What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-12 · 126 added, 125 removed, 529 unchanged (32% of the section changed)

2 unchanged sentences

(In thousands, except par value)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 8,491 $ 17,064

Accounts receivable, less allowance for doubtful accounts of $ 1,691 and $ 1,612 as of June 30, 2025 and December 31, 2024, respectively

Accounts receivable, less allowance for doubtful accounts of $ 1,635 and $ 1,612 as of September 30, 2025 and December 31, 2024, respectively

12,460 12,825

27 unchanged sentences

Common stock, $ 0.01 par value ( 20,000 shares authorized;

11,081 shares issued and outstanding as of June 30, 2025, 11,836 shares issued and outstanding as of December 31, 2024)

10,932 shares issued and outstanding as of September 30, 2025, 11,836 shares issued and outstanding as of December 31, 2024)

Additional paid in capital — —

9 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

8 unchanged sentences

Operating income 488 4,045 6,352 13,647

Other income, net 161 176 790 315

Other income (loss), net ( 64 ) 359 727 674

Income before income taxes 424 4,404 7,079 14,321

1 unchanged sentence

Net income 179 3,256 4,921 10,401

Net income (loss) attributable to non-controlling interest 79 ( 7 ) 172 ( 18 )

Net income attributable to non-controlling interest 29 72 201 54

Net income attributable to Travelzoo $ 150 $ 3,184 $ 4,720 $ 10,347

6 unchanged sentences

(In thousands)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

6 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

38 unchanged sentences

Common Stock Treasury Stock Additional

Capital Tax Indemnification Retained

Capital Tax Indemnification Note Receivable from Shareholder Retained

Earnings Accumulated

5 unchanged sentences

Shares Amount

Balances, March 31, 2025 11,245 112 — — ( 9,537 ) 8,820 ( 5,447 ) ( 6,052 ) 4,908 ( 1,144 )

Balances, June 30, 2025 11,081 111 — — ( 9,537 ) — 7,934 ( 5,576 ) ( 7,068 ) 4,987 ( 2,081 )

Stock-based compensation expense — — — 399 — — — — 399 — 399

2 unchanged sentences

Exercise of stock options and taxes paid for net share settlement — — — — — — — — — — —

Account receivable from shareholder — — — — — — — — — — —

Foreign currency translation adjustment — — — — — — — ( 20 ) ( 20 ) — ( 20 )

Net income — — — — — — 150 — 150 29 179

Balances, June 30, 2025 11,081 $ 111 $ — $ — $ ( 9,537 ) $ 7,934 $ ( 5,576 ) $ ( 7,068 ) $ 4,987 $ ( 2,081 )

Balances, September 30, 2025 10,932 $ 109 $ — $ — $ ( 9,537 ) $ — $ 6,925 $ ( 5,596 ) $ ( 8,099 ) $ 5,016 $ ( 3,083 )

(1) Includes a 1 % excise tax applicable to share repurchases.

Common Stock Treasury Stock Additional

Capital Tax Indemnification Retained

Capital Tax Indemnification Note Receivable from Shareholder Retained

Earnings Accumulated

4 unchanged sentences

Shares Amount

Balances, March 31, 2024 13,202 132 — — ( 9,537 ) 20,125 ( 4,861 ) 4,106 4,686 8,792

Balances, June 30, 2024 12,402 124 — — ( 9,537 ) ( 1,753 ) 17,083 ( 4,951 ) 966 4,679 5,645

Stock-based compensation expense — — — 456 — — — — 456 — 456

2 unchanged sentences

Exercise of stock options and taxes paid for net share settlement 31 — — ( 335 ) — — — — ( 335 ) — ( 335 )

Account receivable from shareholder — — — — — ( 176 ) — — ( 176 ) — ( 176 )

Foreign currency translation adjustment — — — — — — — ( 128 ) ( 128 ) — ( 128 )

Net income — — — — — — 3,184 — 3,184 72 3,256

Balances, June 30, 2024 12,402 $ 124 $ — $ — $ ( 9,537 ) $ 17,083 $ ( 4,951 ) $ 966 $ 4,679 $ 5,645

Balances, September 30, 2024 11,880 $ 119 $ — $ — $ ( 9,537 ) $ ( 1,929 ) $ 14,195 $ ( 5,079 ) $ ( 2,231 ) $ 4,751 $ 2,520

See accompanying notes to unaudited condensed consolidated financial statements.

Common Stock Treasury Stock Additional

Capital Tax Indemnification Retained

Capital Tax Indemnification Note Receivable from Shareholder Retained

Earnings Accumulated

8 unchanged sentences

Repurchase of common stock (1) — ( 13,092 ) — — — — — ( 13,092 ) — ( 13,092 )

— ( 11,531 ) — — — — ( 11,531 ) — ( 11,531 )

Retirement of treasury stock ( 912 ) ( 9 ) 13,092 ( 1,004 ) — — ( 12,079 ) — — — —

2 unchanged sentences

Net income — — — — — — 4,720 — 4,720 201 4,921

Balances, June 30, 2025 11,081 $ 111 $ — $ — $ ( 9,537 ) $ 7,934 $ ( 5,576 ) $ ( 7,068 ) $ 4,987 $ ( 2,081 )

Balances, September 30, 2025 10,932 $ 109 $ — $ — $ ( 9,537 ) $ — $ 6,925 $ ( 5,596 ) $ ( 8,099 ) $ 5,016 $ ( 3,083 )

(1) Includes a 1 % excise tax applicable to share repurchases.

Common Stock Treasury Stock Additional

Capital Tax Indemnification Retained

Capital Tax Indemnification Note Receivable from Shareholder Retained

Earnings Accumulated

9 unchanged sentences

Exercise of stock options and taxes paid for net share settlement 58 — — ( 591 ) — — — — ( 591 ) — ( 591 )

Account receivable from shareholder — — — — — ( 176 ) — — ( 176 ) — ( 176 )

Foreign currency translation adjustment — — — — — — — ( 472 ) ( 472 ) — ( 472 )

Net income — — — — — — 10,347 — 10,347 54 10,401

Balances, June 30, 2024 12,402 $ 124 $ — $ — $ ( 9,537 ) $ 17,083 $ ( 4,951 ) $ 966 $ 4,679 $ 5,645

Balances, September 30, 2024 11,880 $ 119 $ — $ — $ ( 9,537 ) $ ( 1,929 ) $ 14,195 $ ( 5,079 ) $ ( 2,231 ) $ 4,751 $ 2,520

See accompanying notes to unaudited condensed consolidated financial statements.

5 unchanged sentences

Travelzoo reaches 30 million travelers in the United States, Canada, United Kingdom, Germany, France and Spain and through licensing arrangements in Australia, Japan, New Zealand, Singapore and South Korea.

Through our website, e-mails, iOS and Android apps, and social media channels, we provide our members Club Offers that represent outstanding travel, entertainment, and lifestyle experiences.

Through our website, e-mails, iOS and Android apps, and on social media platforms, we provide our members Club Offers that represent outstanding travel, entertainment, and lifestyle experiences.

Offers are rigorously vetted and negotiated for travel enthusiasts by Travelzoo’s deal experts around the globe.

2 unchanged sentences

We are developing Travelzoo META , a subscription service that is intended to provide Metaverse travel experiences, with discipline.

Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc ("Azzurro").

Azzurro is the Company’s largest shareholder, and as of June 30, 2025, holds approximately 36.7 % of the Company's outstanding shares.

Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc.

Azzurro is the Company’s largest shareholder, and as of September 30, 2025, holds approximately 34.7 % of the Company's outstanding shares.

Financial Statements

10 unchanged sentences

Actual results could differ materially from those estimates.

The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other future period, and the Company makes no representations related thereto.

The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other future period, and the Company makes no representations related thereto.

(b) Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740):

In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topics 740):

Improvements to Income Tax Disclosures", to expand the disclosure requirements for income taxes, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.

ASU 2023-09 is effective for fiscal years beginning after December 15,

2024, and applies to our FY25 year-end reporting.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and applies to our FY25 year-end

We are currently evaluating the impact of this standard and will include the required income tax disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025.

On November 4, 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

6 unchanged sentences

Revenue Recognition

The Company follows Accounting Standards Update No.

The Company follows ASU No.

2014-09, “Revenue from Contracts with Customers” (Topic 606), under which 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.

2 unchanged sentences

Advertising revenues are generated from the publishing of travel and entertainment offers on the Travelzoo website, in emails, on social media platforms and through the Travelzoo Network .

The Company also generates transaction-based commerce revenues in the form of commissions from sales of vouchers (our Local Deals and Getaways offerings), operation of our hotel booking platform, and sales of pre-purchased vouchers or hotel inventory as principal.

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

3 unchanged sentences

For these instances, the Company recognizes revenues each time an ad is displayed.

For transaction-based advertising revenues, including from products such as Local Deals and Getaways prepaid voucher sales, hotel platform bookings and vacation package sales, the Company evaluates whether it is acting as principal (thereby reporting revenue on a gross basis) versus agent (thereby reporting revenue on a net basis).

For transaction-based advertising revenues, including from products such as Local Deals and Getaways voucher sales, hotel platform bookings and vacation package sales, the Company evaluates whether it is acting as principal (thereby reporting revenue on a gross basis) versus agent (thereby reporting revenue on a net basis).

Accordingly, the Company reports transaction-based advertising revenues on a net basis, as third-party suppliers are primarily responsible for fulfilling the underlying good or service, which the Company does not control prior to its transfer to the customer.

24 unchanged sentences

Deferred revenue primarily consists of deferred membership fees, customer prepayments and undelivered Company performance obligations related to contracts comprising multiple performance obligations.

As of December 31, 2024, $ 2 million was recorded as deferred revenue for Jack's Flight Club, of which $ 1.6 million was recognized in the six months ended June 30, 2025, and $ 4.5 million was recorded as deferred revenue for Travelzoo North America and Travelzoo Europe, of which $ 3.3 million was recognized as revenue in the six months ended June 30, 2025.

As of June 30, 2025 , deferred revenue was $ 8.5 million, of which $ 2.4 million was for Jack's Flight Club, and $ 6 million was for Travelzoo North America and Travelzoo Europe.

As of December 31, 2024, $ 2 million was recorded as deferred revenue for Jack's Flight Club, of which $ 2 million was recognized in the nine months ended September 30, 2025, and $ 4.5 million was recorded as deferred revenue for Travelzoo North America and Travelzoo Europe, of which $ 3 million was recognized as revenue in the nine months ended September 30, 2025.

As of September 30, 2025 , deferred revenue was $ 9 million, of which $ 2.3 million was for Jack's Flight Club, and $ 6.7 million was for Travelzoo North America and Travelzoo Europe.

Reserve for Refunds to Members

3 unchanged sentences

Specifically, if the financial condition of our merchant partners, on behalf of whom vouchers are sold, were to deteriorate, affecting their ability to provide the goods or services to our members, additional reserves for refunds to members may be required and may adversely affect future revenues as the liability is recorded against revenue.

As of June 30, 2025, the Company had approximately $ 3.1 million of unredeemed vouchers that had been sold, representing the Company’s commission earned.

The Company estimated and recorded a refund reserve of $ 215,000 for these unredeemed vouchers as of June 30, 2025, which is recorded as a reduction of revenues on the condensed consolidated statements of operations and accrued expenses and other on the condensed consolidated balance sheet.

As of September 30, 2025, the Company had approximately $ 2.9 million of unredeemed vouchers that had been sold, representing the Company’s commission earned.

The Company estimated and recorded a refund reserve of $ 173,000 for these unredeemed vouchers as of September 30, 2025, which is recorded as a reduction of revenues on the condensed consolidated statements of operations and accrued expenses and other on the condensed consolidated balance sheet.

As of December 31, 2024, the Company had approximately $ 4.1 million of unredeemed vouchers that had been sold representing the Company’s commission earned from the sale and estimated a refund reserve of $ 144,000 for these unredeemed vouchers as of December 31, 2024, as a reduction of revenues on the condensed consolidated statements of operations and accrued expenses and other on the condensed consolidated balance sheet.

If our judgments regarding estimated member refunds are inaccurate, reported results of operations could differ from amounts previously accrued.

Merchant payables of $ 12.4 million as of June 30, 2025 is recorded on the condensed consolidated balance sheet, representing amounts payable to merchants by the Company for vouchers sold but not redeemed.

Merchant payables of $ 11.8 million as of September 30, 2025 is recorded on the condensed consolidated balance sheet, representing amounts payable to merchants by the Company for vouchers sold but not redeemed.

Identifiable intangible assets

6 unchanged sentences

The Company performed its annual impairment testing as of October 31, 2024 and no impairment charge was identified in connection with the annual impairment test .

The Company did no t identify any indicators of impairment during the six months ended June 30, 2025.

The Company did no t identify any indicators of impairment during the nine months ended September 30, 2025.

Operating Leases

15 unchanged sentences

and internationally.

As of June 30, 2025 and December 31, 2024, the Company did not have any customers that accounted for 10% or more of accounts receivable.

As of June 30, 2025, the Company had merchant payables of $ 12.4 million related to the sale of vouchers.

As of September 30, 2025 and December 31, 2024, the Company did not have any customers that accounted for 10% or more of accounts receivable.

As of September 30, 2025, the Company had merchant payables of $ 11.8 million related to the sale of vouchers.

In the Company’s financial statements presented in this 10-Q report, following GAAP accounting principles, we classified all merchant payables as current.

As such, the condensed consolidated balance sheet reflects negative net working capital (defined as current assets minus current liabilities) of $ 11.0 million at June 30, 2025.

As such, the condensed consolidated balance sheet reflects negative net working capital (defined as current assets minus current liabilities) of $ 11.4 million at September 30, 2025.

Payables to merchants are generally due upon redemption of vouchers by members who purchased them from the Company.

As of June 30, 2025, unredeemed vouchers have maturities through March 2026;

As of September 30, 2025, unredeemed vouchers have maturities through March 2026;

however, expiration dates may be extended on a case-by-case basis and final payment to merchants upon expiration may not be due for up to a year after.

Based on current projections of future redemption activity, management expects that cash on hand as of June 30, 2025 will be sufficient to provide for working capital needs for at least the next twelve months.

Based on current projections of future redemption activity, management expects that cash on hand as of September 30, 2025 will be sufficient to provide for working capital needs for at least the next twelve months.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with maturities of three months or less on the date of purchase.

Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose.

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 security deposits for real estate leases and funds held in escrow.

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

June 30, December 31,

September 30, December 31,

Cash and cash equivalents $ 8,491 $ 17,064

1 unchanged sentence

Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 9,247 $ 17,740

The Company’s restricted cash was included in noncurrent assets as of June 30, 2025 and December 31, 2024.

The Company’s restricted cash was included in noncurrent assets as of September 30, 2025 and December 31, 2024.

Net Income Per Share

3 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

6 unchanged sentences

Net income per share—diluted $ 0.01 $ 0.26 $ 0.39 $ 0.79

For the three months ended June 30, 2025 and 2024, options to purchas e 25,000 and 850,000 shares of common stock, respectively, were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

Stock Purchase Agreement (“SPA”) between Travelzoo and Azzurro

In connection with the acquisition of Metaverse Travel Experiences, LLC (“MTE”), formerly a wholly-owned subsidiary of 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 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 % of the Company’s outstanding shares.

On December 28, 2022, the Company's stockholders approved the issuance and sale of 3.4 million shares of common stock of Travelzoo (the “Shares”) to Azzurro, in exchange for certain consideration, and on December 30, 2022 (the “Closing Date”), the transaction was consummated.

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

The consideration for the Shares consisted of cash paid on the Closing Date;

a promissory note, which was repaid in full during 2024;

and 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.

For the three months ended September 30, 2024, options to purchas e 612,500 shares of common stock were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

No options were excluded for the three months ended September 30, 2025.

Intangible Assets

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

Fair Value Estimated Life (Years)

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

Carrying Value Estimated Life (Years)

Customer relationships (Jack’s Flight Club) $ 3,500 5.0

Trade name (Jack’s Flight Club) 2,460 indefinite

Secret Escapes Spain member database 445 3.0

Assets Measured at Fair Value on a Non-recurring Basis

5 unchanged sentences

The Company performed an annual impairment test as of October 31, 2024 and did not identify any indicators of impairment for the year ended December 31, 2024 .

As of date, no indicators of impairment have been identified for the period ended September 30, 2025.

Amortization of Acquired Intangible Assets

The following table represents the activities of intangible assets for the three months ended June 30, 2025 and 2024 (in thousands):

Jack’s Flight Club Secret Escape Spain

The following table represents the activities of intangible assets for the three months ended September 30, 2025 and 2024 (in thousands):

Jack’s Flight Club Secret Escape Spain Secret Escape U.S.

Intangible assets—December 31, 2023 1,710 186 195

11 unchanged sentences

Intangible assets—June 30, 2025 $ 1,455 $ — $ —

Amortization expense for acquired intangibles was $ 16,000 and $ 87,000 for the three months ended June 30, 2025 and 2024, respectively.

Amortization expense for acquired intangibles was $ 43,000 and $ 405,000 for the six months ended June 30, 2024 and 2023, respectively.

Expected future amortization expense of acquired intangible assets as of June 30, 2025 is as follows (in thousands):

Amortization of intangible assets with definite lives ( 3 ) — —

Intangible assets—September 30, 2025 $ 1,452 $ — $ —

Amortization expense for acquired intangibles was $ 2,000 and $ 95,000 for the three months ended September 30, 2025 and 2024, respectively.

Amortization expense for acquired intangibles was $ 46,000 and $ 500,000 for the nine months ended September 30, 2025 and 2024, respectively.

Expected future amortization expense of acquired intangible assets as of September 30, 2025 is as follows (in thousands):

Years ending December 31,

1 unchanged sentence

No impairment was identified in 2024.

As of June 30, 2025, the carrying value of the trade name was $ 1.5 million.

The Company did not identify any indicators of impairment during the six months ended June 30, 2025.

As of September 30, 2025, the carrying value of the trade name was $ 1.5 million.

The Company did not identify any indicators of impairment during the nine months ended September 30, 2025.

Commitments and Contingencies

1 unchanged sentence

The Company accrues for legal contingencies if the Company can estimate the potential liability and believes it is probable that the matter will be ruled on adversely.

Accruals for legal contingencies were not material as of June 30, 2025 and December 31, 2024.

Accruals for legal contingencies were not material as of September 30, 2025 and December 31, 2024.

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.

2 unchanged sentences

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 leases office space in Canada, France, Germany, Spain, the U.K., and the U.S.

The Company leases office space in Canada, Germany, Spain, the U.K., and the U.S.

under operating leases.

Our leases have remaining terms ranging from less than one year to up to seven years .

The C ompany maintains standby letters of credit (“LOC”) to serve as collateral issued to the landlords.

Our leases have remaining terms ranging from less than one year to up to five years .

The C ompany maintains standby letters of credit (“LOC”) to serve as collateral issued to certain of the landlords.

The LOCs are collateralized with cash which is included in the line item “Restricted cash” in the Condensed Consolidated Balance Sheets.

Rent expense was $ 734,000 and $ 686,000 for the three months ended June 30, 2025 and 2024, respectively.

Rent expense was $ 746,000 and $ 675,000 for the three months ended September 30, 2025 and 2024, respectively.

Se e Note 10– Leases for more information.

The Company has purchase commitments aggregating approximately $ 1.0 million as of June 30, 2025, which represent the minimum obligations the Company has under agreements with certain third-party service providers.

The Company has purchase commitments aggregating approximately $ 0.9 million as of September 30, 2025, which represent the minimum obligations the Company has under agreements with certain third-party service providers.

These minimum obligations are less than the Company's projected use for those periods.

1 unchanged sentence

In determining the quarterly provisions for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on our expected annual income and statutory tax rates in the U.S., Canada, and the UK.

For the three months ended June 30, 2025 and 2024, the Company’s reported effective income tax rate was 33 % and 30 %, respectively.

This increase of the Company’s reported effective income tax rate is primarily due to a provision for higher interest expense related to uncertain tax positions.

For the six months ended June 30, 2025 and 2024, the Company’s reported effective income tax rate was 29 % and 28 %, respectively .

As of June 30, 2025, the Company is permanently reinvested in certain of its non-U.S.

For the three months ended September 30, 2025 and 2024 , the Company’s reported effective income tax rate was 58 % and 26 %, respectively.

This increase of the Company’s reported effective income tax rate is primarily due to a decrease in operating profit.

For the nine months ended September 30, 2025 and 2024 , the Company’s reported effective income tax rate was 30 % and 27 %, respectively .

As of September 30, 2025, the Company is permanently reinvested in certain of its non-U.S.

subsidiaries and does not have a deferred tax liability related to its undistributed foreign earnings.

2 unchanged sentences

The Company maintains a reserve for potential liabilities for uncertain tax positions.

As of June 30, 2025, the Company had approximately $ 23.9 million in total unrecognized tax benefits, of which up to $ 16.6 million would favorably affect the Company’s reported income if realized and recognized.

As of September 30, 2025, the Company had approximately $ 23.9 million in total unrecognized tax benefits, of which up to $ 16.6 million would favorably affect the Company’s reported income if realized and recognized.

The Company’s policy is to include provisions for interest and penalties related to uncertain and unrecognized tax positions in income tax expense.

To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in the overall income tax provision in the period that such determination is made.

As of June 30, 2025 and December 31, 2024, the Company had approximately $ 1.3 million and $ 1.1 million in accrued interest, respectively.

As of September 30, 2025 and December 31, 2024, the Company had approximately $ 1.4 million and $ 1.1 million in accrued interest, respectively.

The Company files income tax returns in the U.S.

6 unchanged sentences

federal tax law, which may be subject to further clarification and the issuance of interpretive guidance.

We are assessing the

legislation and its effect on our consolidated financial statements, which we expect to begin reflecting in the three month period ended September 30, 2025.

We have assessed the legislation and its effect on our consolidated financial statements.

The enactment of the OBBBA Act did not have a material impact during the three-month period ended September 30, 2025.

We will continue to monitor any future guidance or legislative developments related to the OBBBA Act to assess its potential implications on our tax position.

Accumulated Other Comprehensive Loss

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

2 unchanged sentences

Ending balance $ ( 5,596 ) $ ( 5,079 ) $ ( 5,596 ) $ ( 5,079 )

There were no amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024.

There were no amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

Accumulated other comprehensive loss consists of foreign currency translation gain or loss.

5 unchanged sentences

In 2024, 37,500 options were exercised and 3,358 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by the Company’s Board of Directors.

As of June 30, 2025, 12,500 options were vested and outstanding.

Total stock-based compensation related to this option grant of $ 0 and $ 36,000 was recorded in general and administrative expenses for the three months ended June 30, 2025 and 2024, respectively.

As of September 30, 2025, 12,500 options were vested and outstanding.

Total stock-based compensation related to this option grant of $ 0 and $ 36,000 was recorded in general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively.

Stock-based compensation related to this grant was fully expensed in 2024.

3 unchanged sentences

In 2024, 200,000 options were exercised and 53,753 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by the Company’s Board of Directors.

As of June 30, 2025, 400,000 options were vested and outstanding.

As of September 30, 2025, 400,000 options were vested and outstanding.

Stock-based compensation related to this grant was fully expensed in 2023.

2 unchanged sentences

The options expire in June 2027.

Total stock-based compensation related to this option grant of $ 30,000 was recorded in sales and marketing expenses for each of the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, 41,667 options were outstanding and 25,000 of these options were vested.

As of June 30, 2025, there was approximately $ 60,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 0.3 years.

Total stock-based compensation related to this option grant of $ 89,000 and was recorded in sales and marketing expenses for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, 41,667 options were vested and outstanding.

As of September 30, 2025, there was approximately $ 0 of unrecognized stock-based compensation expense relating to these options.

On March 8, 2023, the Company granted its General Counsel and Head of Global Functions, Christina Sindoni Ciocca, options to purchase 200,000 shares of common stock of the Company, with an exercise price of $ 4.96 and vesting 12.5 % every six months over four years beginning on June 30, 2023 and ending on December 31, 2026.

3 unchanged sentences

In 2025, 25,000 options were exercised and 7,890 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by the Company’s Board of Directors.

As of June 30, 2025, 100,000 options were outstanding and 25,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 35,000 was recorded in general and administrative expenses for each the three months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was approximately $ 209,000 of unrecognized stock-based compensation expense relating to these options.

As of September 30, 2025, 100,000 options were outstanding and 25,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 35,000 was recorded in general and administrative expenses for each the three months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was approximately $ 174,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 1.3 years.

On March 28, 2024, pursuant to an executed Option Agreement, the Company granted its Chief Executive Officer, Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $ 8.58 and vesting 25 % every six months over two years beginning on June 30, 2024 and ending on December 31, 2025.

On March 28, 2024, 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 $ 8.58 and vesting 25 % every six months over two years beginning on June 30, 2024 and ending on December 31, 2025.

The options expire in March 2029.

This grant was approved at the 2024 Annual Meeting of the shareholders.

As of June 30, 2025, 600,000 options were outstanding and 450,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 305,000 and $ 609,000 was recorded in general and administrative expenses for the three months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was approximately $ 609,000 of unrecognized stock-based compensation expense relating to these options.

This grant was approved at the 2024 Annual Meeting of Stockholders.

As of September 30, 2025, 600,000 options were outstanding and 450,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 305,000 was recorded in general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was approximately $ 305,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 0.3 years.

6 unchanged sentences

During the three months ended March 31, 2024, the Company repurchased 400,000 shares of common stock for an aggregate purchase price of $ 3.9 million, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings.

On April 29, 2024, the Company announced that its Board of Directors has authorized the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock.

On April 29, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock.

The Company repurchased 600,000 shares and 352,679 shares of common stock for an aggregate purchase price of $ 5.0 million and $ 3.8 million, respectively, for the second and third quarter of 2024, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings.

9 unchanged sentences

As of June 30, 2025, there were 148,602 shares remaining to be repurchased under this program.

During the three months ended September 30, 2025, the Company repurchased 148,602 shares of common stock for an aggregate purchase price of $ 1.5 million, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings.

This completed the share repurchase program authorized on October 23, 2024.

Segment Reporting and Significant Customer Information

10 unchanged sentences

Financial information is utilized along with forecasts to enable the CODM to manage our business across all operating segments.

For the three months ended June 30, 2025, Travelzoo North America operations comprised 67 % of revenues, Travelzoo Europe operations comprised 27 % of revenues and Jack's Flight Club comprised 6 % of revenues.

For the three months ended September 30, 2025, Travelzoo North America operations comprised 64 % of revenues, Travelzoo Europe operations comprised 30 % of revenues and Jack's Flight Club comprised 6 % of revenues.

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

Three Months Ended June 30, 2025 Travelzoo North

Three Months Ended September 30, 2025 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

10 unchanged sentences

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 339,000 and $ 0 , respectively.

Three Months Ended June 30, 2024 Travelzoo North

Three Months Ended September 30, 2024 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

10 unchanged sentences

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 331,000 and $ 0 , respectively.

Six Months Ended June 30, 2025 Travelzoo North

Nine Months Ended September 30, 2025 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

9 unchanged sentences

(2) Includes costs and expenses related to cost of revenues, product development, and general and administrative.

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 679,000 and $ 0 , respectively.

Six Months Ended June 30, 2024 Travelzoo North

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 1 million and $ 0 , respectively.

Nine Months Ended September 30, 2024 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

9 unchanged sentences

(2) Includes costs and expenses related to cost of revenues, product development, and general and administrative.

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 783,000 and $ 0 , respectively.

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 1 million and $ 0 , respectively.

A measure of segment assets is not currently provided to the Chief Operating Decision Maker and has therefore not been provided.

For the three months ended June 30, 2025 and 2024, the Company did not have any customers that accounted for 10% or more of revenue.

As of June 30, 2025 and December 31, 2024, the Company did not have any customers that accounted for 10% or more of accounts receivable.

For the three months ended September 30, 2025 and 2024, the Company did not have any customers that accounted for 10% or more of revenue.

The following table sets forth the breakdown of revenues (in thousands) by category:

3 unchanged sentences

Other includes licensing fees from license agreements and the existing retail business acquired by the Company in the MTE transaction.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

The following table sets forth revenues for individual countries that comprised 10% or more of total revenue (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

6 unchanged sentences

under operating leases.

Our leases have remaining lease terms ranging from less than one year to up to seven years .

Our leases have remaining lease terms ranging from less than one year to up to five years .

Certain leases include one or more options to renew.

All of our leases qualify as operating leases.

The following table summarizes the components of lease expense for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

The following table summarizes the components of lease expense for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

3 unchanged sentences

Total lease cost $ 838 $ 827 $ 2,476 $ 2,375

Cash payments against the operating lease liabilities totaled $ 897,000 and $ 1.7 million for the six months ended June 30, 2025 and 2024.

ROU assets obtained in exchange for lease obligations was $ 438,000 and $ 646,000 for the six months ended June 30, 2025 and 2024, respectively.

Cash payments against the operating lease liabilities totaled $ 2.7 million and $ 2.5 million for the nine months ended September 30, 2025 and 2024.

ROU assets obtained in exchange for lease obligations was $ 321,000 and $ 1.3 million for the nine months ended September 30, 2025 and 2024, respectively.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Operating lease right-of-use assets $ 4,540 $ 5,655

6 unchanged sentences

Years ending December 31,

2025 (excluding the six months ended June 30, 2025) $ 1,571

2025 (excluding the nine months ended September 30, 2025) $ 918

Thereafter 225

4 unchanged sentences

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

The non-controlling interest for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

The non-controlling interest for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Non-controlling interest—December 31, 2023 4,697

11 unchanged sentences

Non-controlling interest—June 30, 2025 4,987

Net income attributable to non-controlling interest 29

Non-controlling interest—September 30, 2025 $ 5,016

Related Party Transactions

1 unchanged sentence

In connection with the development of Travelzoo META, on December 28, 2022, the Company acquired MTE, a wholly owned subsidiary of Azzurro Capital Inc., and also completed a private placement of newly issued shares.

As of June 30, 2025, Azzurro Capital Inc.

As of September 30, 2025, Azzurro Capital Inc.

and Ralph Bartel owned approximately 34.7 % of the Company’s outstanding shares.

6 unchanged sentences

On January 1, 2023, with the unanimous approval of the Audit Committee, the Company entered into a Consulting Agreement with Ralph Bartel (the "Consulting Agreement").

The Consulting Agreement was amended and renewed, effective January 1, 2025.

The Consulting Agreement was amended and renewed, effective July 1, 2025.

Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro.

2 unchanged sentences

Bartel provides strategic advisory for Travelzoo META, advisory on talent search, strategic advisory to IT and brand strategy and public relations support.

For the three months ended June 30, 2025, the fee payable to Mr.

For the three months ended September 30, 2025, the fees payable to Mr.

Bartel, including the reimbursement of travel expenses, pursuant to the Consulting Agreement totaled $ 72,000 , included within General and administrative expenses.

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-Q

Item 1. Financial Statements