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Item 1. Business

2024-03-22 compared with 2023-03-31 · 176 added, 188 removed, 57 unchanged (86% of the section changed)

Travelzoo (including its subsidiaries and affiliates, the “Company” or “we”) is a global Internet media company.

Travelzoo® (including its subsidiaries and affiliates, the “Company” or “we”), the club for travel enthusiasts, 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 have our finger on the pulse of outstanding travel, entertainment and local 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 ® .

The Travelzoo website is visit ed by over 6 million unique visitors monthly.

We have over 4.5 million social media followers on Facebook, Instagram, and Twitter and, to date, our iOS and An droid mobile applications have been downloaded 7.5 million times.

Our most important products and services are the Travelzoo website (travelzoo.com), the Travelzoo iOS and Android apps, the Top 20® email newsletter, Standalone email newsletters, the Travelzoo Network , and Jack's Flight Club ® .

Our Travelzoo website and newsletters include Local Deals and Getaways listings that allow our members to purchase vouchers for offers from local businesses such as spas, hotels and restaurants.

Jack's Flight Club is a subscription service that provides members with information about exceptional airfares.

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

In March 2022, we announced the development of Travelzoo META, a subscription service that intends to provide members with exclusive access to innovative, high quality Metaverse travel experiences.

On December 30, 2022, we acquired Metaverse Travel Experiences, Inc., now Metaverse Travel Experiences, LLC (“MTE”), a Metaverse experience scouting business to support Travelzoo META.

As of December 31, 2022, we had 30.4 million members worldwide.

In North America, the unduplicated number of Travelzoo members was 16.3 million as of December 31, 2022, down 4% from December 31, 2021.

In Europe, the unduplicated number of Travelzoo members was 9.0 million as of December 31, 2022, up 8% from December 31, 2021.

Jack’s Flight Club had 1.9 million subscribers as of December 31, 2022, up 8% from December 31, 2021.

More th an 5,000 travel and local providers use o ur advertising and marketing services, including Air France, Air New Zealand, Air Tahiti Nui, Alaska Airlines, Cathay Pacific Airways, Club Med, Emirates, Etihad, Exoticca, Fairmont Hotels and Resorts, Fiji Airways, Gate 1 Travel, Hilton Hotels & Resorts, Hyatt Corporation, Icelandair, InterContinental Hotels Group, Lion World Travel, Myrtle Beach Area Conventions & Visitors Bureau, Princess Cruises, Royal Caribbean, Singapore Airlines, Starwood Hotels & Resorts and United Airlines.

Revenues from the Travelzoo brand and business are generated primarily from advertising fees from two categories of revenue:

As of December 31, 2023, we had 31.1 million members worldwide, up from 30.4 million as of December 31, 2022.

In North America, Travelzoo had 16.2 million unduplicated members as of December 31, 2023, consistent with December 31, 2022.

In Europe, Travelzoo had 9.2 million unduplicated members as of December 31, 2023, up from 9.0 million as of December 31, 2022.

Jack’s Flight Club had 2.4 million subscribers as of December 31, 2023, up from 1.9 million as of December 31, 2022.

More th an 5,000 travel and local providers use o ur advertising and marketing services, including Alaska Airlines, DH Travel Services, Entertainment Benefits Group, Exoticca, Fairmont Mayakoba, Fiji Airways, Gate 1 Travel, Globus Family of Brands, Holland America Line, Icelandair (US), Imagine Cruising, Indus Travels Inc., Jetline Travel, KLM Royal Dutch Airlines, Myrtle Beach Area Conventions & Visitors Bureau, Stunning Tours, Swan Hellenic, Tourism Ireland, TraveloDeals, Vacation Express USA Corp and Wingbuddy.com.

We generate revenues from the Travelzoo brand and business primarily from advertising fees from two categories of revenue:

Travel and Local.

The “Travel” category consists of advertising or publishing revenues, primarily (a) listing fees paid by travel companies for the publishing of their offers on Travelzoo’s media properties and (b) commission from the sale of Getaways vouchers.

Listing fees are based on audience reach, placement, number of listings, number of impressions, number of clicks, and actual sales.

For publishing revenue, we recognize revenue upon delivery of the emails and delivery of the clicks, over the period of the placement of the advertising.

For Getaways vouchers, we recognize a percentage of the face value of the vouchers upon the sale of the vouchers.

The “Travel” category consists primarily of (a) advertising fees paid by travel companies for the publishing of their offers on Travelzoo’s media properties and (b) commissions generated from operation of our hotel booking platform and the sale of Getaways vouchers.

Advertising fees may be based on audience reach, placement in email newsletters or on media properties, number of listings, number of clicks, and/or actual sales.

We typically recognize advertising revenue upon delivery of emails or clicks, as tracked by our internal platform or third-party platforms, in the period of the applicable insertion orders.

For Getaways vouchers, we recognize a percentage of the face value of the vouchers upon sale, net of an allowance for future refunds.

The "Local" category consists of publishing revenue for negotiated high quality offers from local businesses, such as restaurants, spas, shows, and other activities and includes Local Deals vouchers and entertainment offers.

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Subscription options are quarterly, semi-annually, and annually.

We recognize the revenue monthly pro rata over the subscription period.

The Company also has licensing arrangements with licensees in (a) Australia, New Zealand, and Southeast Asia and (b) Japan and South Korea, in each case, where the Company is entitled to a quarterly royalty payment based on a percentage of net revenue.

The Company records royalties on a one-quarter lag basis and recognized $25,000 and $12,000 in royalties in 2022 and 2021, respectively.

Under the licensing agreements, Travelzoo's existing members in the applicable territories will continue to be owned by the Company as the licensor.

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.

We recognize revenues monthly pro rata over the respective subscription period.

Travelzoo membership has historically been free, however, beginning in 2024, new members in the United States, Canada, United Kingdom and Germany are charged an annual fee of $40 (or local equivalent), with the 2024 annual fee waived for existing members as of December 31, 2023.

For any subscription revenue derived from paid memberships, we recognize revenue monthly pro rata over the subscription periods.

We also license Travelzoo products, services and intellectual property to licensees in (a) Australia, New Zealand, and Singapore and (b) Japan and South Korea, in each case, where the Company is entitled to quarterly royalty payments based on a percentage of net revenue.

The Company recognized $71,000 and $25,000 in royalties in 2023 and 2022, respectively.

Under the licensing agreements, Travelzoo's existing members in the applicable territories continue to be owned by the Company.

In March 2022 we announced the development of, and in May 2023 we launched, Travelzoo META to extend the range of experiences we offer consumers to the emerging metaverse.

This paid membership service currently provides founding members with a limited edition “Travel Companion” non-fungible token (“NFT”) and future access to beta version metaverse travel experiences, as developed.

On December 30, 2022, we acquired Metaverse Travel Experiences, Inc., now Metaverse Travel Experiences, LLC, to support Travelzoo META in sourcing prospective travel experiences .

MTE also continues to operate its legacy business in retail and fashion, which is included in but not material to the Company’s consolidated results.

In connection with the acquisition of MTE, formerly a wholly-owned subsidiary of Azzurro Capital Inc.

("Azzurro"), the Company completed a private placement of newly issued shares with Azzurro.

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.

Azzurro was the Company’s largest shareholder at the time of the MTE acquisition and, as of December 31, 2022, Azzurro and Ralph Bartel, in his individual capacity, 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:

The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value of the Shares of $15.2 million.

The consideration for the Shares consisted of the following:

(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.

(b) $4.8 million paid in the form of a promissory note, carrying a 12% interest rate per annum, issued on the Closing Date and payable by June 30, 2023;

and (c) the transfer to the Company of all outstanding capital stock of MTE, which 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.

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, respectively, from the German Federal Government Bridging Aid III plan and Bridging Aid III+.

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.

In April 2020 and May 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.

In 2021, the principal and the interest of the $3.1 million PPP loan were forgiven and a gain was recorded, the Company also settled the $535,000 PPP loan, $429,000 was forgiven which was recorded as a gain and the remaining outstanding balance of the loan and interest of $111,000 was paid off in 2021.

Historically, the Company managed its business geographically and operated in three reportable segments including Asia Pacific, Europe and North America.

In 2020, the Company classified the results of its Asia Pacific segment as discontinued operations in its consolidated financial statements for all periods presented.

On January 13, 2020, Travelzoo purchased 60% of the outstanding shares of JFC Travel Group Co.

( “ Jack’s Flight Club ” ).

Upon acquisition, the Company 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.

In October 2023, the Company and Azzurro agreed to a payment plan for payment of the promissory note in five installments, ending in February 2024, with interest on the outstanding principal accruing at 16% per annum beginning on July 1, 2023.

The Company has four reportable operating segments:

Travelzoo North America, Travelzoo Europe, Jack’s Flight Club and New Initiatives.

Travelzoo North America consists of the Company’s operations in the U.S.

Travelzoo Europe consists of the Company’s operations in France, Germany, Spain, and the UK.

Jack’s Flight Club consists of subscription revenue from premium members to access and receive flight deals from Jack’s Flight Club via email or via Android or Apple mobile applications.

For the year ended December 31, 2022, Travelzoo North America operations were 67% of revenues, Travelzoo Europe operations were 28% of revenues and Jack’s Flight Club operations were 5% of revenues.

Financial information with respect t o our business segments and certain financial information about geographic areas appea rs in Note 12 to th e accompanying consolidated financial statements.

Jack’s Flight Club consists of subscription revenue from premium members to access and receive flight deals via email or mobile applications.

New Initiatives consists of Travelzoo’s licensing business, Travelzoo META and MTE.

For the year ended December 31, 2023, Travelzoo North America operations comprised 66% of revenues, Travelzoo Europe operations comprised 29% of revenues and Jack’s Flight Club operations comprised 5% of revenues.

In 2020, the Company classified the results of its Asia Pacific segment as discontinued operations in its consolidated financial statements for all periods presented.

Financial information with respect to our business segments and geographic areas appears in Note 12– Segment Reporting and Significant Customer Information to the accompanying consolidated financial statements included in Part II, Item 8 of this report and is incorporated herein by refer ence.

Our principal business office is located at 590 Madison Avenue, 35th Floor, New York, New York 10022.

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 31, 2022 together with Ralph Bartel, in his individual capacity (together, the “Azzurro Parties"), holds approximately 50.3% of the Company’s outstanding shares.

As of December 31, 2023, there wer e 13,574,774 sh ares of common stock outstanding.

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 31, 2023, holds approximately 40.2% of the Company's outstanding shares.

Holger Bartel, the Company's Global CEO, is Ralph Bartel's brother and separately holds 3.8% of the Company's outstanding shares as of December 31, 2023 .

Travelzoo is listed on the NASDAQ Global Select Market under the symbol “TZOO.”

The outbreak of coronavirus (COVID-19) in 2020 had a material impact on the global travel and hospitality industries, including severe restrictions on travel, dining and in-person activities (through border closures, quarantine and stay-at-home requirements, travel restrictions, limited operations of restaurants, spas, hotels, airlines and travel agencies, etc.), as well as on the level of economic activity around the globe.

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.

Many of the Company's advertising partners paused, canceled, and/or stopped advertising.

The global Travel & Tourism industry, at its peak in 2019, reached $10 trillion of value, representing 10.4% of global GDP, according to the World Travel & Tourism Council (WTTC).

The outbreak of the coronavirus (COVID-19) in 2020, however, had a material impact on the industry, including severe restrictions on and reductions in travel, dining and in-person activities, with the industry size declining by approximately one-half, according to WTTC.

The measures implemented to contain COVID-19 correspondingly had a significant negative effect on our business, as many of the Company’s advertising partners paused, canceled, and/or stopped advertising during the global pandemic.

Additionally, there were significant levels of cancellations for the Company's hotel partners and travel package partners and refund requests for our vouchers.

As airlines were unable to complete or cancelled flights and routes, and people were significantly restricted from traveling, the need for flight alert services was greatly reduced, and consequently the premium membership of Jack’s Flight Club declined.

However, in 2021, we saw many of the effects of the pandemic start to subside, as countries began to accept tourists, travel opened up again and travel demand in general started to return to pre-pandemic levels.

Advertising clients who had previously paused or cancelled placements with us began to return and ramp up spending again.

Airlines began adding flights and routes back, increasing inventory, and with the returning demand for travel, the need for flight alert services returned.

Consumer demand in many ways outpaced the readiness of airlines, hotels and restaurants, who had drastically cut staff to save costs in response to the pandemic.

As airlines were unable to complete or cancelled flights and routes, and people were significantly restricted from traveling, the need for flight alert services was greatly reduced, and consequently premium membership in Jack’s Flight Club declined.

In 2021, the effects of the pandemic started to subside and travel in general started to recover, with the industry growing by 24.7%, according to WTTC.

Advertising clients who had previously paused or canceled placements with us began to resume their spending and airlines began adding flights and routes back, increasing inventory.

With the returning demand for travel, the need for flight alert services also resumed.

Consumer demand in many ways outpaced the readiness of airlines, hotels and restaurants, which had reduced staff to save costs in response to the pandemic.

This, in some cases, resulted in an under-supply, causing airline and hotel room prices to increase.

In 2021, we also started to see the way that the pandemic impacted the economies of various countries, resulting in many cases in significant inflation and decreases in discretionary spending by consumers

While some of these trends continued into 2022, as airlines, hotels and restaurants returned to normal operations, we have seen an increase in supply, resulting in many of our partners working with us again to provide exclusive offers for our members.

According to the World Trade & Tourism Council (WTTC), the global Travel & Tourism industry produ ced $5.8 trillion in value for the total global economy in 2021 c ompared to $4.7 trillion in 2020.

The global economy from travel and tourism is set to grow on average by 5.8% annually between 2022 and 2032 based on WTTC's August 2022 report.

In 2022, however, we also continued to see increases in the airfare prices, which according to the Bureau of Labor Statistics’ Consumer Price Index data, hit an all-time high in May 2022.

Our mission is to provide our audience with the highest quality information about the best travel, entertainment and local offers.

Our revenues are generated from advertising and subscription fees.

According to Zenith Media's forecast in June 2022, global advertising expenditure will continue its recovery from the 2020 pandemic with 8% growth in 2022, after 15.6% growth in 2021.

Zenith forecasted that global ad spend will increased by $58 billion to $781 billion in 2022 from $723 billion in 2021.

Based upon this outlook for the travel industry, we believe that we are well positioned with our operations in Europe and North America to capture high quality travel and entertainment offers for our members.

With increasing air fares, we believe that our Jack’s Flight Club subscription flight alert service will be more relevant than ever.

In 2022, the industry continued its rebound, growing by 22% to $7.7 trillion, according to WTTC.

As supply and capacity resumed for airlines and hotels, and restaurants returned to normal operations, we experienced increased supply, with many of our partners working with us again to provide exclusive offers for our members.

In 2023, the WTTC anticipates that, despite geo-political disruptions, the global Travel & Tourism industry continued its recovery, growing 23.3% over 2022 and achieving a value of $9.5 trillion, only five percent below the industry’s pre-pandemic peak.

The WTTC forecasts that the global value of travel & tourism will grow by over 50% in the coming decade, expanding the industry’s value, contribution to GDP and employment.

Our mission, as the club for travel enthusiasts, is to provide our members with the highest quality information about the best travel, entertainment and local offers.

Based upon this outlook for the travel industry, we believe we are well positioned to continue pursuing our mission and growing our business.

Digital Advertising

Digital advertising, a notable market in which we operate, has been growing continuously.

According to Zenith Media, digital advertising is expected to account for 62% of global advertising spending in 2022 and 65% by 2024.

In addition, according to the Kelsey Group's (BIA/Kelsey) new U.S.

Local Media Forecast in November 2022, BIA/Kelsey estimates total local advertising spending to be $166 billion in 2023, indicating a 4.8% increase over year-over-year.

Although traditional media outlets such as newspapers, television and radio continue to be another medium for travel, entertainment and local businesses to advertise offers, the percentage spent on advertising in these traditional media outlets has been decreasing.

We believe that several factors are causing and will continue to cause travel, entertainment and local businesses to focus a majority of their spending on the digital advertising of offers:

The Internet Is Consumers' Preferred Information Source .

Market research shows that the Internet is consumers' preferred information source for travel.

Benefits of Internet Advertising vs.

Print, TV and Radio Advertising.

Internet advertising provides advertisers advantages compared to traditional advertising.

These advantages include real-time listings, real-time updates, and performance tracking.

The Internet also allows advertisers to advertise their sales and specials in a fast, flexible, and cost-effective manner.

Suppliers Selling Directly.

We believe that many travel suppliers prefer to sell directly to consumers through suppliers' websites versus selling through travel agents.

Reach to Consumers.

With a majority of consumers transacting on their computers, tablets and phones on a daily basis, we believe digital advertising is the best way for businesses to quickly provide relevant information and enter into a consumer’s decision set.

We believe that travel, entertainment and local businesses often face the challenge of being able to effectively and quickly market and sell their excess inventory (i.e.

airline seats, hotel rooms, cruise cabins, theater seats, spa appointments or restaurant seats that are likely to be unfilled) and therefore need a fast, flexible, and cost-effective solution for marketing excess inventory.

The solution must be fast, because such travel-related services are a quickly expiring commodity.

Digital advertising, the primary means by which we operate, has been growing continuously.

According to Zenith, online advertising continues to lead as the fastest growing category of advertising and is expected to account for 59%, or approximately $550 billion, of global advertising spending in 2024.

In addition, according to the Kelsey Group's (BIA/Kelsey) U.S.

Local Advertising Forecast in March 2024, local advertising spending will reach $172 billion in 2024.

Although traditional media outlets such as print (magazines and newspapers), television and radio continue to be another medium for travel, entertainment and local providers to advertise offers, the percentage spent on advertising in these traditional media outlets has been decreasing.

We believe that several factors are motivating and will continue to motivate travel, entertainment and local providers to focus a majority of their spending on the digital advertising of offers:

• Digital Media Is Consumers' Preferred Information Source .

Market research shows that digital media formats are consumers' preferred information source for travel.

• Broad and Timely Audience Reach.

With a majority of consumers researching, shopping and transacting on their mobile devices, tablets and computers on a daily basis, we believe digital advertising is the most effective way for businesses to quickly provide relevant information and enter into a consumer’s decision set.

• Other Benefits of Digital Advertising.

Other benefits to advertisers of digital compared to traditional media include more precise audience targeting, real-time listings, real-time updates and performance tracking.

Digital media also allows advertisers to advertise their sales and specials in a fast, flexible, and cost-effective manner.

We believe that travel, entertainment and local businesses often face the challenge of being able to quickly and effectively market and sell their excess inventory (i.e., airline seats, hotel rooms, cruise cabins, theater seats, spa appointments or restaurant seats that are likely to be unfilled) and, therefore, need a fast, flexible, and cost-effective solution for marketing

excess inventory.

The solution must be fast because such travel-related services (e.g., flash sales, mistake fares or rates, etc.) are a quickly expiring commodity.

The solution must be flexible because the demand for excess inventory is difficult to forecast.

The marketing must be cost-effective because excess inventory is often sold at highly discounted prices, which lowers margins.

It is also integral that advertisements for excess inventory and travel offers be timely and able to convey information (such as mistake fares or rates, flash sales, etc.) to a large number of consumers quickly.

We believe that newspaper, TV and radio advertising, with respect to advertising excess inventory, suffers from a number of limitations which do not apply to digital advertising and media:

• typically, ads must be submitted 2 to 5 days prior to the publication or airing date, which makes it difficult to advertise last-minute inventory;

• once an ad is published, it cannot be updated or deleted when an offer is sold out;

• once an ad is published, the company cannot change a price or offer;

• in many markets, the small number of newspapers, television companies, radio stations and other print media reduces competition, resulting in high rates for traditional advertising;

• offline advertising does not allow for detailed performance tracking;

• creative content can be very expensive to develop;

In contrast, we believe that traditional media formats (print, TV and radio advertising) suffer from a number of limitations with respect to advertising excess inventory, which do not apply to digital advertising and media:

• Advance commitments and scheduling are typically required prior to publication or airing dates, making it difficult to advertise last-minute inventory;

• Ads often cannot be updated (e.g., change price or offer) once published, or deleted when an offer is sold out;

• A small number of traditional media outlets can reduce competition in many markets, resulting in relatively high rates for traditional advertising;

• Detailed performance tracking is often not available for offline advertising in a manner that enables optimization;

• Creative content can be expensive to develop;

• Delivery of traditional media can be slow , with limited touchpoints to a consumer.

We believe the core Travelzoo business is well positioned to continue to assist travel partners with advertising their excess inventory, in a way that traditional newspaper, TV and radio advertising cannot, particularly as the demand for travel readjusts to normal levels post-pandemic.

We believe Travelzoo is well-positioned to continue assisting travel partners with advertising their excess inventory, in ways that traditional print, TV and radio advertising cannot, particularly as the demand for travel returns to pre-pandemic levels.

Subscription Services and the Metaverse

Since its inception, Travelzoo has provided free subscription services to its members.

With free subscription services to consumers, revenue is generated from advertising fees and commissions.

Upon the acquisition of Jack’s Flight Club, we entered the market for paid subscription services and added an additional revenue stream to our business.

According to Juniper Research, which collects data from 27 countries, the collected global subscription economy in 2021 was at $224 billion dollars and was expected to grow to $275 billion in 2022.

Although physical goods are estimated to represent 45% of the subscription market, digital services, will be a major revenue stream, representing 39% of the global subscription market.

Additionally, a new and potentially large market in which we are starting to operate is that of the Metaverse and specifically, Metaverse travel experiences.

According to a report published by ReportLinker in February 2022, the U.S.

Metaverse market in 2021 was estimated at approximately $58.5 billion, which accounted for 41% of global market share.

In 2022, the Metaverse market size in terms of revenue was estimated to be $61.8 billion and is anticipated to rise to $426.9 billion by 2027.

We believe that our development of a new paid subscription service for Metaverse travel experiences will enable us to be a first-mover in this fast-growing space.

Our acquisition of MTE, a business focused on scouting creators of Metaverse experiences, will allow us to build a collection of high quality, exclusive experiences for members.

Historically, Travelzoo has provided free membership for consumers, while generating revenue from advertising fees and commissions.

Upon the acquisition of 60% of Jack’s Flight Club in 2020, we entered the market for paid subscription services, adding another revenue stream to our business.

Beginning in 2024, new Travelzoo members are charged an annual fee of $40 (or similar amount in their local currency), with the 2024 annual fee waived for existing members as of December 31, 2023.

We cannot yet predict trends in consumer adoption of paid membership for Travelzoo, although we do not anticipate it will contribute materially to our financial results in 2024.

We are currently developing various marketing and advertising strategies to acquire new paying members and convert existing free members.

In 2023 we launched Travelzoo META, a paid membership service, to extend the range of travel, entertainment and local experiences we offer to consumers to the Metaverse.

According to Precedence Research, the U.S.

Metaverse market in 2023 was estimated at approximately $34.2 billion of revenue, which accounted for 37% of global market share.

The market is anticipated to grow rapidly, at a compound annual growth rate of 44% over the next five years.

The Metaverse offers experiences that can be immersive and provide social features, enabling consumers to virtually travel geographically and through space and time.

Travelzoo META opened for founding membership in May, 2023, and is exploring options to further develop its service and offerings, including leveraging the capabilities of MTE, which we acquired in December, 2022.

We believe developing a service for Metaverse travel experiences will enable us to be a first-mover in this fast-growing space.

Our Products and Services

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Travelzoo website Website available in the U.S., Canada, France, Germany, Spain, and the U.K., as well as via licensees in Australia and Japan, listing thousands of outstanding offers from more than 5,000 travel, entertainment and local businesses

24/7 5.4 million to 6.6 million unique visitors per month Broad reach, sustained exposure, targeted placements by destination and travel segment 24/7 access to offers, ability to search and browse by destination or keyword

24/7 over 6 million unique visitors per month Broad reach, sustained exposure, targeted placements by destination and travel segment 24/7 access to offers, ability to search and browse by destination or keyword

Travelzoo Top 20 Popular email newsletter listing 20 of the week's most outstanding offers Weekly 27.0 million members Mass “push” advertising vehicle to quickly stimulate incremental travel and entertainment purchases Weekly access to 20 outstanding, handpicked offers chosen by our internal deal experts from among thousands

Standalone Travelzoo emails

Regionally targeted email newsletter service, usually with a single newsworthy travel and entertainment offer, which can include Local Deals and Getaways offers As needed 25.7 million members Regional targeting, 100% share of voice for advertiser, flexible publication schedule Breaking news offers delivered just-in-time

Standalone emails Regionally targeted email newsletter service, usually with a single newsworthy travel and entertainment offer, which can include Local Deals and Getaways offers

As needed 27.0 million members Regional targeting, 100% share of voice for advertiser, flexible publication schedule Daily travel and local offers and ideas

Travelzoo Network A network of third-party websites that list outstanding offers published by Travelzoo 24/7 Over 400 third-party websites Drives qualified users with substantial distribution beyond the Travelzoo audience Contextually relevant travel offers that have been handpicked and professionally reviewed by our internal experts

Travelzoo mobile applications iPhone and Android applications that allow users to discover the best travel, entertainment and local offers On-demand 7.4 million downloads Allows travel, entertainment and local offers advertisers to reach our audience that is on the go 24/7 access to travel, entertainment and local offers for consumers that are on the go

Jack's Flight Club website Website available in the U.S, UK, Germany, Netherlands, Luxembourg, Norway, Sweden, Denmark, Belgium, listing up to date cheap airfares to paying members 24/7 316,000 visitors per month N/A 24/7 access to alerts, travel advice and guides.

Travelzoo mobile applications iOS and Android applications that allow users to discover the best travel, entertainment and local offers On-demand 7.5 million downloads Allows travel, entertainment and local offers advertisers to reach our audience that is on the go 24/7 access to travel, entertainment and local offers for consumers that are on the go

Jack's Flight Club website Website available in the U.S, U.K., Germany, Netherlands, Luxembourg, Norway, Sweden, Denmark, Belgium, listing up to date exceptional airfares to paying members 24/7 316,000 visitors per month N/A 24/7 access to alerts, travel advice and guides.

Ability to change user settings

Jack's Flight Club mobile application App available in the U.S, UK, Germany, Netherlands, Luxembourg, Norway, Sweden, Denmark, Belgium, listing up to date cheap airfares to paying members 1–12 per week depending on membership level and region 155,000 sessions a month.

Jack's Flight Club mobile application App available in the U.S, U.K., Germany, Netherlands, Luxembourg, Norway, Sweden, Denmark, Belgium, listing up to date exceptional airfares to paying members 1–12 per week depending on membership level and region 155,000 sessions per month.

N/A Timely alerts and push notifications of new alerts, 24/7 access to alerts, ability to change user settings and select departure airport

Jack's Flight Club newsletters Regionally targeted newsletter alerting of outstanding cheap airfares and including articles about travel destinations and other newsworthy travel content.

Newsletter includes paid and unpaid subscribers 1–12 per week depending on membership level and region 3 million emails a week to 1.9 million subscribers N/A Breaking news offers and travel advice

Newsletter includes paid and unpaid subscribers 1–12 per week depending on membership level and region 3 million emails per week to 2.4 million subscribers N/A Breaking news flight offers and travel advice

* For the Travelzoo website, reach information is based on data from Google Analytics.

For Top 20, standalone Travelzoo e mails, Local Deals and Getaway, Travelzoo Network and Travelzoo mobile applications, reach/usage information is based on internal Travelzoo statistics as of December 31, 2022.

For Top 20, Standalone e mails ( which can include Local Deals and Getaways), Travelzoo Network and Travelzoo mobile applications, reach/usage information is based on internal Travelzoo statistics as of December 31, 2023.

For Jack’s Flight Club , reach/usage information is based on data from Google Analytics and internal Jack’s Flight Club statistics as of December 31, 2023.

We attract a high-quality audience of travel and leisure enthusiasts across multiple digital platforms, including email, web, social media and mobile applications.

We inform our audience about travel, entertainment and local offers available at over 5,000 companies.

Our offers and email newsletters are published by Travelzoo and its licensees worldwide.

Travelzoo ’s website is visited by 5 .4 million to 6.6 million unique visitors each month.

We reach an audience of millions of Internet users each month via the Travelzoo Network, a network of websites that syndicate our deal content, including CNN and The Chicago Tribune.

We have over 4.0 million followers on Facebook and Twitter.

Our mobile applications have been downloaded 7.4 million times.

With over 30 million members worldwide, we attract a high-quality audience of travel enthusiasts.

According to a U.S.

member survey we conducted in October 2023, over 84% of respondents planned to take 2+ domestic trips in the coming year, 64% had a valid passport (compared to 45% of the overall US population) and 91% were open to new destinations and travel ideas.

We inform our audience about compelling offers sourced from over 5,000 providers worldwide.

These offers are published by Travelzoo and its licensees in multiple languages across multiple digital channels and platforms, including email, websites, social media and mobile applications .

We publish offers on Travelzoo- and Jack’s Flight Club- branded digital properties, as well as on third-party media properties via the Travelzoo Network, across which we syndicate our offer content.

Benefits to Travel, Entertainment and Local Businesses

Our advertisers benefit from accessing our large high-quality audience.

Due to the nature of our content, we attract an older, wealthier demographic who have a strong interest in travel and leisure.

With Jack's Flight Club, we have started to attract a slightly younger demographic.

Key features of our solution for travel and entertainment companies include:

• Real-Time Listings of Special Offers.

Our technology allows travel and entertainment companies and local businesses to advertise special offers on a real-time basis.

• Real-Time Updates.

Our technology allows travel and entertainment companies to update their listings on a real-time basis.

Through the quality of our offer content and longstanding trust established in our brand, we attract an active and engaged audience of enthusiasts who our advertisers benefit from accessing.

Key features of our services for advertisers include:

• Real-Time Offer Listings and Updates.

Our services enable clients to advertise special offers on a real-time basis and update offers as their supply and demand conditions change.

• Real-Time Performance Reports.

We provide travel and entertainment companies with real-time tracking of the performance of their advertising campaigns.

Our solution enables travel and entertainment companies to optimize their campaigns by removing or updating unsuccessful listings and further promote successful listings.

• Access to Millions of Consumers and Access to Local Consumers for Local Businesses.

We provide travel and entertainment companies fast access to over 30 million travel shoppers.

Travelzoo members submit their zip code to Travelzoo when they join Travelzoo.

As a result, we are able to send Local Deals to members who live or work near the local businesses.

We provide clients with real-time tracking of the performance of their advertising campaigns, helping them to optimize their spend, by removing or updating unsuccessful listings and further promoting successful listings.

• Global Reach.

We offer access to Internet users across the globe.

We offer clients access to our large membership base of over 30 million consumers across the globe.

• Audience Targeting.

As members submit their zip codes upon joining Travelzoo services, we are able to present offers to specific audiences that advertisers may perceive as geographically desirable, as well as presenting our Local Deals to members who live or work near those local businesses.

Benefits to Consumers

Travelzoo provides consumers information on current offers at no cost to the consumer.

Travelzoo m embership provides consumers with a valuable array of benefits that we believe distinguish our products and services from other providers and engender strong brand equity and loyalty.

Key features of our products and services include:

• Aggregation of Special Offers from Many Companies.

The Travelzoo website and our Travelzoo Top 20 email newsletters aggregate information on current offers specially negotiated by our Travelzoo experts for Travelzoo members from more than 5,000 travel, entertainment and local businesses.

This saves the consumer time when searching for travel, entertainment and local deals, sales and specials.

It also gives the consumer piece of mind that the offers provided by Travelzoo are best-in-market.

• Curation of Carefully Selected Offers From Extensive Array of Providers.

Through our multiple digital products and services, Travelzoo alerts our members to current offers carefully selected by our deal experts from more than 5,000 travel, entertainment and local providers.

This saves consumers time when searching for deals, sales and specials.

• Best-in-Market Offers.

Travelzoo experts research, negotiate and ensure that offers advertised through Travelzoo meet our high standards for quality and value, giving members peace of mind that they are best-in-market.

Leveraging our scale, operating history and strong relationships, we believe the offers we source are generally superior to opportunities members may otherwise access individually or through other providers.

• Current Information.

Compared to newspaper, TV or radio advertisements, we provide consumers more current information, since our technology enables travel, entertainment and local businesses to update their listings on a real-time basis.

Compared to print, TV or radio advertisements, we provide consumers more current information, since our technology enables suppliers to update their listings on a real-time basis.

• Reliable Information.

We operate a Test Booking Center to check the availability of travel, entertainment and local deals before publishing.

• Best-in-Market Offers.

Travelzoo employees are trained to research and ensure that any offer advertised through Travelzoo on any of Travelzoo’s products is the best offer currently in the market.

Travelzoo will only run offers and advertisements that meet its high standards for quality.

Jack’s Flight Club has a free subscription tier, which provides members with 1-2 airfare alerts per week.

Jack’s Flight Club premium, which has quarterly, semi-annual and annual tiers, provides members with four times the airfare alerts per week, plus mistake fares and other exclusive travel content.

The Jack’s Flight Club flight alert newsletters are not sponsored by third parties and Jack’s Flight Club does not receive any commissions or payments for any content within the flight alert newsletters.

The flight alert newsletters provide consumers with the best airfares for their chosen departure airports, found by an expert team of flight finders utilizing technology to search thousands of data points each day.

Jack’s Flight Club will only send flight alerts for cheap airfares that meet certain quality standards.

Jack’s Flight Club’s The Detour newsletter is provided to free and premium members and provides advertisers with the option to sponsor the newsletter for a fee or pay for placement in the sponsorship section of the newsletter.

The Detour provides interesting travel news and content with relevant advertisements from travel partners and advertisers and is an added perk of a Jack’s Flight Club membership.

We operate a Test Booking Center to check the availability of travel, entertainment and local deals before publishing offers to our members.

• Dedicated Member Service.

Travelzoo provides members with dedicated member service which we manage, through telephone and email.

Our dedicated service team enriches our value proposition for members and reinforces a positive brand association for Travelzoo and our advertiser clients.

Jack’s Flight Club’s flight alert newsletters provide members with the best airfares for their chosen departure airports, as sourced by our expert team of flight finders, utilizing technology to search thousands of data points each day and meeting our rigorous quality standards.

To maintain their independence, flight alert newsletters are not sponsored by third parties and Jack’s Flight Club does not receive any commissions or payments for content published within the newsletters.

Growth Strategy

Our growth strategy relies on building a travel and lifestyle brand with a large, high-quality user base and offering our users products that keep pace with consumer preferences and technology.

• Building a travel and lifestyle brand with a large, high-quality user base.

We believe that it is essential to establish a strong brand with a large, high-quality user base within the travel, entertainment and local industries we serve.

We currently utilize online marketing and direct marketing to promote our brand to consumers.

We utilize sponsorships at industry conferences and public relations to promote our brand.

We believe that high-quality content attracts a high-quality user base.

• Offering products that keep pace with consumer preference and technology.

We believe it is important to grow engagement of our user base, by offering products that deliver high-quality offers with exceptional value and expanding our product offering over time to address frequent travel and leisure need.

This includes the acquisition of Jack's Flight Club and the creation of Travelzoo META.

As of December 31, 2022, our advertiser base included more than 5,000 travel, entertainment and local businesses, including airlines, hotels, cruise lines, vacations packagers, tour operators, destinations, car rental companies, travel agents, theater and performing arts groups, restaurants, spas, and activity companies.

Our growth strategy is predicated on building our trusted travel, entertainment and local brands;

increasing the value of our membership base and their engagement with our content;

enticing advertisers to provide more exclusive and compelling offers for us to publish, and innovating with new experiences and revenue streams.

• Building Our Trusted Brands.

We believe that trust is an essential cornerstone to our brand and has been central to the growth and retention of our membership base over the past twenty-five years.

We have built our reputation over time through publishing high-quality content featuring carefully curated offers which members value, and supporting member purchases with excellent service.

As travel and entertainment can be complex and highly-considered purchases, we believe that satisfaction is essential to every interaction or transaction our members have with us, and that our brand and reputation support our future growth.

• Increasing the Value and Engagement of Our Membership Base.

While media brands often purport relevance and sell advertising placements based on audience size, we believe that advertisers increasingly value the quality of the audiences accessed, as measured by their responsiveness and ultimate purchase behaviors with advertisers’ offers.

We continue to strategically evolve our member acquisition strategies in terms of membership features and marketing campaigns, to increase the value of our membership base for our advertiser clients.

• Sourcing More Exclusive and Compelling Offers From Advertisers .

Growing our business entails an ongoing confluence of enhancing audience value with expanding the array and improving the value of offers we source from advertiser clients.

We have an experienced salesforce that sources and services advertising clients, including through direct outreach and presence at industry conferences.

We also maintain an active public relations effort, to drive awareness and promote our brand with trade organizations, other industry participants, consumers and advertisers.

• Innovating With New Experiences and Revenue Streams.

In addition to enhancing and growing our established businesses and revenue streams, we seek to leverage our core competencies to innovate and expand our offerings and market opportunities.

To date, this has included the acquisition of Jack's Flight Club in 2020, through which we added a subscription revenue stream, and the launch of Travelzoo META in 2023, which seeks to extend the range of travel and entertainment experiences we offer to the emerging Metaverse.

In December 2023, we announced that Travelzoo membership, which had historically been free, would carry an annual fee beginning on January 1, 2024, provided the 2024 fee is waived for existing members as of December 31, 2023.

As we transition our membership model, we are exploring various strategies to enhance value for our members, advertisers and business.

As of December 31, 2023, our advertiser base included more than 5,000 travel, entertainment and local providers, including airlines, hotels, cruise lines, vacations packagers, tour operators, destinations, car rental companies, travel agents, theater and performing arts groups, restaurants, spas, and activity companies.

Some of our advertisers are:

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Entertainment Benefits Group KLM Royal Dutch Airlines

Exoticca Shutterfly

Fairmont Mayakoba Silversea Cruises

Fiji Airways Stunning Tours

Gate 1 Travel Superchina Holidays

Globus Family of Brands Tourism Ireland

Holland America Line Travel Discounters

Exoticca Myrtle Beach Area Conventions & Visitors Bureau

Fairmont Mayakoba Stunning Tours

Fiji Airways Swan Hellenic

Gate 1 Travel Tourism Ireland

Globus Family of Brands Travel Discounters

Holland America Line TraveloDeals

Icelandair (US) Vacation Express USA Corp

Imagine Cruising Wingbuddy.com

As discussed in Note 12 to the accompanying consolidated financial statements, we did not have any advertisers that accounted for 10% or more of our total revenues during the years ended December 31, 2022 and 2021.

The agreements with certain advertisers are in the form of multiple insertion orders and merchant agreements from groups of entities under common control.

In 2022, Travelzoo North America operations were 67% of revenues, Travelzoo Europe operations were 28% of revenues and Jack’s Flight Club operations were 5% of revenues.

See Note 12 to the accompanying consolidated financial statements.

As discussed in Note 12 – Segment Reporting and Significant Customer Information to the accompanying consolidated financial statements included in Part II, Item 8 of this report and incorporated herein by refer ence, we did not have any advertisers that accounted for 10% or more of our total revenues during the years ended December 31, 2023 and 2022.

Our agreements with certain advertisers are in the form of multiple insertion orders and merchant agreements from groups of entities under common control.

Sales and Marketing

As of December 31, 2022, our advertising sales force and sales support staff consisted of 77 employees worldwide.

We currently utilize online marketing and direct marketing to promote our brand to consumers.

In addition, we utilize an online marketing program to acquire new members for our email publications.

We believe that we build brand awareness by product excellence that is promoted by word-of-mouth.

We utilize sponsorships at industry conferences and public relations to promote our brands.

We have designed our technology to serve a large volume of Web traffic and send a large volume of emails in an efficient and scalable manner.

Travelzoo's production servers are hosted by Microsoft Azure, a cloud base computing service operated by Microsoft.

As of December 31, 2023, our advertising salesforce and sales support staff consisted of 68 employees worldwide.

To maintain and expand relationships with partners and suppliers, we attend and sponsor industry conferences and live events, meet with existing and future prospects virtually and in person, and employ public relations to create visibility for our brand.

To promote membership to consumers, we primarily utilize digital marketing efforts.

We also source members organically, by word-of-mouth and through our reputation for quality and value.

We have designed our technology infrastructure to send a large volume of emails, serve a large volume of web traffic and track activity in an efficient and scalable manner.

Travelzoo's production servers are hosted by Microsoft Azure, a cloud-based computing service operated by Microsoft.

Microsoft Azure's data center facilities and services include robust high availability, reliability and scalability features.

We believe our arrangements with Microsoft Azure will allow us to grow without being limited by our own physical and technological capacity.

Because of the design of our websites, our users are not required to download or upload large files from or to our websites, which allows us to continue increasing the number of our visitors and page views without adversely affecting our performance or requiring us to make significant additional capital expenditures.

Because of the design of our websites, our users are not required to download or upload large files from or to our websites, which allows us to continue increasing the number of our visitors and pageviews without adversely affecting our performance or requiring us to make significant additional capital expenditures.

Intellectual Property

We rely on trade secret, trademark and copyright law, confidentiality agreements, and technical measures to protect our intellectual property rights.

With respect to our trademarks, we maintain a portfolio of perpetual common law and federally registered trademark rights across several brands and domains relating to our business units, products, services and solutions.

We claim copyright protection in our original content that is published on our websites and included in our marketing materials.

Regulatory Matters

Our business is subject to a significant number of federal, state, local and international laws, rules and regulations applicable to online or digital advertising and commercial email marketing.

We are also subject to laws, rules, and regulations regarding data collection, privacy and data security, intellectual property ownership and infringement, sweepstakes and promotions and taxation, among others.

We own and operate consumer-facing websites in the various regions in which we operate and are subject to the laws, rules, and regulations of those countries as they impact our operations.

These laws, rules, and regulations, which generally are designed to regulate and prevent deceptive practices in advertising and online marketing protect individual privacy rights and prevent the misuse and unauthorized disclosure of personal information, are complex, change frequently and have tended to become more stringent over time.

In addition, the application and interpretation of these laws, rules, and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate.

As of December 31, 2023, we had 223 employees.

None of our employees are represented under collective bargaining agreements.

Non e of our employees are represented under collective bargaining agreements.

We consider our relations with our employees to be good.

Internet Access to Other Information

Access to Other Information

We make available free of charge, on or through our Investor Relations website (ir.travelzoo.com), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business