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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table represents the allocation of the total cost of the MTE acquisition to the assets acquired (in thousands):
| Fair Value
Consideration for MTE assets |
Fair value of Travelzoo common stock issued | $ | 15,175 |
Direct transaction costs | 184 |
Less: |
Cash received from Azzurro Capital Inc. | (1,000) |
Notes receivable from Azzurro Capital Inc. | (4,753) |
Total consideration for MTE assets | $ | 9,606 |
Relative fair value of the assets acquired |
Cash and cash equivalents | $ | 6 |
Prepaid expenses and other | 45 |
Property and equipment | 18 |
Tax indemnification asset | 9,537 |
Total assets acquired | $ | 9,606 |
Schedule of Intangible Assets | The following table represents the fair value and estimated useful lives of intangible assets from the above acquisitions (in thousands):
| Fair Value |  | Estimated Life (Years)
Customer relationships (Jack's Flight Club) | $ | 3,500 |  |  | 5.0
Trade name (Jack's Flight Club) | 2,460 |  |  | indefinite
Non-compete agreement (Jack's Flight Club) | 660 |  |  | 4.0
Intangible assets (Secret Escape Spain member database) | 445 |  |  | 3.0
Intangible assets (Secret Escape U.S. member database) | 1,751 |  |  | 2.3
Assets Measured at Fair Value on a Non-recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value if an impairment is recognized during the period. The fair value measurements are based on Level 3 inputs. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets at fair value. The goodwill assessment was performed by comparing the fair value of the reporting units to its carrying value. The fair value estimates for the reporting units, were based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The indefinite-lived intangible assets assessment was valued using the relief-from-royalty method, which includes unobservable inputs, classified as Level 3, including projected revenues and approximately 5% royalty rate. The Company recorded a goodwill impairment of $2.1 million and a Trade name impairment of $810,000 for Jack's Flight Club due to the pandemic in the first quarter of 2020. No impairment charge was identified and recorded for 2021. The Company performed its annual test as of October 31, 2022 and a Trade name impairment charge of $200,000 was recorded as “General and administrative expenses” for Jack's flight club. The revenue for Jack's Flight Club was negatively impacted by the pandemic and did not meet the forecasted growth expectation. No impairment charge was identified and recorded for goodwill in 2022. Amortization of Acquired Intangible Assets The following table represents the activities of intangible assets for the years ended December 31, 2022 and 2021 (in thousands):
| Jack's Flight Club |  | Secret Escape Spain member database |  | Secret Escape U.S. member database
Intangible assets—January 1, 2021 | $ | 4,534 |  |  |  |  |
Amortization of intangible assets with definite lives | (1,108) |  |  |  |  |
Intangible assets—December 31, 2021 | 3,426 |  |  |  |  |
Acquisitions—March 2022 | — |  |  | $ | 445 |  |  | $ | 1,751 |
Amortization of intangible assets with definite lives | (875) |  |  | (118) |  |  | (778) |
Impairment of trade name—December 31, 2022 | (200) |  |  | — |  |  | — |
Intangible assets—December 31, 2022 | $ | 2,351 |  |  | $ | 327 |  |  | $ | 973 |
Schedule of Expected Future Amortization Expense | Expected future amortization expense of acquired intangible assets as of December 31, 2022 is as follows (in thousands):
Years ending December 31, |
2023 | $ | 1,562 |
2024 | 586 |
2025 | 53 |
| $ | 2,201 |

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- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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