized in period

463,000

Voucher liability, current

8,100,000

17,200,000

Refund liability

1,300,000

5,200,000

Advertising costs

6,400,000

3,700,000

Marketing and advertising expense

545,000

221,000

Total foreign currency transaction gain (loss)

(232,000)

373,000

Impairment of software

$ 0

Private Placement

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Number of shares sold (in shares) | 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

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Ownership percentage held by related party

50.30%

Computer hardware and software | Minimum

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Estimated useful lives (in years)

3 years

Computer hardware and software | Maximum

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Estimated useful lives (in years)

5 years

Capitalized internal-use software and website development | Minimum

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Estimated useful lives (in years)

3 years

Capitalized internal-use software and website development | Maximum

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Estimated useful lives (in years)

5 years

Office equipment and office furniture | Minimum

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Estimated useful lives (in years)

3 years

Office equipment and office furniture | Maximum

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Estimated useful lives (in years)

5 years

Other Income (Loss)

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Total foreign currency transaction gain (loss)

$ 72,000

31,000

Travelzoo Europe

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Deferred revenue

981,000

1,300,000

Travelzoo North America

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Deferred revenue

$ 1,200,000

473,000

Jack's Flight Club

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Number of members | member

1.9

CANADA

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Job retention fund

$ 164,000

400,000

Europe

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Job retention fund

31,000

Small Business Administration (SBA), CARES Act, Paycheck Protection Program

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Term (in years)

2 years

Proceeds from issuance of unsecured debt

$ 535,000

$ 3,100,000

$ 1,200,000

Small Business Administration (SBA), Economic Security Act

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Proceeds from issuance of unsecured debt

$ 494,000

Weekengo

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Ownership percentage

33.70%

Payments to acquire equity method investments

$ 196,000

Other income (loss)

$ 468,000

Weekengo | Technology-Based Intangible Assets

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Equity method investment, related identifiable intangible assets

200,000

Weekengo, Original Investment Agreement

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Payments to acquire equity method investments

2,900,000

Travelzoo Japan | Discontinued Operations, Disposed of by Sale

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Term (in years)

3 years

3 years

Interest free loan amount

$ 430,000

¥ 46

430,000

¥ 46

Debt paid off

133,000

Travelzoo Japan

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Proceeds from royalties received

$ 9,000

Travelzoo Japan | Royalty Agreement Terms

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Term (in years)

5 years

Travelzoo Japan | Loan Issued To Travelzoo Japan

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Term (in years)

3 years

3 years

Travelzoo Singapore

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Proceeds from royalties received

$ 25,000

$ 3,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 18,693	$ 43,815
Restricted cash	675	1,142
Cash, cash equivalents and restricted cash–discontinued operations	10	32
Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows	$ 19,378	$ 44,989	$ 64,385

Net Income (Loss) Per Share (De

Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income attributable to Travelzoo—continuing operations	$ 6,693	$ 924
Net loss attributable to Travelzoo—discontinued operations	$ (59)	$ (13)
Denominator:
Weighted average common shares—basic (in shares)	12,372	11,646
Effect of dilutive securities: stock options (in shares)	189	1,345
Weighted average common shares—diluted (in shares)	12,561	12,991
Income (loss) per share—basic
Continuing operations (in dollars per share)	$ 0.54	$ 0.08
Discontinued operations (in dollars per share)	0	0
Net income (loss) per share, basic (in dollars per share)	0.54	0.08
Income (loss) per share—diluted
Continuing operations (in dollars per share)	0.53	0.07
Discontinuing operations (in dollars per share)	0	0
Net income (loss) per share, diluted (in dollars per share)	$ 0.53	$ 0.07
Antidilutive securities excluded from computation of earnings per share (in shares)	750	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	Aug. 31, 2022 USD ($)	Mar. 17, 2022 USD ($)	Mar. 03, 2022 USD ($)	Mar. 03, 2022 EUR (€) member	Jan. 31, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 13, 2020 USD ($)
Business Acquisition [Line Items]
Tax indemnification								$ 9,537,000	$ 0
Purchase price of asset acquisition			$ 1,750,000
Initial payment			412,500
Payable upon closing			600,000
Remaining payable amount, credit with seller			1,150,000
Eliminated obligation amount			$ 825,000
Amortization of intangibles				$ 2,200,000				1,800,000	1,100,000
Goodwill								$ 10,944,000	10,944,000
Royalty rate (as a percent)								5%
Board of Directors Chairman
Business Acquisition [Line Items]
Ownership percentage held by related party								50.30%
Metaverse Travel Experiences
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
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
Restrictive covenant period				3 years	3 years
Earn-Out Opportunity | Secret Escapes
Business Acquisition [Line Items]
Contingent consideration period				6 months	6 months
Metaverse Travel Experiences
Business Acquisition [Line Items]
License agreement term			1 year
Private Placement
Business Acquisition [Line Items]
Number of shares sold (in shares) | 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 of intangibles								875,000	1,108,000
Percentage of ownership before transaction (up to)						60%
Stock repurchased during period, value						$ 12,000,000
Goodwill								13,100,000
Goodwill impairments							$ 2,100,000
Jack's Flight Club | Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired								3,500,000		$ 3,500,000
Jack's Flight Club | Trade name
Business Acquisition [Line Items]
Intangible assets acquired								2,500,000		2,460,000
Impaired indefinite lived intangible assets		$ 200,000					$ 810,000
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 agreement
Business Acquisition [Line Items]
Intangible assets acquired								$ 660,000		$ 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) - USD ($) $ in Thousands	Dec. 30, 2022	Mar. 17, 2022
Business Acquisition [Line Items]
Total consideration for MTE assets		$ 1,750
Metaverse Travel Experiences
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
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			12 Months Ended
	Mar. 03, 2022	Jan. 13, 2020	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets, Excluding Goodwill [Roll Forward]
Intangible assets beginning			$ 3,426
Amortization of intangible assets with definite lives	$ (2,200)		(1,800)	$ (1,100)
Intangible assets ending			3,651	3,426
Secret Escape Spain member database | Secret Escapes
Business Acquisition [Line Items]
Fair Value	$ 445
Estimated Life (Years)	3 years
Intangible Assets, Excluding Goodwill [Roll Forward]
Amortization of intangible assets with definite lives			(118)
Acquisitions—March 2022			445
Impairment of trade name—December 31, 2022			0
Intangible assets ending			327
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
Intangible Assets, Excluding Goodwill [Roll Forward]
Amortization of intangible assets with definite lives			(778)
Acquisitions—March 2022			1,751
Impairment of trade name—December 31, 2022			0
Intangible assets ending			973
Jack's Flight Club
Intangible Assets, Excluding Goodwill [Roll Forward]
Intangible assets beginning			3,426	4,534
Amortization of intangible assets with definite lives			(875)	(1,108)
Acquisitions—March 2022			0
Impairment of trade name—December 31, 2022			(200)
Intangible assets ending			2,351	$ 3,426
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		$ 2,460	2,500
Jack's Flight Club | Noncompete agreement
Business Acquisition [Line Items]
Fair Value		$ 660	$ 660
Estimated Life (Years)		4 years

Acquisitions - Schedule of Expe

Acquisitions - Schedule of Expected Future Amortization Expense (Details) - Jack's Flight Club $ in Thousands	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
2023	$ 1,562
2024	586
2025	53
Finite-Lived Intangible Assets, Net	$ 2,201

Debt (Details)

Debt (Details) - Small Business Administration (SBA), CARES Act, Paycheck Protection Program - USD ($) $ in Thousands			3 Months Ended
	May 05, 2020	Apr. 24, 2020	Mar. 31, 2022	Jun. 30, 2021
Debt Instrument, Redemption [Line Items]
Proceeds from issuance of unsecured debt	$ 535	$ 3,100	$ 1,200
Term (in years)	2 years
Stated interest rate	1%
Amount of debt forgiven				$ 429
Debt instrument, periodic loan and interest payment				$ 111

Balance Sheet Components - Prep

Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 764	$ 1,620
Notes receivable — current	232	0
Deposits	153	190
Other current assets	140	81
Total prepaid expenses and other	$ 1,289	$ 1,891

Balance Sheet Components - Prop

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 13,748	$ 18,487
Less accumulated depreciation and amortization	(13,091)	(17,828)
Total	657	659
Depreciation expense	418	710
Capitalized computer software, amortization	1	2
Office equipment and office furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,005	7,838
Capitalized internal-use software and website development
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,601	4,390
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,414	4,117
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,728	$ 2,142

Balance Sheet Components - Allo

Balance Sheet Components - Allowance for Doubtful Accounts and Reserve for Subscriber Refunds (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at the beginning of the year	$ 2,094	$ 2,814
Additions — charged to costs and expenses, or contra revenue	54	30
Deductions — recoveries of amounts previously reserved	(470)	(481)
Deductions — write-offs or refunds	(210)	(269)
Balance at end of year	1,468	2,094
Reserve for member refunds
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at the beginning of the year	5,166	4,085
Additions — charged to costs and expenses, or contra revenue	15	1,718
Deductions — recoveries of amounts previously reserved	(3,006)	0
Deductions — write-offs or refunds	(897)	(637)
Balance at end of year	$ 1,278	$ 5,166

Balance Sheet Components - Acco

Balance Sheet Components - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities Current [Abstract]
Reserve for member refunds	$ 1,278	$ 5,166
Accrued advertising expense	538	690
Accrued compensation expense	1,744	1,743
Other accrued expenses	1,489	2,613
Total accrued expenses and other	$ 5,049	$ 10,212

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2004	Dec. 31, 2002
Loss Contingencies
Operating leases, rent expense	$ 2,600	$ 3,500
Sublease income	353	$ 359
Purchase obligation	$ 1,900
Minimum
Loss Contingencies
Remaining lease term (in years)	1 year
Term of lease	1 year
Maximum
Loss Contingencies
Term of lease	8 years
Travel Zoo Com Corporation
Loss Contingencies
Period for receiving shares under merger (in years)			2 years	2 years
Number of shares exchanged under merger(in shares)				1

Income Taxes - Income Before Ta

Income Taxes - Income Before Tax Expense by Jurisdiction (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S.	$ 9,636	$ 3,723
Foreign	322	(1,030)
Income from continuing operations before income taxes	$ 9,958	$ 2,693

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 1,772	$ 593
State	376	197
Foreign	348	183
Total	2,496	973
Deferred
Federal	528	493
State	221	219
Foreign	25	93
Total	774	805
Total
Federal	2,300	1,086
State	597	416
Foreign	373	276
Total income tax expense	$ 3,270	$ 1,778

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Tax Expense to Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal tax at statutory rates	$ 2,091	$ 566
State taxes, net of federal income tax benefit	471	297
Change of valuation allowance	(34)	7
Uncertain tax positions	107	458
Foreign income taxed at different rates	(38)	66
Foreign tax credit	0	(270)
PPP loan forgiveness	0	(768)
Stock-based compensation expenses	469	1,417
Other	204	5
Total income tax expense	$ 3,270	$ 1,778

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss and credit carryforward	$ 4,935	$ 9,175
Operating lease liabilities	2,417	2,797
State income taxes	74	0
Accruals and allowances	627	1,461
Stock-based compensation	256	545
Unrealized foreign exchange losses	329	273
Deferred revenue	191	70
Capital loss carryforward	410	410
Total deferred tax assets	9,239	14,731
Valuation allowance	(4,455)	(8,717)
Total deferred tax assets net of valuation allowance	4,784	6,014
Deferred tax liabilities:
Operating lease right-of-use assets	(1,416)	(1,600)
Property, equipment and intangible assets	(146)	(465)
Total deferred tax liabilities	(1,562)	(2,065)
Net deferred tax assets	$ 3,222	$ 3,949

Income Taxes - Changes in the D

Income Taxes - Changes in the Deferred Tax Assets Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at the beginning of the year	$ 8,717	$ 10,145
Charged (Credited) to expenses	0	0
Charged (Credited) to other account	(4,262)	(1,428)
Balance at end of year	$ 4,455	$ 8,717

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Unrecognized deferred tax liability	$ 688
Total unrecognized tax benefits	16,877	$ 1,044	$ 774
Unrecognized tax benefits affecting the company's effective income tax rate	6,900
Unrecognized tax benefits, interest on income taxes accrued	704
Metaverse Travel Experiences
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	64,700
Operating loss carryforward, expiring	57,300
Operating Loss Carryforwards, Unutilized	7,400
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, valuation allowance	4,500
Operating loss carryforwards	21,300
Increase in valuation allowance		$ 4,300
Operating loss carryforward, indefinite	10,900
Operating loss carryforward, expiring	10,400
State and Local Jurisdiction | Metaverse Travel Experiences
Operating Loss Carryforwards [Line Items]
Operating loss carryforward, expiring	$ 34,500

Income Taxes - Rollforward of U

Income Taxes - Rollforward of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning	$ 1,044	$ 774
Increase related to current year tax positions	15,833	270
Settlements	0	0
Unrecognized tax benefits, ending	$ 16,877	$ 1,044

Accumulated Other Comprehensi_3

Accumulated Other Comprehensive Loss (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	$ (4,232,000)
Ending balance	4,256,000	$ (4,232,000)
Amounts reclassified from accumulated other comprehensive income (loss)	0	0
AOCI
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(3,793,000)	(4,059,000)
Ending balance	(4,905,000)	(3,793,000)
Foregin Currency Translation
Accumulated Other Comprehensive Income [Roll Forward]
Other comprehensive income (loss) due to foreign currency translation, net of tax	$ (1,112,000)	$ 266,000

Employee Benefit Plan (Details)

Employee Benefit Plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Maximum annual contribution by employee, percent of eligible earnings (up to)	80%
Employer matching contribution per employee, amount (up to)	$ 1,500
Cliff vest occurs (in years)	1 year
Employer discretionary contribution amount	$ 689,000	$ 766,000

Stock-Based Compensation and _3

Stock-Based Compensation and Stock Options - Narrative (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

Sep. 30, 2019 $ / shares shares

Oct. 31, 2017 $ / shares shares

Sep. 30, 2017 shares

Sep. 30, 2015 $ / shares shares

Mar. 31, 2022 $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Dec. 31, 2021 USD ($) $ / shares shares

Dec. 31, 2020 shares

Dec. 31, 2019 shares

Sep. 30, 2020 employee

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

700,000

50,000

Exercise Price (in dollars per share) | $ / shares

$ 9.44

$ 7.95

$ 9.44

Options exercised (in shares)

565,000

2,160,000

Options forfeited (in shares)

50,000

125,000

Number of key employees | employee

1

Unrecognized stock-based compensation expense | $

$ 288

Unrecognized compensation expense, period for recognition (in years)

2 years

Proceeds from exercise of stock options, net of taxes paid for net share settlement of equity awards | $

$ 1,872

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

50,000

Unrecognized stock-based compensation expense | $

$ 1,800

Unrecognized compensation expense, period for recognition (in years)

1 year 2 months 12 days

Allocated share-based compensation expense | $

$ 1,800

$ 3,700

Stock Options | September 2019 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

300,000

Exercise Price (in dollars per share) | $ / shares

$ 10.79

Options Vest and Become Exercisable Annually

75,000

Unrecognized stock-based compensation expense | $

$ 123

Unrecognized compensation expense, period for recognition (in years)

1 year 2 months 12 days

Stock Options | May 2020 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

100,000

Shares issued (in shares)

300,000

Stock Options | May 2019 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

4,676

Options forfeited (in shares)

50,000

Options vested and exercisable in future periods (in shares)

25,000

Stock Options | Mr. Ralph Bartel | September 2015 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

400,000

Exercise Price (in dollars per share) | $ / shares

$ 8.07

Stock Options | Mr. Ralph Bartel | October 2017 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

400,000

150,000

150,000

Exercise Price (in dollars per share) | $ / shares

$ 6.95

Options exercised (in shares)

250,000

Stock Options | Mr. Ralph Bartel | September 2019 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Exercise Price (in dollars per share) | $ / shares

$ 10.79

Options Vest and Become Exercisable Annually

400,000

Stock Options | Mr. Ralph Bartel | May 2020 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

800,000

390,809

1,900,000

Share-based compensation options were exercised (in shares)

600,000

Stock Options | Key Employees | September 2019 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

50,000

Number of key employees | employee

6

Stock Options | Key Employees | May 2020 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

200,000

24,474

Exercise Price (in dollars per share) | $ / shares

$ 3.49

Number of key employees | employee

2

Share-based compensation options were exercised (in shares)

50,000

Employee Stock | September 2015 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

800,000

Employee Stock | October 2017 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

540,000

300,000

Proceeds from exercise of stock options, net of taxes paid for net share settlement of equity awards | $

$ 1,900

Employee Stock | September 2019 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Unrecognized stock-based compensation expense | $

$ 193

Unrecognized compensation expense, period for recognition (in years)

8 months 12 days

Employee Stock | May 2020 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

88,917

54,258

Options forfeited (in shares)

125,000

Options vested and exercisable in future periods (in shares)

75,000

Share-based compensation options were exercised (in shares)

150,000

Employee Stock | March 2022 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

600,000

Exercise Price (in dollars per share) | $ / shares

$ 8.14

Unrecognized stock-based compensation expense | $

$ 865

Unrecognized compensation expense, period for recognition (in years)

1 year

Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period

2 years

Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage

25%

Employee Stock | June 2018 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

100,000

Exercise Price (in dollars per share) | $ / shares

$ 6.78

Unrecognized stock-based compensation expense | $

$ 368

Unrecognized compensation expense, period for recognition (in years)

2 years 6 months

Employee Stock | Mr. Ralph Bartel | May 2019 Plan

Share-based Compensation Arrangement by Share-based Payment Award

Options granted (in shares)

681,902

Options exercised (in shares)

260,000

Stock-Based Compensation and _4

Stock-Based Compensation and Stock Options - Stock Option Valuation Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Weighted-average fair value of options granted (in dollars per share)	$ 3	$ 11.47
Historical volatility	77%	78%
Risk-free interest rate	2.85%	0.25%
Dividend yield	0%	0%
Expected life in years	3 years 2 months 12 days	3 years 9 months 18 days

Stock-Based Compensation and _5

Stock-Based Compensation and Stock Options - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares
Options outstanding, beginning (in shares)		1,090,000	3,325,000
Options granted (in shares)		700,000	50,000
Exercised options (in shares)		(565,000)	(2,160,000)
Options forfeited and canceled (in shares)		(50,000)	(125,000)
Options outstanding, ending (in shares)		1,175,000	1,090,000	3,325,000
Exercisable and fully vested (in shares)		612,500
Outstanding and expected to vest thereafter (in shares)		562,500
Weighted-Average Exercise Price
Options outstanding, weighted average exercise price, beginning (in dollars per share)		$ 3.76	$ 3.49
Options granted, weighted average exercise price (in dollars per share)	$ 9.44	7.95	9.44
Exercised options , weighted average exercise price (in dollars per share)		3.49	3.49
Options forfeited and canceled, weighted average exercise price (in dollars per share)		3.49	3.49
Options outstanding, weighted average exercise price, ending (in dollars per share)		6.40	$ 3.76	$ 3.49
Exercisable and fully vested, weighted average exercise price (in dollars per share)		5.89
Outstanding and expected to vest thereafter, weighted average exercise price (in dollars per share)		$ 6.95
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, weighted-average remaining contractual life		3 years 4 months 17 days	2 years 11 months 1 day	4 years 4 months 20 days
Exercisable and fully vested, weighted-average remaining contractual life		3 years 1 month 20 days
Outstanding and expected to vest thereafter, weighted average remaining contractual life		3 years 7 months 20 days
Outstanding, aggregate intrinsic value		$ 408
Exercisable and fully vested, aggregate intrinsic value		288
Outstanding and expected to vest, aggregate intrinsic value		$ 120

Stock-Based Compensation and _6

Stock-Based Compensation and Stock Options - Outstanding Options (Details) - $ / shares		12 Months Ended
	Jun. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award
Exercise Price (in dollars per share)	$ 9.44	$ 7.95	$ 9.44
Options Outstanding (in shares)		1,175,000	1,090,000	3,325,000
Options Outstanding Weighted-Average Remaining Contractual Life		3 years 4 months 17 days	2 years 11 months 1 day	4 years 4 months 20 days
Options Exercisable Weighted-Average Remaining Contractual Life		3 years 1 month 20 days
Exercise Price 1
Share-based Compensation Arrangement by Share-based Payment Award
Exercise Price (in dollars per share)		$ 3.49
Options Outstanding (in shares)		425,000
Options Outstanding Weighted-Average Remaining Contractual Life		2 years 18 days
Weighted-Average Exercise Price (in dollars per share)		$ 3.49
Options Outstanding and Exercisable (in shares)		300,000
Options Exercisable Weighted-Average Remaining Contractual Life		2 years 1 month 9 days
Exercise Price 2
Share-based Compensation Arrangement by Share-based Payment Award
Exercise Price (in dollars per share)		$ 6.78
Options Outstanding (in shares)		100,000
Options Outstanding Weighted-Average Remaining Contractual Life		4 years 5 months 1 day
Weighted-Average Exercise Price (in dollars per share)		$ 6.78
Exercise Price 3
Share-based Compensation Arrangement by Share-based Payment Award
Exercise Price (in dollars per share)		$ 8.14
Options Outstanding (in shares)		600,000
Options Outstanding Weighted-Average Remaining Contractual Life		4 years 2 months 1 day
Weighted-Average Exercise Price (in dollars per share)		$ 8.14
Options Outstanding and Exercisable (in shares)		300,000
Options Exercisable Weighted-Average Remaining Contractual Life		4 years 2 months 1 day
Exercise Price 4
Share-based Compensation Arrangement by Share-based Payment Award
Exercise Price (in dollars per share)		$ 9.44
Options Outstanding (in shares)		50,000
Options Outstanding Weighted-Average Remaining Contractual Life		3 years 3 days
Weighted-Average Exercise Price (in dollars per share)		$ 9.44
Options Outstanding and Exercisable (in shares)		12,500
Options Exercisable Weighted-Average Remaining Contractual Life		3 years 3 days

Stock Repurchase Program (Detai

Stock Repurchase Program (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2022	May 31, 2019
Repurchase May 2019 Plan
Class of Stock
Stock repurchased program authorized number of shares (in shares)							1,000,000
Stock repurchased during period and retired (in shares)				168,602	436,369
Stock repurchased during period (in shares)			395,029
Stock repurchased during period, value			$ 3.9
March 2021 Plan
Class of Stock
Stock repurchased during period and retired (in shares)	100,000
Stock repurchased during period, value	$ 1.6
June 2022 Repurchase Program
Class of Stock
Stock repurchased program authorized number of shares (in shares)						1,000,000
Stock repurchased during period (in shares)		306,375
Stock repurchased during period, value		$ 1.6
Remaining number of shares authorized to be repurchased (in shares)		693,625

Segment Reporting and Signifi_3

Segment Reporting and Significant Customer Information - Narrative (Details) - segment		12 Months Ended
	Jan. 13, 2020	Dec. 31, 2022
Segment Reporting Information [Line Items]
Number of reportable segments		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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of operating results from continuing operations and assets by business segment
Revenues	$ 70,599	$ 62,712
Operating income (loss)	7,557	(1,313)
Intersegment revenues
Summary of operating results from continuing operations and assets by business segment
Revenues	0	0
Operating income (loss)	0	0
Travelzoo North America
Summary of operating results from continuing operations and assets by business segment
Revenues	47,667	42,046
Operating income (loss)	9,360	550
Travelzoo North America | Operating Segments
Summary of operating results from continuing operations and assets by business segment
Revenues	47,054	41,683
Travelzoo North America | Intersegment revenues
Summary of operating results from continuing operations and assets by business segment
Revenues	613	363
Travelzoo Europe
Summary of operating results from continuing operations and assets by business segment
Revenues	19,455	17,320
Operating income (loss)	(1,803)	(1,997)
Travelzoo Europe | Operating Segments
Summary of operating results from continuing operations and assets by business segment
Revenues	20,068	17,683
Travelzoo Europe | Intersegment revenues
Summary of operating results from continuing operations and assets by business segment
Revenues	(613)	(363)
Jack's Flight Club
Summary of operating results from continuing operations and assets by business segment
Revenues	3,477	3,346
Operating income (loss)	0	134
Jack's Flight Club | Operating Segments
Summary of operating results from continuing operations and assets by business segment
Revenues	3,477	3,346
Jack's Flight Club | Intersegment revenues
Summary of operating results from continuing operations and assets by business segment
Revenues	$ 0	$ 0

Segment Reporting and Signifi_5

Segment Reporting and Significant Customer Information - Assets by Segment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue for each segment recognized based on customer location
Long-lived assets	$ 657	$ 659
Total assets	67,263	99,656
Intersegment revenues
Revenue for each segment recognized based on customer location
Long-lived assets	0	0
Total assets	(68,687)	(63,647)
Travelzoo North America | Operating Segments
Revenue for each segment recognized based on customer location
Long-lived assets	571	573
Total assets	97,960	116,700
Travelzoo Europe | Operating Segments
Revenue for each segment recognized based on customer location
Long-lived assets	86	86
Total assets	19,253	28,167
Jack's Flight Club | Operating Segments
Revenue for each segment recognized based on customer location
Long-lived assets	0	0
Total assets	$ 18,737	$ 18,436

Segment Reporting and Signifi_6

Segment Reporting and Significant Customer Information - Revenue by Type and Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Breakdown of revenues by type and segment
Revenues	$ 70,599	$ 62,712
Travel
Breakdown of revenues by type and segment
Revenues	62,524	54,012
Local
Breakdown of revenues by type and segment
Revenues	4,598	5,354
Travelzoo North America
Breakdown of revenues by type and segment
Revenues	47,667	42,046
Travelzoo North America | Travel
Breakdown of revenues by type and segment
Revenues	44,471	38,834
Travelzoo North America | Local
Breakdown of revenues by type and segment
Revenues	3,196	3,212
Travelzoo Europe
Breakdown of revenues by type and segment
Revenues	19,455	17,320
Travelzoo Europe | Travel
Breakdown of revenues by type and segment
Revenues	18,053	15,178
Travelzoo Europe | Local
Breakdown of revenues by type and segment
Revenues	1,402	2,142
Jack's Flight Club
Breakdown of revenues by type and segment
Revenues	$ 3,477	$ 3,346

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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue, Major Customer [Line Items]
Revenues	$ 70,599	$ 62,712
United States
Revenue, Major Customer [Line Items]
Revenues	43,151	38,489
United Kingdom
Revenue, Major Customer [Line Items]
Revenues	15,795	13,473
Rest of the world
Revenue, Major Customer [Line Items]
Revenues	$ 11,653	$ 10,750

Segment Reporting and Signifi_8

Segment Reporting and Significant Customer Information - Long Lives Assets by Geographic Area (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 657	$ 659
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	274	409
Rest of the world
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 383	$ 250

Related Party Transactions (Det

Related Party Transactions (Details) $ / shares in Units, subscriber in Millions

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Dec. 30, 2022 USD ($) $ / shares shares

Mar. 17, 2022 USD ($)

Mar. 01, 2022 USD ($)

Mar. 27, 2021 $ / shares

Mar. 12, 2021 USD ($) subscriber

Mar. 31, 2022 shares

Mar. 31, 2021 USD ($) shares

Dec. 31, 2022 USD ($)

Dec. 31, 2021 USD ($)

Jun. 30, 2021 USD ($)

Mar. 31, 2021 USD ($)

Jul. 29, 2022 shares

Dec. 31, 2022 USD ($) shares

Dec. 31, 2021 USD ($) shares

Related Party Transactions

Initial payment

$ 412,500

Prepaid expenses—Related party

$ 0

$ 1,150,000

$ 0

$ 1,150,000

Purchase price of asset acquisition

1,750,000

Payable upon closing

600,000

Remaining payable amount, credit with seller

1,150,000

Eliminated obligation amount

$ 825,000

Employee options granted to purchase shares of common stock (in shares) | shares

700,000

50,000

Related Party Transaction, Stock Purchased And Sold During Period, Shares | shares

25,000

Related Party Transaction, Gain on Sale of Stock Purchased And Sold During Period

$ 46,000

Private Placement

Related Party Transactions

Number of shares sold (in shares) | 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

Metaverse Travel Experiences

Related Party Transactions

Service agreement term

4 years

Monthly payment amount under service agreement

$ 25,000

Service Agreement, Advance Payment Amount

$ 250,000

Subscription revenue percentage under service agreement

25%

Termination period of service agreement

2 years

Board of Directors Chairman

Related Party Transactions

Ownership percentage held by related party

50.30%

50.30%

Brother Of Board Of Directors Chairman

Related Party Transactions

Ownership percentage held by related party

3.30%

3.30%

Employee options granted to purchase shares of common stock (in shares) | shares

600,000

March 2021 Plan

Related Party Transactions

Stock repurchased during period and retired (in shares) | shares

100,000

Repurchased stock (in dollars per share) | $ / shares

$ 15.83

Volume weighted average price

10 days

Discount

5%

Stock repurchased during period, value

$ 1,600,000

Azzurro Brands

Related Party Transactions

Number of subscribers | subscriber

2.2

License fee

$ 413,000

Initial payment

$ 894,000

$ 800,000

$ 701,000

$ 894,000

License agreement term

1 year

Termination term

60 days

Leases - Narrative (Details)

Leases - Narrative (Details)	Dec. 31, 2022 option
Lessee, Lease, Description [Line Items]
Number of renewal options	1
Minimum
Lessee, Lease, Description [Line Items]
Term of lease	1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of lease	8 years

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 2,316	$ 3,270
Short-term lease cost	0	12
Variable lease cost	683	992
Sublease income	(353)	(359)
Total lease cost	2,646	3,915
Cash paid for amounts included in the measurement of lease liabilities	3,224	4,304
Right-of-use assets obtained in exchange for lease obligations—operating leases	$ 1,652	$ 1,777

Leases - Lease Balance Sheet In

Leases - Lease Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Operating lease right-of-use assets	$ 7,440	$ 7,700
Liabilities:
Operating lease liabilities	2,972	3,180
Long-term operating lease liabilities	8,326	9,111
Total operating lease liabilities	$ 11,298	$ 12,291
Weighted average remaining lease term (years)	5 years 10 months 13 days	6 years 8 months 4 days
Weighted average discount rate	4.30%	3.40%

Leases - Schedule of Operating

Leases - Schedule of Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 3,028
2024	2,130
2025	1,350
2026	1,350
2027	1,350
Thereafter	2,925
Total lease payments	12,133
Less interest	(835)
Present value of operating lease liabilities	$ 11,298	$ 12,291

Discontinued Operations - Summa

Discontinued Operations - Summary of Amounts Included in Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Net loss from discontinued operations	$ (59)	$ (13)
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	0	8
Total operating expenses	0	8
Loss from operations	0	(8)
Other income (loss), net	(35)	(5)
Loss before income taxes	(35)	(13)
Income tax expense	24	0
Net loss from discontinued operations	$ (59)	$ (13)

Discontinued Operations - Narra

Discontinued Operations - Narrative (Details) - Discontinued Operations, Disposed of by Sale $ in Thousands, ¥ in Millions				12 Months Ended
	Aug. 24, 2020	Jun. 16, 2020 JPY (¥)	Jun. 16, 2020 USD ($)	Dec. 31, 2021 JPY (¥)	Dec. 31, 2021 USD ($)
Travelzoo Japan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage sold		100%	100%
Gain (loss) on disposition of business			$ 128
Duration of royalty payments (in years)		5 years	5 years
Interest free loan amount		¥ 46	$ 430	¥ 46	$ 430
Term (in years)		3 years	3 years
Repayments of debt					$ 133
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 (in years)	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	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash, cash equivalents and restricted cash	$ 10	$ 32
Prepaid expenses and other	1	39
Total assets from discontinued operations	11	71
LIABILITIES
Accounts payable	403	473
Accrued expenses and other	13	0
Income tax payable	24	0
Deferred revenue	12	12
Total liabilities from discontinued operations	$ 452	$ 485

Discontinued Operations - Sum_3

Discontinued Operations - Summary of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	$ (21)	$ (114)

Non-Controlling Interest (Detai

Non-Controlling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Non-controlling interest—January 1, 2021		$ 4,609
Net loss attributable to non-controlling interest	$ (5)	(9)
Non-controlling interest—December 31, 2021	0	$ 4,600
Non-controlling interest—December 31, 2021	$ 4,595
Jack's Flight Club
Noncontrolling Interest [Line Items]
Percentage of equity interest	60%

Restatement of previously iss_3

Restatement of previously issued financial statements (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Non-controlling interest	$ 0	$ 4,600
Stockholders’ equity:
Total Travelzoo stockholders’ equity (deficit)	4,256	(4,232)
Non-controlling interest	4,595		$ 4,609
Total stockholders’ equity (deficit)	8,851	(4,232)	1,891
Statement of Stockholders' Equity [Abstract]
Total Travelzoo stockholders’ equity	4,256	(4,232)
Non-controlling interest	4,595		4,609
Total stockholders’ equity	8,851	$ (4,232)	$ 1,891
As Reported
Statement of Financial Position [Abstract]
Non-controlling interest	4,595
Stockholders’ equity:
Total Travelzoo stockholders’ equity (deficit)	4,256
Non-controlling interest	0
Total stockholders’ equity (deficit)	4,256
Statement of Stockholders' Equity [Abstract]
Total Travelzoo stockholders’ equity	4,256
Non-controlling interest	0
Total stockholders’ equity	4,256
Adjustments
Statement of Financial Position [Abstract]
Non-controlling interest	(4,595)
Stockholders’ equity:
Total Travelzoo stockholders’ equity (deficit)	0
Non-controlling interest	4,595
Total stockholders’ equity (deficit)	4,595
Statement of Stockholders' Equity [Abstract]
Total Travelzoo stockholders’ equity	0
Non-controlling interest	4,595
Total stockholders’ equity	$ 4,595