Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

On March 10, 2020, Travelzoo issued a press release announcing that it was exiting its loss-making business in Asia Pacific. The decision supports the Company’s strategy to focus on value creation for shareholders by focusing on growing the businesses in North America and Europe.

The Asia Pacific business ceased operations as of March 31, 2020, except for the Company’s Japan and Singapore units, which were held for sale. The Company has classified Asia Pacific as discontinued operations at March 31, 2020. Prior periods have been reclassified to conform with the current presentation. The following table provides a summary of amounts included in discontinued operations for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Revenues	$	—	$	—
Cost of revenues	—		—
Gross profit	—		—

Operating expenses:
Sales and marketing	—		—
Product development	—		—
General and administrative	1		8
Total operating expenses	1		8
Loss from operations	(1)		(8)
Other income (loss), net	(1)		(3)
Income (loss) before income taxes	(2)		(11)
Income tax expense	—		—
Net income (loss)	$	(2)	$	(11)

On June 16, 2020, in connection with its Asia Pacific exit plan, the Company completed a sale of 100% of the outstanding capital stock of Travelzoo Japan to Mr. Hajime Suzuki (the “Japan Buyer”) for consideration of 1 Japanese Yen. The Company recognized a pre-tax loss of $128,000. The parties also entered into a License Agreement, whereby Travelzoo Japan obtained a license to use the intellectual property of Travelzoo exclusively in Japan in exchange for quarterly royalty payments based on revenue over a 5-year term, with an option to renew. An interest free loan was provided to the Japan Buyer for JPY 46.0 million (approximately 46.0 million) to be repaid over 3 years. The Japan Buyer repaid $133,000, $39,000 was repaid during the three months ended March 31, 2023, and the remaining expected to be paid off in 2023. The Company recorded this loan as short-term prepaid expense and other on the consolidated balance sheet as of March 31, 2023. The Company records royalties for its licensing arrangements on a one-quarter lag basis. The Company did not recognize royalties for the three months ended March 31, 2023 and 2022.

On August 24, 2020, the Company completed a sale of 100% of the outstanding capital stock of Travelzoo Singapore, to an unaffiliated entity, Finest Hotels Pty Ltd d/b/a Travelzoo (“AUS Buyer”), which is fully owned by Mr. Julian Rembrandt, the former General Manager of Southeast Asia and Australia of the Company for consideration of 1 Singapore Dollar. The parties also entered into a License Agreement, whereby the AUS Buyer obtained a license to use the intellectual property of Travelzoo exclusively in Australia, New Zealand and Singapore and non-exclusively in China and Hong Kong for quarterly

royalty payments based upon revenue over a 5 year term, with an option to renew. The non-exclusive license in China and Hong Kong was terminated by Travelzoo. Travelzoo was not able to estimate whether the AUS Buyer will generate revenues based on the current uncertainties, and no amount has been recorded for future royalties under this agreement. The Company records royalties for its licensing arrangements on a one-quarter lag basis. The Company recorded $8,000 and $5,000 in licensing revenue from the licensee in Australia, New Zealand, and Singapore for the three months ended March 31, 2023 and 2022, respectively.

The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities from discontinued operations in the Condensed Consolidated Balance Sheets (in thousands):


	March 31, 2023		December 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$	9	$	10
Accounts receivable, net	—		—
Prepaid expenses and other	1		1
Total assets from discontinued operations	$	10	$	11
LIABILITIES
Accounts payable	$	404	$	403
Accrued expenses and other	14		13
Income tax payable	24		24
Deferred revenue	11		12
Total liabilities from discontinued operations	$	453	$	452

The net cash used in operating activities for the discontinued operations for the three months ended March 31, 2023 and 2022, were as follows (in thousands):


	Three Months Ended
	March 31,
	2023		2022
Net cash used in operating activities	$	(1)	$	(10)