Travelzoo® (including its subsidiaries and affiliates, the “Company” or “we”), the club for travel enthusiasts, is a global Internet media company.
−Removed: Travelzoo provides its 30 million members with exclusive offers and one-of-a-kind experiences personally reviewed by our deal experts around the globe.
−Removed: We have our finger on the pulse of outstanding travel, entertainment and local experiences.
−Removed: We work in partnership with more tha n 5,000 top travel suppliers—our long-standing relationships give Travelzoo members access to irresistible offers.
+Added: We reach 30 million travelers.
+Added: Club Members, who pay a membership fee, receive Club Offers personally reviewed by our deal experts around the globe.
+Added: We work in partnership with thousands of top travel suppliers—our long-standing relationships give us 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 visit ed by over 6 million unique visitors monthly.
−Removed: 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.
+Added: We have over 5 million social media followers on Facebook, Instagram, X and WeChat and, to date, our iOS and An droid mobile applications have been downloaded 7.8 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® .
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Jack's Flight Club is a subscription service that provides members with information about exceptional airfares.
−Removed: As of December 31, 2023, we had 31.1 million members worldwide, up from 30.4 million as of December 31, 2022.
−Removed: In North America, Travelzoo had 16.2 million unduplicated members as of December 31, 2023, consistent with December 31, 2022.
−Removed: In Europe, Travelzoo had 9.2 million unduplicated members as of December 31, 2023, up from 9.0 million as of December 31, 2022.
−Removed: Jack’s Flight Club had 2.4 million subscribers as of December 31, 2023, up from 1.9 million as of December 31, 2022.
−Removed: 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.
−Removed: We generate revenues from the Travelzoo brand and business primarily from advertising fees from two categories of revenue:
−Removed: Travel and Local.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: For Getaways vouchers, we recognize a percentage of the face value of the vouchers upon sale, net of an allowance for future refunds.
−Removed: 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.
−Removed: Jack’s Flight Club revenue is generated from paid subscriptions by members.
−Removed: Subscription options are quarterly, semi-annually, and annually.
−Removed: We recognize revenues monthly pro rata over the respective subscription period.
−Removed: 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.
−Removed: For any subscription revenue derived from paid memberships, we recognize revenue monthly pro rata over the subscription periods.
+Added: Thousands of travel and local providers use o ur advertising and marketing services, including Exoticca, Inspiring Vacations, Prestige Travel+Cruise, TraveloDeals, Globus Family of Brands, Tripmasters Inc., Destination Weddings Travel Group, Holland America Line, TripToGo, Gate 1 Travel, Visit Santa Barbara, Online Vacation Center, Princess Cruises, Travel Discounters, Vacation Express, Fiji Airways, Virgin Voyages, Wingbuddy.com, Rocky Mountaineer Vacations, Transat Tours Canada Inc.
+Added: and WestJet Airlines.
+Added: The Company generates revenue from advertising, membership fees, and other sources.
+Added: Advertising revenue consists primarily of (a) advertising fees paid by travel companies for the publishing of their offers on Travelzoo’s media properties, (b) commission generated from the sale of Getaways vouchers and bookings on our hotel platform, and (c) publishing fees from high-quality local businesses, sale of Local Deals vouchers and entertainment offers.
+Added: We typically recognize advertising revenues upon delivery of emails or clicks, as tracked by our internal platform or third-party platforms.
+Added: We recognize revenue upon the sale of vouchers, upon notification of the amount of direct bookings or upon delivery of emails.
+Added: We recognize a percentage of the face value of vouchers upon the sale of the vouchers, net of an allowance for refunds.
+Added: Membership fee revenue consists of subscription fees paid by Travelzoo, Jack's Flight Club, and Travelzoo META members.
+Added: Travelzoo® membership has historically been free, however, on January 1, 2024, Travelzoo introduced an annual membership fee of $40 (or local equivalent) for new members in the United States, Canada, United Kingdom and Germany, with the 2024 annual fee waived for existing members as of December 31, 2023.
+Added: Jack’s Flight Club subscription options are quarterly, semi-annually, and annually.
+Added: We recognize subscription revenues ratably over the respective subscription periods.
+Added: For Travelzoo META, a founding membership was launched in 2023 following a test-and-learn strategy.
+Added: Other revenue consists of licensing fees from license agreements, as well as the retail business originally operated by Metaverse Travel Experiences, LLC ("MTE") and acquired and maintained by the Company following the acquisition of MTE.
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.
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Under the licensing agreements, Travelzoo's existing members in the applicable territories continue to be owned by the Company.
−Removed: 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.
−Removed: 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.
−Removed: On December 30, 2022, we acquired Metaverse Travel Experiences, Inc., now Metaverse Travel Experiences, LLC, to support Travelzoo META in sourcing prospective travel experiences .
−Removed: 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.
−Removed: In connection with the acquisition of MTE, formerly a wholly-owned subsidiary of Azzurro Capital Inc.
−Removed: ("Azzurro"), the Company completed a private placement of newly issued shares with Azzurro.
−Removed: Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The consideration for the Shares consisted of the following:
−Removed: (a) $1.0 million in cash paid on the Closing Date;
−Removed: (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;
−Removed: 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.
−Removed: 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.
−Removed: 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:
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For the year ended December 31, 2024, 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.
−Removed: In 2020, the Company classified the results of its Asia Pacific segment as discontinued operations in its consolidated financial statements for all periods presented.
−Removed: 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.
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Azzurro is the Company’s largest shareholder and, as of December 31, 2024, holds approximately 37.5% of the Company's outstanding shares.
−Removed: 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 .
+Added: Holger Bartel, the Company's Global CEO, is Ralph Bartel's brother and separately holds less than 1% of the Company's outstanding shares as of December 31, 2024 .
Travelzoo is listed on the NASDAQ Global Select Market under the symbol “TZOO.”
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: Additionally, there were significant levels of cancellations for the Company's hotel partners and travel package partners and refund requests for our vouchers.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: With the returning demand for travel, the need for flight alert services also resumed.
−Removed: 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.
−Removed: This, in some cases, resulted in an under-supply, causing airline and hotel room prices to increase.
−Removed: In 2022, the industry continued its rebound, growing by 22% to $7.7 trillion, according to WTTC.
−Removed: 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.
−Removed: 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.
+Added: According to the World Travel & Tourism Council (WTTC), the global Travel & Tourism industry grew 13% in 2023 to reach more than $1 trillion, with a return to pre-pandemic levels anticipated by 2025.
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.
+Added: The United States was revealed as the world’s most powerful Travel & Tourism market, with Germany, the United Kingdom and France in the third, fifth and sixth spots, respectively.
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.
−Removed: Based upon this outlook for the travel industry, we believe we are well positioned to continue pursuing our mission and growing our business.
+Added: Based upon this outlook for the travel industry, and our presence in the United States, Germany, the United Kingdom and France, we believe we are well positioned to continue pursuing our mission and growing our business.
Digital Advertising
Digital advertising, the primary means by which we operate, has been growing continuously.
−Removed: 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.
−Removed: In addition, according to the Kelsey Group's (BIA/Kelsey) U.S.
−Removed: Local Advertising Forecast in March 2024, local advertising spending will reach $172 billion in 2024.
+Added: 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, with continued growth in 2025.
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.
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Digital media also allows advertisers to advertise their sales and specials in a fast, flexible, and cost-effective manner.
−Removed: 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
−Removed: excess inventory.
+Added: 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.
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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.
−Removed: 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.
−Removed: We are currently developing various marketing and advertising strategies to acquire new paying members and convert existing free members.
−Removed: 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.
+Added: We cannot yet predict trends in consumer adoption of paid membership for Travelzoo, although as anticipated, because of the waiver of the fee for existing members, it did not yet contribute materially to our financial results in 2024.
+Added: We are scaling and diversifying our marketing and advertising strategies to acquire new paying members and convert existing free members.
+Added: In 2023 we launched Travelzoo META to extend the range of travel, entertainment and local experiences we offer to consumers to the Metaverse.
According to Precedence Research, the U.S.
−Removed: Metaverse market in 2023 was estimated at approximately $34.2 billion of revenue, which accounted for 37% of global market share.
−Removed: The market is anticipated to grow rapidly, at a compound annual growth rate of 44% over the next five years.
+Added: Metaverse market in 2025 is estimated at approximately $32.7 billion of revenue.
+Added: The market is anticipated to grow rapidly and is forecasted to reach $395.15 billion by 2034.
The Metaverse offers experiences that can be immersive and provide social features, enabling consumers to virtually travel geographically and through space and time.
−Removed: 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.
+Added: Travelzoo META 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.
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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
−Removed: 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
+Added: Travelzoo Newsletters Including the Travelzoo Top 20 and Standalone emails
+Added: 27.0 million travelers
+Added: Travelzoo Top 20 Popular email newsletter listing 20 of the week's most outstanding offers Weekly 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 emails Regionally targeted email newsletter service, usually with a single newsworthy travel and entertainment offer, which can include Local Deals and Getaways offers
−Removed: As needed 27.0 million members Regional targeting, 100% share of voice for advertiser, flexible publication schedule Daily travel and local offers and ideas
+Added: As needed 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
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Ability to change user settings
−Removed: 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.
−Removed: N/A Timely alerts and push notifications of new alerts, 24/7 access to alerts, ability to change user settings and select departure airport
+Added: 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 208,083 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.
−Removed: 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
−Removed: * For the Travelzoo website, reach information is based on data from Google Analytics.
−Removed: 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.
+Added: Newsletter includes paid and unpaid subscribers 1–12 per week depending on membership level and region 2.5 million emails per week N/A Breaking news flight offers and travel advice
+Added: * For Travelzoo website, 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, 2024.
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, 2024.
−Removed: With over 30 million members worldwide, we attract a high-quality audience of travel enthusiasts.
−Removed: According to a U.S.
−Removed: 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.
+Added: With reach of 30 million travelers worldwide, we attract a high-quality audience of travel enthusiasts.
We inform our audience about compelling offers sourced from over 5,000 providers worldwide.
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Some of our advertisers are:
−Removed: Alaska Airlines Indus Travels Inc.
−Removed: DH Travel Services Jetline Travel
−Removed: Entertainment Benefits Group KLM Royal Dutch Airlines
−Removed: Exoticca Myrtle Beach Area Conventions & Visitors Bureau
−Removed: Fairmont Mayakoba Stunning Tours
−Removed: Fiji Airways Swan Hellenic
−Removed: Gate 1 Travel Tourism Ireland
−Removed: Globus Family of Brands Travel Discounters
−Removed: Holland America Line TraveloDeals
−Removed: Icelandair (US) Vacation Express USA Corp
−Removed: Imagine Cruising Wingbuddy.com
−Removed: 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.
−Removed: Our agreements with certain advertisers are in the form of multiple insertion orders and merchant agreements from groups of entities under common control.
+Added: Exoticca Online Vacation Center
+Added: Inspiring Vacations Princess Cruises
+Added: Prestige Travel + Cruise Travel Discounters
+Added: Travelodeal Vacation Express
+Added: Globus Family of Brands Fiji Airways
+Added: Tripmasters Inc.
+Added: Virgin Voyages
+Added: Destination Weddings Travel Group Imagine Cruising
+Added: Holland America Line Wingbuddy.com
+Added: TripToGo Rocky Mountaineer Vacations
+Added: Gate 1 Travel Transat Tours Canada Inc
+Added: Visit Santa Barbara WestJet Airlines
+Added: As discussed in Note 11 – 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, as of December 31, 2024, the Company had one customer that accounted for more than 10% of revenues across Travelzoo North America and Travelzoo Europe.
+Added: We did not have any advertisers that accounted for 10% or more of our total revenues during the years ended December 31, 2023.
+Added: Our agreements with certain advertisers are in the form of multiple insertion orders, hotel agreements and merchant agreements from groups of entities under common control.
Sales and Marketing
−Removed: As of December 31, 2023, our advertising salesforce and sales support staff consisted of 68 employees worldwide.
+Added: As of December 31, 2024, our advertising sales force and sales support staff consisted of 75 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.
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We believe our arrangements with Microsoft Azure will allow us to grow without being limited by our own physical and technological capacity.
−Removed: 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.
+Added: 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.
Intellectual Property
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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.