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Subsequent Events | 12 Months Ended
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Dec. 31, 2019
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events On January 13, 2020, Travelzoo (the "Company") entered into a Stock Purchase Agreement (the "SPA") with JFC Travel Group Co. ("JFC"), which owns and operates Jack's Flight Club, and the sellers identified on the signature pages thereto (the "Sellers"), for the purchase of up to 100% of the outstanding capital stock of JFC (the "Shares"). Pursuant to the SPA, on January 13, 2020, the Sellers sold 60% of the Shares to the Company for an aggregate purchase price of $12,000,000, payable in cash and promissory notes. The promissory notes contain an interest rate of 1.6% per annum and a due date of January 31, 2020, with a one-time right to extend the maturity date up to April 30, 2020, which the Company elected to do. The remaining 40% of the Shares are subject to a call/put option exercisable by the Company or the Sellers, as applicable, on or around January 1, 2021, subject to the terms and conditions set forth in the SPA. The acquisition will be accounted for using the purchase method of accounting in accordance with the business acquisition guidance. Under the purchase accounting method, the total estimated purchase consideration of the acquisition will be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities will be recorded as goodwill. As of the date of the filing of this Form 10-K, the purchase price allocation has not been prepared as there has not been enough time to complete the related activities. On February 28, 2020, Travelzoo entered into an agreement with Adobe Inc. whereby Adobe will provide certain on-demand, managed and professional services for a total consideration of approximately $1.6 million annually for three years, with the first year payable in October 2020 (the “Adobe Agreement”). Travelzoo has a one-time right to terminate the Adobe Agreement at the end of year one, pursuant to the terms and conditions set forth in the Adobe Agreement. On March 3, 2020 (the “New Premises Commencement Date”), Travelzoo moved its New York headquarters from the 37 th floor to the 35 th floor of the same building, pursuant to that certain Second Amendment to Lease, dated as of August 8, 2019, by and between 590 Madison Avenue, LLC and the Company (the “New York Lease”). Pursuant to the New York Lease, upon the New Premises Commencement Date, the annual fixed rent as provided for in the original lease agreement will continue for 10 years until March 2030, with no increases. Additionally, the landlord performed the construction, renovation and relocation work and paid Travelzoo $5.0 million as an incentive, of which $2.5 million was received in November 2019 and $2.5 million was received in March 2020. The Company accounted for the lease incentives as a reduction to the right-of-use asset. The additional lease payments under the New York Lease are approximately $7.4 million. On March 10, 2020, the Company approved its plan to exit its business in Asia Pacific. The Asia Pacific operating segment has incurred losses for several years. Management is evaluating its options to exit the business which could include a sale or disposal of the business or related assets. The Company is also in the process of evaluating the impact on its financial statements for any restructuring or disposal costs that might be incurred as a result of this action but an estimate of such costs cannot be made at this time. As a result of the 2019 Novel Coronavirus outbreak in the first quarter of 2020, the Company expects that its financial results may be negatively impacted in the first quarter of 2020 and beyond, but the extent and duration of such impact in the long-term is uncertain as it is dependent on future developments that can not be reasonably estimated at this time, including but not limited to the severity and transmission rate of the virus, the extent and effectiveness of containment actions taken, including mobility restrictions, and the impact of these and other factors on travel behavior. A significant adverse change in the business climate could affect the value of the Company’s long-lived assets, including its equity method investment in WeekenGO.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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