Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Travelzoo Inc | |
Entity Central Index Key | 1,133,311 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 13,825,353 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 24,839 | $ 35,128 |
Accounts receivable, less allowance for doubtful accounts of $327 and $384 as of September 30, 2016 and December 31, 2015, respectively | 16,692 | 16,398 |
Income tax receivable | 1,657 | 1,356 |
Deposits | 490 | 782 |
Deferred tax assets | 1,055 | 1,230 |
Prepaid expenses and other | 2,472 | 2,167 |
Total current assets | 47,205 | 57,061 |
Deposits | 693 | 501 |
Deferred tax assets | 655 | 1,769 |
Restricted cash | 1,177 | 1,328 |
Property and equipment, net | 6,730 | 7,905 |
Other assets, net | 0 | 15 |
Total assets | 56,460 | 68,579 |
Current liabilities: | ||
Accounts payable | 18,616 | 23,655 |
Accrued expenses and other | 8,316 | 10,140 |
Deferred revenue | 789 | 1,085 |
Income tax payable | 2,029 | 477 |
Note payable to related party | 0 | 5,658 |
Total current liabilities | 29,750 | 41,015 |
Long-term tax liabilities | 3,122 | 3,000 |
Long-term deferred rent and other | 2,793 | 3,177 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value per share (5,000 shares authorized; none issued) | 0 | 0 |
Common stock, $0.01 par value (40,000 shares authorized; 13,825 shares issued and outstanding as of September 30, 2016 and 14,518 shares issued and outstanding as of December 31, 2015) | 143 | 150 |
Additional paid-in capital | 1,387 | 7,759 |
Retained earnings | 23,074 | 17,386 |
Accumulated other comprehensive loss | (3,809) | (3,908) |
Total stockholders’ equity | 20,795 | 21,387 |
Total liabilities and stockholders’ equity | $ 56,460 | $ 68,579 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 327 | $ 384 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 13,825,000 | 14,518,000 |
Common stock, shares outstanding (in shares) | 13,825,000 | 14,518,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 30,440 | $ 33,728 | $ 99,290 | $ 109,665 |
Cost of revenues | 3,361 | 4,742 | 10,982 | 14,496 |
Gross profit | 27,079 | 28,986 | 88,308 | 95,169 |
Operating expenses: | ||||
Sales and marketing | 17,184 | 19,089 | 55,278 | 61,881 |
Product development | 2,317 | 2,917 | 7,281 | 9,212 |
General and administrative | 5,373 | 6,120 | 16,620 | 17,906 |
Total operating expenses | 24,874 | 28,126 | 79,179 | 88,999 |
Income from operations | 2,205 | 860 | 9,129 | 6,170 |
Other income (loss), net | 251 | (202) | 293 | (866) |
Income before income taxes | 2,456 | 658 | 9,422 | 5,304 |
Income taxes | 837 | (8,199) | 3,734 | (5,125) |
Net income | $ 1,619 | $ 8,857 | $ 5,688 | $ 10,429 |
Basic net income per share (in dollars per share) | $ 0.12 | $ 0.60 | $ 0.40 | $ 0.71 |
Diluted net income per share (in dollars per share) | $ 0.12 | $ 0.60 | $ 0.40 | $ 0.71 |
Shares used in computing basic net income per share (in shares) | 13,839 | 14,730 | 14,109 | 14,730 |
Shares used in computing diluted net income per share (in shares) | 13,867 | 14,730 | 14,119 | 14,730 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 1,619 | $ 8,857 | $ 5,688 | $ 10,429 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (184) | (362) | 99 | (1,282) |
Total comprehensive income | $ 1,435 | $ 8,495 | $ 5,787 | $ 9,147 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 5,688 | $ 10,429 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,856 | 2,198 |
Provision for losses on accounts receivable | 17 | (99) |
Stock-based compensation | 692 | 146 |
Deferred income tax | (224) | (407) |
Net foreign currency effect | (308) | 789 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (547) | (2,052) |
Deposits | 51 | 118 |
Income tax receivable | (299) | 1,980 |
Prepaid expenses and other | (438) | 123 |
Accounts payable | (4,391) | (2,706) |
Reserve for unexchanged promotional shares | 0 | (1,393) |
Accrued expenses | (2,074) | (508) |
Income tax payable | 1,772 | 306 |
Other non-current liabilities | 121 | (7,849) |
Net cash provided by operating activities | 1,916 | 1,075 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (802) | (885) |
Release of restricted cash | 0 | 66 |
Net cash used in investing activities | (802) | (819) |
Cash flows from financing activities: | ||
Acquisition of the Asia Pacific business | 58 | (16,974) |
Payment of loan to related party | (5,658) | (3,250) |
Proceeds from loan from related party | 0 | 2,224 |
Decrease in bank overdraft | 0 | (341) |
Repurchase of common stock | (5,727) | 0 |
Reverse/forward stock split, including transaction costs | 0 | 102 |
Net cash used in financing activities | (11,327) | (18,443) |
Effect of exchange rate changes on cash and cash equivalents | (76) | (2,660) |
Net decrease in cash and cash equivalents | (10,289) | (20,847) |
Cash and cash equivalents at beginning of period | 35,128 | 55,417 |
Cash and cash equivalents at end of period | 24,839 | 34,570 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes, net | 2,198 | 742 |
Cash paid for interest on related party loan | 110 | 0 |
Note payable for the acquisition of the Asia Pacific business | $ 0 | $ 5,658 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation Travelzoo Inc. (the “Company” or “Travelzoo”) is a global media commerce company. We inform over 29 million members in Asia Pacific, Europe and North America, as well as millions of website users, about the best travel, entertainment and local deals available from thousands of companies. Our deal experts source, research and test-book offers, recommending only those that meet Travelzoo’s rigorous quality standards. We provide travel, entertainment, and local businesses with a fast, flexible, and cost effective way to reach millions of consumers. Our revenues are generated primarily from advertising fees. Our publications and products include the Travelzoo websites (www.travelzoo.com, www.travelzoo.ca, www.travelzoo.co.uk, www.travelzoo.de, www.travelzoo.es, www.travelzoo.fr, cn.travelzoo.com, www.travelzoo.co.jp, www.travelzoo.com.au, www.travelzoo.com.hk, www.travelzoo.com.tw, among others), the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, the SuperSearch pay-per-click travel search tool, and the Travelzoo Network , a network of third-party websites that list travel deals published by Travelzoo. The Travelzoo websites include Local Deals and Getaways listings that allow our members to purchase vouchers for deals from local businesses such as spas, hotels and restaurants. We receive a percentage of the face value of the voucher from the local businesses. We also operate Fly.com , a travel search engine that allows users to quickly and easily find the best prices on flights from hundreds of airlines and online travel agencies. Ralph Bartel, who founded Travelzoo and who is a Director of the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc. ("Azzurro"). As of September 30, 2016 , Azzurro is the Company's largest stockholder, holding approximately 53.7% of the Company's outstanding shares. On August 20, 2015, we acquired the Travelzoo Asia Pacific business (“Travelzoo Asia Pacific”), which includes the Travelzoo businesses in Australia, China, Hong Kong, Japan, Taiwan, and Southeast Asia. This business was independently operated by Azzurro under a licensing agreement with Travelzoo Inc. Azzurro was the majority stockholder of Travelzoo Asia Pacific. Travelzoo Inc. accounted for the acquisition as a common control transaction and change in reporting entity. The financial results for Travelzoo Inc. have been retrospectively adjusted to include the financial results of Travelzoo Asia Pacific in the current and prior periods as though the transaction occurred at the beginning of each period presented. The Travelzoo Asia Pacific assets and liabilities have been combined with Travelzoo Inc. at their carrying values as though the transaction occurred at the beginning of each period presented. The Travelzoo Asia Pacific transaction proceeds were reflected as an equity transaction, included in retained earnings, during the period the transaction occurred, which was in 2015 . See Note 10 to the accompanying unaudited condensed consolidated financial statements for further information on the acquisition of Travelzoo Asia Pacific. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2015 , included in the Company’s Form 10-K filed with the SEC on March 14, 2016. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including the recently acquired Travelzoo Asia Pacific subsidiaries reflected in the current and prior periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future period, and the Company makes no representations related thereto. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most of the existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new accounting standard is effective for the Company for annual periods in fiscal years beginning after December 15, 2017 (as amended in August 2015 by ASU 2015-14, Deferral of the Effective Date). The Company will implement the provisions of ASU 2014-09 as of January 1, 2018. The Company has not yet selected the transition method, has not yet evaluated nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern, which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. This accounting standard update applies to all entities and is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. This accounting standard update will be effective for the Company for fiscal year ended December 31, 2016. The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated results of operations, financial position or cash flows. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for the Company beginning on January 1, 2017 with early application permitted as of the beginning of any interim or annual reporting period. The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated statement of financial position. In February 2016, the FASB issued an accounting standard update ASU 2016-02, Leases, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. This accounting standard update will be effective for the Company on January 1, 2019. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated results of operations, financial position, and cash flows and anticipates the adoption of this accounting standard will have a significant impact on the Company's consolidated financial statements given the Company has a significant number of leases. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This accounting standard update will be effective for the Company on January 1, 2017 with early adoption permitted. The Company has not yet evaluated nor has it determined the effect of the standard on its ongoing financial reporting. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. This accounting standard update is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. This accounting standard update will be effective for the Company on January 1, 2018 with early adoption permitted. The Company has not yet evaluated nor has it determined the effect of the standard on its ongoing financial reporting. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of dilutive potential common shares outstanding during the period. Potential common shares included in the diluted calculation consist of incremental shares issuable upon the exercise of outstanding stock options calculated using the treasury stock method. The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic net income per share: Net income $ 1,619 $ 8,857 $ 5,688 $ 10,429 Weighted average common shares 13,839 14,730 14,109 14,730 Basic net income per share $ 0.12 $ 0.60 $ 0.40 $ 0.71 Diluted net income per share: Net income $ 1,619 $ 8,857 $ 5,688 $ 10,429 Weighted average common shares 13,839 14,730 14,109 14,730 Effect of dilutive securities: stock options 28 — 10 — Diluted weighted average common shares 13,867 14,730 14,119 14,730 Diluted net income per share $ 0.12 $ 0.60 $ 0.40 $ 0.71 For the three and nine months ended September 30, 2016 and September 30, 2015 , options to purchase 200,000 and 775,000 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. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments The following tables summarize our financial assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Balance at September 30, 2016 Cash $ 24,839 $ 24,839 $ — $ — Total cash $ 24,839 $ 24,839 $ — $ — Certificates of deposit $ 709 $ — $ 709 $ — Merchant bank deposit 727 727 — — Total restricted cash and cash equivalent $ 1,436 $ 727 $ 709 $ — Balance at December 31, 2015 Cash $ 35,128 $ 35,128 $ — $ — Total cash $ 35,128 $ 35,128 $ — $ — Certificates of deposit $ 708 $ — $ 708 $ — Merchant bank deposit 725 725 — — Total restricted cash and cash equivalent $ 1,433 $ 725 $ 708 $ — At September 30, 2016 , and December 31, 2015 , accounts receivable, accounts payable and accrued expenses are not measured at fair value; however, the Company believes that the carrying amounts of these assets and liabilities are a reasonable estimate of their fair value because of their relative short maturity. At December 31, 2015 , the note payable to related party was not measured at fair value; however, the Company believes that the carrying amount of this liability was a reasonable estimate of its fair value because of its relatively short maturity and subsequent payment. There have been no transfers and no changes in valuation methods for these assets or liabilities for the periods ended September 30, 2016 and December 31, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company was formed as a result of a combination and merger of entities founded by the Company’s principal stockholder, Ralph Bartel. In 2002, Travelzoo.com Corporation was merged into Travelzoo Inc. Under and subject to the terms of the merger agreement, holders of promotional shares of Travelzoo.com Corporation (“Netsurfers”) who established that they had satisfied certain prerequisite qualifications were allowed a period of 2 years following the effective date of the merger to receive one share of Travelzoo Inc. in exchange for each share of common stock of Travelzoo.com Corporation. In 2004, two years following the effective date of the merger, certain promotional shares remained unexchanged. As the right to exchange these promotional shares expired, no additional shares were reserved for issuance. Thereafter, the Company began to offer a voluntary cash program for those who established that they had satisfied certain prerequisite qualifications for Netsurfer promotional shares as further described below. Beginning in 2010, the Company became subject to unclaimed property audits of various states in the United States related to the above unexchanged promotional shares. The Company recorded charges for the estimated settlements with these states of $20.0 million , $3.0 million and $22.0 million in 2011, 2012 and 2013, respectively. In 2014, the Company released $7.6 million of the reserve related to the completion of settlements with the states and in 2015 the Company paid the final settlements outstanding. Although the Company has settled the unclaimed property claims with all states, the Company may still receive inquiries from certain potential Netsurfer promotional stockholders that had not provided their state of residence to the Company by April 25, 2004. Therefore, the Company is continuing its voluntary program under which it makes cash payments to individuals related to the promotional shares for individuals whose residence was unknown by the Company and who establish that they satisfy the original conditions required for them to receive shares of Travelzoo.com Corporation, and who failed to submit requests to convert their shares into shares of Travelzoo Inc. within the required time period. This voluntary program is not available for individuals whose promotional shares have been escheated to a state by the Company, except those individuals for which their residence was unknown to the Company. The accompanying condensed consolidated financial statements include charges in general and administrative expenses of zero and $1,000 for these cash payments for the three months ended September 30, 2016 and 2015 , respectively. The accompanying condensed consolidated financial statements include charges in general and administrative expenses of $1,000 and $2,000 for these cash payments for the nine months ended September 30, 2016 and 2015 . The total cost of this program cannot be reliably estimated because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price. The Company’s common stock price affects the liability because the amount of cash payments under the program is based in part on the recent level of the stock price at the date valid requests are received. The Company does not know how many of the requests for shares originally received by Travelzoo.com Corporation in 1998 were valid, but the Company believes that only a portion of such requests were valid. In order to receive payment under this voluntary program, a person is required to establish that such person validly held shares in Travelzoo.com Corporation. The Company leases office space in Australia, Canada, China, France, Germany, Hong Kong, Japan, Singapore, Spain, Taiwan, the U.K., and the U.S. under operating leases which expire between October 31, 2016 and November 30, 2024. The Company has purchase commitments which represent the minimum obligations the Company has under agreements with certain vendors. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use. The following table summarizes principal contractual commitments as of September 30, 2016 (in thousands): 2016 2017 2018 2019 2020 Thereafter Total Operating leases $ 1,385 $ 5,448 $ 4,595 $ 4,072 $ 3,617 $ 8,518 $ 27,635 Purchase obligations 448 1,034 365 — — — 1,847 Total commitments $ 1,833 $ 6,482 $ 4,960 $ 4,072 $ 3,617 $ 8,518 $ 29,482 Local Deals and Getaways merchant payables included in accounts payable were $14.2 million and $19.1 million , as of September 30, 2016 and December 31, 2015 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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, Japan, Hong Kong, and the U.K. For the three months ended September 30, 2016 and 2015 , the Company's effective tax rate was 34% and (1,246)% , respectively. For the nine months ended September 30, 2016 and 2015 , the Company's effective tax rate was 40% and (97)% , respectively. Our effective tax rate increased for the three and nine months ended September 30, 2016 from the corresponding three and nine months ended September 30, 2015 , due primarily to the recognition of an $8.4 million tax benefit related to the unexchanged promotional shares after a lapse of certain statute of limitations in the three and nine months ended September 30, 2015 . U.S. income and foreign withholding taxes have not been provided on undistributed earnings for certain non-U.S. subsidiaries. The undistributed earnings on a book basis for the non-U.S. subsidiaries as of September 30, 2016 are approximately $11.7 million . The Company intends to reinvest these earnings indefinitely in its operations outside the U.S. If the undistributed earnings are remitted to the U.S., these amounts would be taxable in the U.S. at the current federal and state tax rates net of foreign tax credits. Also, depending on the jurisdiction any distribution may be subject to withholding taxes at rates applicable for that jurisdiction. The estimated amount of the unrecognized deferred tax liability attributed to future dividend distributions of undistributed earnings is approximately $624,000 at September 30, 2016 . The Company maintains liabilities for uncertain tax positions. At September 30, 2016 , the Company had approximately $2.1 million in total unrecognized tax benefits, which if recognized, would favorably affect the Company’s effective income tax rate. The Company’s policy is to include interest and penalties related to 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 September 30, 2016 and December 31, 2015 , the Company had approximately $983,000 and $872,000 , respectively, in accrued interest and penalties related to uncertain tax positions. The Company is in various stages of multiple year examinations by federal taxing authorities. Although the timing of initiation, resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of the gross unrecognized tax benefits related to the method of computing income taxes in certain jurisdictions and losses reported on certain income tax returns could significantly change in the next 12 months . These changes may occur through settlement with the taxing authorities or the expiration of the statute of limitations on the returns filed. The Company is unable to estimate the range of possible adjustments to the balance of the gross unrecognized tax benefits. The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2008 and is subject to California tax examinations for years after 2005. The material foreign jurisdictions where the Company is subject to potential examinations by tax authorities are the France, Germany, Spain and United Kingdom for tax years after 2009. The Company's 2009 federal income tax return is currently under examination, including a review of the impact of the sale of Asia Pacific business segment in 2009. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating income. The Company has received a Revenue Agent’s Report (RAR) generally issued at the conclusion of an IRS examination, which was consistent with the Notice of Proposed Adjustment it received earlier from the IRS for the 2009 calendar year related to the sale of our Asia Pacific business segment with additional penalties. The RAR proposes an increase to the Company's U.S. taxable income which would result in additional federal tax, federal penalty and state tax expense totaling approximately $31.0 million , excluding interest and state penalties, if any. The proposed adjustment is primarily driven by the IRS’s view that the Asia Pacific business segment assets sold by the Company had a significantly higher valuation than the sales proceeds the Company received upon the sale. The Company disagrees with the proposed adjustments and intends to vigorously contest them. The Company did not make any adjustments to its liabilities for uncertain tax positions related to the RAR during the three months ended September 30, 2016 because the Company does not believe the IRS’s valuation of the Asia Pacific business segment assets is appropriate. If we are not able to resolve these proposed adjustments at the IRS examination level, we plan to pursue all available administrative and, if necessary, judicial remedies. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated balances of other comprehensive loss (in thousands): Three Months Ended September 30, 2016 2015 Beginning balance $ (3,625 ) $ (3,522 ) Other comprehensive loss due to foreign currency translation, net of tax (184 ) (362 ) Ending balance $ (3,809 ) $ (3,884 ) Nine Months Ended September 30, 2016 2015 Beginning balance $ (3,908 ) $ (2,602 ) Other comprehensive income (loss) due to foreign currency translation, net of tax 99 (1,282 ) Ending balance $ (3,809 ) $ (3,884 ) There were no amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2016 and 2015 . |
Stock-Based Compensation and St
Stock-Based Compensation and Stock Options | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation and Stock Options | Stock-Based Compensation and Stock Options In November 2009, the Company granted an executive stock options to purchase 300,000 shares of common stock with an exercise price of $14.97 , of which 75,000 options vest and became exercisable annually starting July 1, 2011. The options' original expiration date was November 2019. As of September 30, 2016 , 300,000 of these options were forfeited upon the departure of the executive. In January 2012, the Company granted certain executives stock options to purchase 100,000 shares of common stock with an exercise price of $28.98 , of which 25,000 options became exercisable annually starting January 23, 2013. The options expire in January 2022. As of September 30, 2016 , 50,000 options were outstanding and vested. During 2014 , 25,000 options were canceled and 25,000 options were forfeited upon the departure of an executive. Total stock-based compensation for the three months ended September 30, 2016 and 2015 related to the outstanding stock option grant were $0 and $60,000 , respectively. Total stock-based compensation for the nine months ended September 30, 2016 and 2015 related to the outstanding stock option grant were $5,000 and $119,000 , respectively. As of September 30, 2016 , there was no unrecognized stock-based compensation expense relating to these options. In July 2013, the Company granted an executive stock options to purchase 75,000 shares of common stock with an exercise price of $29.58 , of which 25,000 options became exercisable annually starting July 1, 2015. The options' original expiration date was July 2023. As of September 30, 2016 , 25,000 options were forfeited and 50,000 of these options were canceled upon the departure of the executive. In September 2015, the Company granted an executive stock options to purchase 400,000 shares of common stock with an exercise price of $8.07 , of which 50,000 options became exercisable quarterly starting March 31, 2016. The options expire in September 2025. As of September 30, 2016 , 400,000 options were outstanding and 100,000 of these options were vested. Total stock-based compensation for the three and nine months ended September 30, 2016 , related to this option grant were $196,000 and $587,000 , respectively. As of September 30, 2016 , there was approximately $1.0 million of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 1.3 years . See Note 10 to the accompanying unaudited condensed consolidated financial statements for further information. In March 2016, the Company granted certain executives stock options to purchase 150,000 shares of common stock with an exercise price of $8.55 , of which 37,500 options vest and become exercisable annually starting on March 7, 2017. The options expire in March 2026. As of September 30, 2016 , 150,000 options were outstanding and none of these options were vested. Total stock-based compensation for the three and nine months ended September 30, 2016 , related to these option grants were $54,000 and $100,000 , respectively. As of September 30, 2016 , there was approximately $609,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 3.5 years . |
Stock Repurchase Program
Stock Repurchase Program | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase Program The Company's stock repurchase programs assist in offsetting the impact of dilution from employee equity compensation and assist with capital allocation. Management is allowed discretion in the execution of the repurchase program based upon market conditions and consideration of capital allocation. In July 2012, the Company announced a stock repurchase program authorizing the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock. There were 29,000 shares remaining to be repurchased under this program as of December 31, 2013 , which were repurchased in 2014 . In January 2014 , the Company announced a stock repurchase program authorizing the repurchase of up to 500,000 shares of the Company’s outstanding common stock. During the year ended December 31, 2014 , the Company repurchased 261,000 shares of common stock for an aggregate purchase price of $5.9 million , which were recorded as part of treasury stock as of December 31, 2014 . During the year ended December 31, 2015 , the Company repurchased 212,000 shares of common stock for an aggregate purchase price of $1.7 million . The shares repurchased under this program were retired as of December 31, 2015 . There were 56,000 shares remaining to be repurchased under this program as of December 31, 2015 , which were repurchased and retired during the three months ended March 31, 2016 . In February 2016 , the Company announced a stock repurchase program authorizing the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock. During the three months ended March 31, 2016 , the Company repurchased 246,000 shares of common stock, including the 56,000 shares from the previous stock repurchase program, for an aggregate purchase price of $2.0 million , which were retired as of March 31, 2016 . During the three months ended June 30, 2016 , the Company repurchased 383,000 shares of common stock, for an aggregate purchase price of $3.0 million , which were retired as of June 30, 2016 . During the three months ended September 30, 2016 , the Company repurchased 64,000 shares of common stock, for an aggregate purchase price of $582,000 , which were retired as of September 30, 2016 . There were 363,000 shares remaining to be repurchased under this program as of September 30, 2016 . |
Segment Reporting and Significa
Segment Reporting and Significant Customer Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segments Reporting and Significant Customer Information | Segment Reporting and Significant Customer Information The Company manages its business geographically and has three reportable operating segments: Asia Pacific, Europe and North America. Asia Pacific consists of the Company's operations in Australia, China, Hong Kong, Japan, Taiwan, and Southeast Asia. Europe consists of the Company’s operations in France, Germany, Spain, and the U.K. North America consists of the Company’s operations in Canada and the U.S. Management relies on an internal management reporting process that provides revenue and segment operating income (loss) for making financial decisions and allocating resources. Management believes that segment revenues and operating income (loss) are appropriate measures of evaluating the operational performance of the Company’s segments. The following is a summary of operating results and assets (in thousands) by business segment: Three Months Ended September 30, 2016 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 2,531 $ 9,003 $ 18,906 $ — $ 30,440 Intersegment revenues 35 (188 ) 153 — — Total net revenues 2,566 8,815 19,059 — 30,440 Operating income (loss) $ (790 ) $ 1,626 $ 1,369 $ — $ 2,205 Three Months Ended September 30, 2015 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 2,746 $ 10,444 $ 20,538 $ — $ 33,728 Intersegment revenues (28 ) (127 ) 155 — — Total net revenues 2,718 10,317 20,693 — 33,728 Operating income (loss) $ (414 ) $ 587 $ 687 $ — $ 860 Nine Months Ended September 30, 2016 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 7,202 $ 29,915 $ 62,173 $ — $ 99,290 Intersegment revenues 71 (509 ) 438 — — Total net revenues 7,273 29,406 62,611 — 99,290 Operating income (loss) $ (3,058 ) $ 5,511 $ 6,676 — $ 9,129 Nine Months Ended September 30, 2015 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 8,127 $ 32,560 $ 68,978 $ — $ 109,665 Intersegment revenues (48 ) (422 ) 470 — — Total net revenues 8,079 32,138 69,448 — 109,665 Operating income (loss) $ (1,515 ) $ 2,363 $ 5,322 $ — $ 6,170 As of September 30, 2016 Asia Pacific Europe North America Elimination Consolidated Long-lived assets $ 249 $ 895 $ 5,586 $ — $ 6,730 Total assets $ 4,304 $ 47,064 $ 71,643 $ (66,551 ) $ 56,460 As of December 31, 2015 Asia Pacific Europe North America Elimination Consolidated Long-lived assets $ 369 $ 899 $ 6,652 $ — $ 7,920 Total assets $ 5,845 $ 54,452 $ 71,626 $ (63,344 ) $ 68,579 Revenue for each segment is recognized based on the customer location within a designated geographic region. Property and equipment are attributed to the geographic region in which the assets are located. Revenues from unaffiliated customers excludes intersegment revenues and represents revenue with parties unaffiliated with Travelzoo Inc. and its wholly owned subsidiaries. For the three months ended September 30, 2016 and 2015 , the Company did not have any customers that accounted for 10% or more of revenue. As of September 30, 2016 and December 31, 2015 , the Company had one Search customer that accounted for 17% and 15% , respectively, of accounts receivable. The following table sets forth the breakdown of revenues (in thousands) by category and segment. Travel revenue includes travel publications ( Top 20 , Website , Newsflash , Travelzoo Network ), Getaways vouchers and hotel platform. Search revenue includes SuperSearch and Fly.com . Local revenue includes Local Deals vouchers and entertainment offers (vouchers and direct bookings). Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Asia Pacific Travel $ 2,335 $ 2,426 $ 6,582 $ 7,029 Search 8 3 22 30 Local 223 289 669 1,020 Total Asia Pacific revenues $ 2,566 $ 2,718 $ 7,273 $ 8,079 Europe Travel $ 7,357 $ 8,190 $ 24,439 $ 25,793 Search 341 725 917 2,064 Local 1,117 1,402 4,050 4,281 Total Europe revenues $ 8,815 $ 10,317 $ 29,406 $ 32,138 North America Travel $ 12,493 $ 12,986 $ 41,490 $ 43,716 Search 3,268 3,816 10,902 12,453 Local 3,298 3,891 10,219 13,279 Total North America revenues $ 19,059 $ 20,693 $ 62,611 $ 69,448 Consolidated Travel $ 22,185 $ 23,602 $ 72,511 $ 76,538 Search 3,617 4,544 11,841 14,547 Local 4,638 5,582 14,938 18,580 Total revenues $ 30,440 $ 33,728 $ 99,290 $ 109,665 Revenue by geography is based on the billing address of the advertiser. Long-lived assets attributed to the U.S. and international geographies are based upon the country in which the asset is located or owned. The following table sets forth revenue for countries that exceed 10% of total revenue (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue United States $ 18,035 $ 19,465 $ 59,224 $ 65,391 United Kingdom 5,705 6,686 19,373 21,413 Rest of the world 6,700 7,577 20,693 22,861 Total revenues $ 30,440 $ 33,728 $ 99,290 $ 109,665 The following table sets forth long lived asset by geographic area (in thousands): As of September 30, 2016 As of December 31, 2015 United States $ 5,124 $ 6,167 Rest of the world 1,606 1,753 Total long lived assets $ 6,730 $ 7,920 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On August 20, 2015, Travelzoo acquired the Travelzoo Asia Pacific business (“Travelzoo Asia Pacific”), which includes the Travelzoo businesses in Australia, China, Hong Kong, Japan, Taiwan, and Southeast Asia. This business was independently operated by Azzurro Capital Inc. ("Azzurro") under a licensing agreement with Travelzoo Inc. The Company held an option right to acquire Travelzoo Asia Pacific at fair market value as determined by a third party valuation expert. Under the terms of the definitive acquisition agreement, Travelzoo (Europe) Limited, a United Kingdom subsidiary of the Company, was authorized by the Company to exercise the option right to acquire Travelzoo Asia Pacific for a fair market transaction value of $22.6 million , subject to a working capital adjustment, using available cash of $17.0 million and a promissory note of $5.7 million with a maturity date of three years. In January 2016, Travelzoo (Europe) Limited paid off the promissory note of $5.7 million using available cash in Europe. The Company’s board of directors established a special committee (the “Special Committee”), consisting of independent and disinterested directors and provided it with the exclusive power and authority to determine whether any potential transaction to acquire Travelzoo Asia Pacific was advisable, fair to and in the best interests of the Company's stockholders other than Azzurro, the principal stockholder of Travelzoo Inc. The Special Committee engaged independent legal counsel and an independent financial advisor, Stout Risius Ross, Inc. (“SRR”). The Special Committee obtained the right to select its own independent financial advisor, SRR, to independently determine the fair market value of Travelzoo Asia Pacific to be used as the option exercise price and received an opinion from SRR regarding the fairness of the Travelzoo Asia Pacific transaction from a financial point of view. SRR determined that $22.6 million represented the fair market value of Travelzoo Asia Pacific to be used as the option exercise price based upon the use of established valuation methodologies. The Special Committee, which was composed solely of independent and disinterested directors, unanimously approved the acquisition of Travelzoo Asia Pacific at the fair market value option exercise price with the assistance of its independent legal and financial advisors. Ralph Bartel, who founded Travelzoo and who is a Director of the Company is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. As of September 30, 2016 , Azzurro is the Company's largest stockholder, holding approximately 53.7% of the Company’s outstanding shares. Since Azzurro had a controlling interest in both Travelzoo Inc. and Travelzoo Asia Pacific at the time of the transaction and in prior periods, this transaction is accounted for as a common control transaction and a change in reporting entity for the Company. The financial results for Travelzoo Inc. have been retrospectively adjusted to include the financial results of Travelzoo Asia Pacific for prior periods as though the transaction occurred at the beginning of each period presented, including the following adjustments: Three Months Ended Nine Months Ended September 30, September 30, 2015 2015 Revenue $ 2,718 $ 8,079 Operating loss $ (414 ) $ (1,515 ) Net Loss $ (480 ) $ (2,148 ) Other Comprehensive income $ 115 $ 303 Basic and diluted loss per share $ (0.03 ) $ (0.15 ) The Travelzoo Asia Pacific assets and liabilities have been combined with Travelzoo Inc. at their carrying values as though the transaction occurred at the beginning of each period presented. At September 30, 2016 , and December 31, 2015 , Travelzoo Asia Pacific net liabilities, total assets minus total liabilities, were $9.9 million , and $6.8 million , respectively. The Travelzoo Asia Pacific transaction proceeds of $22.6 million were reflected as an equity transaction, included in retained earnings, during the period the transaction occurred, which was in the year ended December 31, 2015 . Travelzoo (Europe) Limited, a United Kingdom subsidiary of the Company, acquired the Asia Pacific business, which includes certain customary seller indemnifications, through the acquisition of Travelzoo (Asia) Limited, including its wholly owned subsidiaries, and Travelzoo Japan KK. All significant intercompany accounts and transactions between Travelzoo Inc. and the acquired Travelzoo Asia Pacific entities have been eliminated for all periods presented. In November 2014, Azzurro provided a loan to Travelzoo Asia Pacific of $1.0 million with a stated interest rate of 8% . There was a $1.0 million loan and $5,000 accrued interest due to Azzurro as of December 31, 2014 . From January 1, 2015 to August 20, 2015 , Azzurro provided loans to Travelzoo Asia Pacific amounting to $2.2 million with a stated interest rate of 10% . In September 2015, the Company paid the due and outstanding principal loan amount of $3.3 million and accrued interest of $128,000 . On August 20, 2015, as part of the transaction proceeds Travelzoo (Europe) Limited issued a promissory note to Azzurro with a principal amount of $5.7 million , with a maturity date of August 20, 2018 and the ability to pay off principal prior to this maturity date with no prepayment penalty and a stated interest rate of 7% , which is due and payable on a quarterly basis. There were $5.7 million loans due to Azzurro as of December 31, 2015 . In January 2016, Travelzoo (Europe) Limited paid off the full amount of the loan of $5.7 million and interest of $110,000 . On September 28, 2015, Holger Bartel, Executive Chairman and Chairman of the Board of Directors, was granted 400,000 stock options that vest through December 31, 2017 in connection with his appointment to the role of Global Chief Executive Officer. See Note 7 to the accompanying unaudited condensed consolidated financial statements for further information. |
The Company and Basis of Pres17
The Company and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company and Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2015 , included in the Company’s Form 10-K filed with the SEC on March 14, 2016. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including the recently acquired Travelzoo Asia Pacific subsidiaries reflected in the current and prior periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future period, and the Company makes no representations related thereto. Travelzoo Inc. (the “Company” or “Travelzoo”) is a global media commerce company. We inform over 29 million members in Asia Pacific, Europe and North America, as well as millions of website users, about the best travel, entertainment and local deals available from thousands of companies. Our deal experts source, research and test-book offers, recommending only those that meet Travelzoo’s rigorous quality standards. We provide travel, entertainment, and local businesses with a fast, flexible, and cost effective way to reach millions of consumers. Our revenues are generated primarily from advertising fees. Our publications and products include the Travelzoo websites (www.travelzoo.com, www.travelzoo.ca, www.travelzoo.co.uk, www.travelzoo.de, www.travelzoo.es, www.travelzoo.fr, cn.travelzoo.com, www.travelzoo.co.jp, www.travelzoo.com.au, www.travelzoo.com.hk, www.travelzoo.com.tw, among others), the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, the SuperSearch pay-per-click travel search tool, and the Travelzoo Network , a network of third-party websites that list travel deals published by Travelzoo. The Travelzoo websites include Local Deals and Getaways listings that allow our members to purchase vouchers for deals from local businesses such as spas, hotels and restaurants. We receive a percentage of the face value of the voucher from the local businesses. We also operate Fly.com , a travel search engine that allows users to quickly and easily find the best prices on flights from hundreds of airlines and online travel agencies. Ralph Bartel, who founded Travelzoo and who is a Director of the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc. ("Azzurro"). As of September 30, 2016 , Azzurro is the Company's largest stockholder, holding approximately 53.7% of the Company's outstanding shares. On August 20, 2015, we acquired the Travelzoo Asia Pacific business (“Travelzoo Asia Pacific”), which includes the Travelzoo businesses in Australia, China, Hong Kong, Japan, Taiwan, and Southeast Asia. This business was independently operated by Azzurro under a licensing agreement with Travelzoo Inc. Azzurro was the majority stockholder of Travelzoo Asia Pacific. Travelzoo Inc. accounted for the acquisition as a common control transaction and change in reporting entity. The financial results for Travelzoo Inc. have been retrospectively adjusted to include the financial results of Travelzoo Asia Pacific in the current and prior periods as though the transaction occurred at the beginning of each period presented. The Travelzoo Asia Pacific assets and liabilities have been combined with Travelzoo Inc. at their carrying values as though the transaction occurred at the beginning of each period presented. The Travelzoo Asia Pacific transaction proceeds were reflected as an equity transaction, included in retained earnings, during the period the transaction occurred, which was in 2015 . See Note 10 to the accompanying unaudited condensed consolidated financial statements for further information on the acquisition of Travelzoo Asia Pacific. |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most of the existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new accounting standard is effective for the Company for annual periods in fiscal years beginning after December 15, 2017 (as amended in August 2015 by ASU 2015-14, Deferral of the Effective Date). The Company will implement the provisions of ASU 2014-09 as of January 1, 2018. The Company has not yet selected the transition method, has not yet evaluated nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern, which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. This accounting standard update applies to all entities and is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. This accounting standard update will be effective for the Company for fiscal year ended December 31, 2016. The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated results of operations, financial position or cash flows. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for the Company beginning on January 1, 2017 with early application permitted as of the beginning of any interim or annual reporting period. The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated statement of financial position. In February 2016, the FASB issued an accounting standard update ASU 2016-02, Leases, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. This accounting standard update will be effective for the Company on January 1, 2019. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated results of operations, financial position, and cash flows and anticipates the adoption of this accounting standard will have a significant impact on the Company's consolidated financial statements given the Company has a significant number of leases. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This accounting standard update will be effective for the Company on January 1, 2017 with early adoption permitted. The Company has not yet evaluated nor has it determined the effect of the standard on its ongoing financial reporting. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. This accounting standard update is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. This accounting standard update will be effective for the Company on January 1, 2018 with early adoption permitted. The Company has not yet evaluated nor has it determined the effect of the standard on its ongoing financial reporting. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Basic and diluted net income per share | The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic net income per share: Net income $ 1,619 $ 8,857 $ 5,688 $ 10,429 Weighted average common shares 13,839 14,730 14,109 14,730 Basic net income per share $ 0.12 $ 0.60 $ 0.40 $ 0.71 Diluted net income per share: Net income $ 1,619 $ 8,857 $ 5,688 $ 10,429 Weighted average common shares 13,839 14,730 14,109 14,730 Effect of dilutive securities: stock options 28 — 10 — Diluted weighted average common shares 13,867 14,730 14,119 14,730 Diluted net income per share $ 0.12 $ 0.60 $ 0.40 $ 0.71 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Presentation of fair value of financial assets using the inputs | The following tables summarize our financial assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) Balance at September 30, 2016 Cash $ 24,839 $ 24,839 $ — $ — Total cash $ 24,839 $ 24,839 $ — $ — Certificates of deposit $ 709 $ — $ 709 $ — Merchant bank deposit 727 727 — — Total restricted cash and cash equivalent $ 1,436 $ 727 $ 709 $ — Balance at December 31, 2015 Cash $ 35,128 $ 35,128 $ — $ — Total cash $ 35,128 $ 35,128 $ — $ — Certificates of deposit $ 708 $ — $ 708 $ — Merchant bank deposit 725 725 — — Total restricted cash and cash equivalent $ 1,433 $ 725 $ 708 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of principal contractual commitments | The following table summarizes principal contractual commitments as of September 30, 2016 (in thousands): 2016 2017 2018 2019 2020 Thereafter Total Operating leases $ 1,385 $ 5,448 $ 4,595 $ 4,072 $ 3,617 $ 8,518 $ 27,635 Purchase obligations 448 1,034 365 — — — 1,847 Total commitments $ 1,833 $ 6,482 $ 4,960 $ 4,072 $ 3,617 $ 8,518 $ 29,482 |
Accumulated Other Comprehensi21
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of changes in accumulated balances of other comprehensive loss | The following table summarizes the changes in accumulated balances of other comprehensive loss (in thousands): Three Months Ended September 30, 2016 2015 Beginning balance $ (3,625 ) $ (3,522 ) Other comprehensive loss due to foreign currency translation, net of tax (184 ) (362 ) Ending balance $ (3,809 ) $ (3,884 ) Nine Months Ended September 30, 2016 2015 Beginning balance $ (3,908 ) $ (2,602 ) Other comprehensive income (loss) due to foreign currency translation, net of tax 99 (1,282 ) Ending balance $ (3,809 ) $ (3,884 ) |
Segment Reporting and Signifi22
Segment Reporting and Significant Customer Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summary of operating results from continuing operations by business segment | The following is a summary of operating results and assets (in thousands) by business segment: Three Months Ended September 30, 2016 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 2,531 $ 9,003 $ 18,906 $ — $ 30,440 Intersegment revenues 35 (188 ) 153 — — Total net revenues 2,566 8,815 19,059 — 30,440 Operating income (loss) $ (790 ) $ 1,626 $ 1,369 $ — $ 2,205 Three Months Ended September 30, 2015 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 2,746 $ 10,444 $ 20,538 $ — $ 33,728 Intersegment revenues (28 ) (127 ) 155 — — Total net revenues 2,718 10,317 20,693 — 33,728 Operating income (loss) $ (414 ) $ 587 $ 687 $ — $ 860 Nine Months Ended September 30, 2016 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 7,202 $ 29,915 $ 62,173 $ — $ 99,290 Intersegment revenues 71 (509 ) 438 — — Total net revenues 7,273 29,406 62,611 — 99,290 Operating income (loss) $ (3,058 ) $ 5,511 $ 6,676 — $ 9,129 Nine Months Ended September 30, 2015 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 8,127 $ 32,560 $ 68,978 $ — $ 109,665 Intersegment revenues (48 ) (422 ) 470 — — Total net revenues 8,079 32,138 69,448 — 109,665 Operating income (loss) $ (1,515 ) $ 2,363 $ 5,322 $ — $ 6,170 |
Reconciliation of total assets from reportable segments to consolidated assets | As of September 30, 2016 Asia Pacific Europe North America Elimination Consolidated Long-lived assets $ 249 $ 895 $ 5,586 $ — $ 6,730 Total assets $ 4,304 $ 47,064 $ 71,643 $ (66,551 ) $ 56,460 As of December 31, 2015 Asia Pacific Europe North America Elimination Consolidated Long-lived assets $ 369 $ 899 $ 6,652 $ — $ 7,920 Total assets $ 5,845 $ 54,452 $ 71,626 $ (63,344 ) $ 68,579 |
Breakdown of revenues and long-lived assets by category and segment | The following table sets forth the breakdown of revenues (in thousands) by category and segment. Travel revenue includes travel publications ( Top 20 , Website , Newsflash , Travelzoo Network ), Getaways vouchers and hotel platform. Search revenue includes SuperSearch and Fly.com . Local revenue includes Local Deals vouchers and entertainment offers (vouchers and direct bookings). Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Asia Pacific Travel $ 2,335 $ 2,426 $ 6,582 $ 7,029 Search 8 3 22 30 Local 223 289 669 1,020 Total Asia Pacific revenues $ 2,566 $ 2,718 $ 7,273 $ 8,079 Europe Travel $ 7,357 $ 8,190 $ 24,439 $ 25,793 Search 341 725 917 2,064 Local 1,117 1,402 4,050 4,281 Total Europe revenues $ 8,815 $ 10,317 $ 29,406 $ 32,138 North America Travel $ 12,493 $ 12,986 $ 41,490 $ 43,716 Search 3,268 3,816 10,902 12,453 Local 3,298 3,891 10,219 13,279 Total North America revenues $ 19,059 $ 20,693 $ 62,611 $ 69,448 Consolidated Travel $ 22,185 $ 23,602 $ 72,511 $ 76,538 Search 3,617 4,544 11,841 14,547 Local 4,638 5,582 14,938 18,580 Total revenues $ 30,440 $ 33,728 $ 99,290 $ 109,665 Revenue by geography is based on the billing address of the advertiser. Long-lived assets attributed to the U.S. and international geographies are based upon the country in which the asset is located or owned. The following table sets forth revenue for countries that exceed 10% of total revenue (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue United States $ 18,035 $ 19,465 $ 59,224 $ 65,391 United Kingdom 5,705 6,686 19,373 21,413 Rest of the world 6,700 7,577 20,693 22,861 Total revenues $ 30,440 $ 33,728 $ 99,290 $ 109,665 The following table sets forth long lived asset by geographic area (in thousands): As of September 30, 2016 As of December 31, 2015 United States $ 5,124 $ 6,167 Rest of the world 1,606 1,753 Total long lived assets $ 6,730 $ 7,920 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The financial results for Travelzoo Inc. have been retrospectively adjusted to include the financial results of Travelzoo Asia Pacific for prior periods as though the transaction occurred at the beginning of each period presented, including the following adjustments: Three Months Ended Nine Months Ended September 30, September 30, 2015 2015 Revenue $ 2,718 $ 8,079 Operating loss $ (414 ) $ (1,515 ) Net Loss $ (480 ) $ (2,148 ) Other Comprehensive income $ 115 $ 303 Basic and diluted loss per share $ (0.03 ) $ (0.15 ) |
The Company and Basis of Pres24
The Company and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2016subscriber | |
The Company and Basis of Presentation (Additional Textual) [Abstract] | |
Number of subscribers (over) | 29,000,000 |
Majority Shareholder | |
The Company and Basis of Presentation (Additional Textual) [Abstract] | |
Percent of outstanding shares held by related party | 53.70% |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic net income per share: | ||||
Net income | $ 1,619 | $ 8,857 | $ 5,688 | $ 10,429 |
Weighted average common shares (in shares) | 13,839 | 14,730 | 14,109 | 14,730 |
Basic net income per share (in dollars per share) | $ 0.12 | $ 0.60 | $ 0.40 | $ 0.71 |
Diluted net income per share: | ||||
Net income | $ 1,619 | $ 8,857 | $ 5,688 | $ 10,429 |
Weighted average common shares (in shares) | 13,839 | 14,730 | 14,109 | 14,730 |
Effect of dilutive securities: stock options (in shares) | 28 | 0 | 10 | 0 |
Diluted weighted average common shares (in shares) | 13,867 | 14,730 | 14,119 | 14,730 |
Diluted net income per share (in dollars per share) | $ 0.12 | $ 0.60 | $ 0.40 | $ 0.71 |
Anti-dilutive shares not included in computation of net income per common share (in shares) | 200 | 775 | 200 | 775 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | $ 1,436 | $ 1,433 |
(Level 1) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 727 | 725 |
(Level 2) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 709 | 708 |
(Level 3) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Cash | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 24,839 | 35,128 |
Cash | (Level 1) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 24,839 | 35,128 |
Cash | (Level 2) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Cash | (Level 3) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Total cash | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 24,839 | 35,128 |
Total cash | (Level 1) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 24,839 | 35,128 |
Total cash | (Level 2) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Total cash | (Level 3) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Certificates of deposit | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 709 | 708 |
Certificates of deposit | (Level 1) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Certificates of deposit | (Level 2) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 709 | 708 |
Certificates of deposit | (Level 3) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Merchant bank deposit | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 727 | 725 |
Merchant bank deposit | (Level 1) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 727 | 725 |
Merchant bank deposit | (Level 2) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 0 | 0 |
Merchant bank deposit | (Level 3) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | $ 0 | $ 0 |
Commitments and Contingencies27
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2002 | Dec. 31, 2015 | |
Loss Contingencies | |||||||||||
Charge in general and administrative expenses | $ 0 | $ 1,000 | $ 1,000 | $ 2,000 | |||||||
Operating leases | |||||||||||
2,016 | 1,385,000 | 1,385,000 | |||||||||
2,017 | 5,448,000 | 5,448,000 | |||||||||
2,018 | 4,595,000 | 4,595,000 | |||||||||
2,019 | 4,072,000 | 4,072,000 | |||||||||
2,020 | 3,617,000 | 3,617,000 | |||||||||
Thereafter | 8,518,000 | 8,518,000 | |||||||||
Total | 27,635,000 | 27,635,000 | |||||||||
Purchase obligations | |||||||||||
2,016 | 448,000 | 448,000 | |||||||||
2,017 | 1,034,000 | 1,034,000 | |||||||||
2,018 | 365,000 | 365,000 | |||||||||
2,019 | 0 | 0 | |||||||||
2,020 | 0 | 0 | |||||||||
Thereafter | 0 | 0 | |||||||||
Total | 1,847,000 | 1,847,000 | |||||||||
Total commitments | |||||||||||
Total Commitments, Due in 2016 | 1,833,000 | 1,833,000 | |||||||||
Total Commitments, Due in 2017 | 6,482,000 | 6,482,000 | |||||||||
Total Commitments, Due in 2018 | 4,960,000 | 4,960,000 | |||||||||
Total Commitments, Due in 2019 | 4,072,000 | 4,072,000 | |||||||||
Total Commitments, Due in 2020 | 3,617,000 | 3,617,000 | |||||||||
Total Commitments, Due Thereafter | 8,518,000 | 8,518,000 | |||||||||
Total | 29,482,000 | 29,482,000 | |||||||||
Local deals and getaway merchant payables | $ 14,200,000 | $ 14,200,000 | $ 19,100,000 | ||||||||
Pending Litigation | Unclaimed Property Audits Related to Unexchanged Promotional Shares | |||||||||||
Loss Contingencies | |||||||||||
Unexchanged promotional shares | $ 22,000,000 | $ 3,000,000 | $ 20,000,000 | ||||||||
Release of reserve for unexchanged shares | $ 7,600,000 | ||||||||||
Travel Zoo Com Corporation | |||||||||||
Loss Contingencies | |||||||||||
Period for receiving shares under merger (in years) | 2 years | 2 years | |||||||||
Number of shares exchanged under merger (in shares) | 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Taxes (Textual) [Abstract] | |||||
Effective tax rate (percent) | 34.00% | (1246.00%) | 40.00% | (97.00%) | |
Tax benefit related to unexchanged promotional shares after a lapse of certain statute of limitations | $ 8,400 | $ 8,400 | |||
Undistributed earnings on a book basis for the non-U.S. subsidiaries | $ 11,700 | $ 11,700 | |||
Unrecognized deferred tax liability related to undistributed earnings of non-U.S. subsidiaries | 624 | 624 | |||
Total unrecognized tax benefits | 2,100 | 2,100 | |||
Accrued interest and penalties | 983 | 983 | $ 872 | ||
Expected additional federal and state tax expense | $ 31,000 | $ 31,000 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | $ 21,387,000 | |||
Ending balance | $ 20,795,000 | 20,795,000 | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | $ 0 | 0 | $ 0 |
AOCI | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | (3,625,000) | (3,522,000) | (3,908,000) | (2,602,000) |
Ending balance | (3,809,000) | (3,884,000) | (3,809,000) | (3,884,000) |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Other comprehensive income (loss) due to foreign currency translation, net of tax | $ (184,000) | $ (362,000) | $ 99,000 | $ (1,282,000) |
Stock-Based Compensation and 30
Stock-Based Compensation and Stock Options (Details) - Stock Options - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2016 | Sep. 30, 2015 | Jul. 31, 2013 | Jan. 31, 2012 | Nov. 30, 2009 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | |
November 2009 Plan | ||||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||||
Employee options granted to purchase shares of common stock (in shares) | 300,000 | |||||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 14.97 | |||||||||
Options vested and become exercisable annually (in shares) | 75,000 | |||||||||
Options forfeited (in shares) | 300,000 | |||||||||
January 2012 Plan | ||||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||||
Employee options granted to purchase shares of common stock (in shares) | 100,000 | |||||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 28.98 | |||||||||
Options vested and become exercisable annually (in shares) | 25,000 | |||||||||
Options outstanding (in shares) | 50,000 | 50,000 | ||||||||
Options forfeited (in shares) | 25,000 | |||||||||
Options canceled (in shares) | 25,000 | |||||||||
Total stock-based compensation expense | $ 0 | $ 60,000 | $ 5,000 | $ 119,000 | ||||||
Unrecognized stock-based compensation expense | $ 0 | $ 0 | ||||||||
Options vested (in shares) | 50,000 | 50,000 | ||||||||
July 2013 Plan | ||||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||||
Employee options granted to purchase shares of common stock (in shares) | 75,000 | |||||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 29.58 | |||||||||
Options vested and become exercisable annually (in shares) | 25,000 | |||||||||
Options forfeited (in shares) | 25,000 | |||||||||
Options canceled (in shares) | 50,000 | |||||||||
September 2015 Plan | ||||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||||
Employee options granted to purchase shares of common stock (in shares) | 400,000 | |||||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 8.07 | |||||||||
Options outstanding (in shares) | 400,000 | 400,000 | ||||||||
Total stock-based compensation expense | $ 196,000 | $ 587,000 | ||||||||
Unrecognized stock-based compensation expense | $ 1,000,000 | $ 1,000,000 | ||||||||
Options vested and become exercisable quarterly (in shares) | 50,000 | |||||||||
Options vested (in shares) | 100,000 | 100,000 | ||||||||
Expected duration for recognition of stock based compensation expense (in years) | 1 year 3 months 18 days | |||||||||
March 2016 Plan | ||||||||||
Stock-Based Compensation (Textual) [Abstract] | ||||||||||
Employee options granted to purchase shares of common stock (in shares) | 150,000 | |||||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 8.55 | |||||||||
Options vested and become exercisable annually (in shares) | 37,500 | |||||||||
Options outstanding (in shares) | 150,000 | 150,000 | ||||||||
Total stock-based compensation expense | $ 54,000 | $ 100,000 | ||||||||
Unrecognized stock-based compensation expense | $ 609,000 | $ 609,000 | ||||||||
Options vested (in shares) | 0 | 0 | ||||||||
Expected duration for recognition of stock based compensation expense (in years) | 3 years 6 months |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 29, 2016 | Jan. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | |
Class of Stock [Line Items] | |||||||||
Number of shares authorized to be repurchased (up to) (in shares) | 1,000,000 | 500,000 | 1,000,000 | ||||||
Remaining number of shares authorized to be repurchased (in shares) | 363,000 | 56,000 | 29,000 | ||||||
Treasury Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares repurchase and retired during period (in shares) | 64,000 | 383,000 | 246,000 | 212,000 | 261,000 | ||||
Stock repurchased during period, value | $ 582 | $ 3,000 | $ 2,000 | $ 1,700 | $ 5,900 |
Segment Reporting and Signifi32
Segment Reporting and Significant Customer Information - Operating Results from Continuing Operations and Assets by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | $ 30,440 | $ 33,728 | $ 99,290 | $ 109,665 |
Operating income (loss) | 2,205 | 860 | 9,129 | 6,170 |
Asia Pacific | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 2,566 | 2,718 | 7,273 | 8,079 |
Operating income (loss) | (790) | (414) | (3,058) | (1,515) |
Europe | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 8,815 | 10,317 | 29,406 | 32,138 |
Operating income (loss) | 1,626 | 587 | 5,511 | 2,363 |
North America | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 19,059 | 20,693 | 62,611 | 69,448 |
Operating income (loss) | 1,369 | 687 | 6,676 | 5,322 |
Operating Segments | Asia Pacific | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 2,531 | 2,746 | 7,202 | 8,127 |
Operating Segments | Europe | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 9,003 | 10,444 | 29,915 | 32,560 |
Operating Segments | North America | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 18,906 | 20,538 | 62,173 | 68,978 |
Other | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Other | Asia Pacific | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | 35 | (28) | 71 | (48) |
Other | Europe | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | (188) | (127) | (509) | (422) |
Other | North America | ||||
Summary of operating results from continuing operations and assets by business segment | ||||
Revenues | $ 153 | $ 155 | $ 438 | $ 470 |
Segment Reporting and Signifi33
Segment Reporting and Significant Customer Information - Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revenue for each segment recognized based on customer location | ||
Long-lived assets | $ 6,730 | $ 7,920 |
Total assets | 56,460 | 68,579 |
Elimination | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 0 | 0 |
Total assets | (66,551) | (63,344) |
Asia Pacific | Operating Segments | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 249 | 369 |
Total assets | 4,304 | 5,845 |
Europe | Operating Segments | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 895 | 899 |
Total assets | 47,064 | 54,452 |
North America | Operating Segments | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 5,586 | 6,652 |
Total assets | $ 71,643 | $ 71,626 |
Segment Reporting and Signifi34
Segment Reporting and Significant Customer Information - Revenue by Type and Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Breakdown of revenues by type and segment | ||||
Total revenues | $ 30,440 | $ 33,728 | $ 99,290 | $ 109,665 |
Asia Pacific | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 2,566 | 2,718 | 7,273 | 8,079 |
Europe | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 8,815 | 10,317 | 29,406 | 32,138 |
North America | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 19,059 | 20,693 | 62,611 | 69,448 |
Travel | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 22,185 | 23,602 | 72,511 | 76,538 |
Travel | Asia Pacific | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 2,335 | 2,426 | 6,582 | 7,029 |
Travel | Europe | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 7,357 | 8,190 | 24,439 | 25,793 |
Travel | North America | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 12,493 | 12,986 | 41,490 | 43,716 |
Search | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 3,617 | 4,544 | 11,841 | 14,547 |
Search | Asia Pacific | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 8 | 3 | 22 | 30 |
Search | Europe | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 341 | 725 | 917 | 2,064 |
Search | North America | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 3,268 | 3,816 | 10,902 | 12,453 |
Local | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 4,638 | 5,582 | 14,938 | 18,580 |
Local | Asia Pacific | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 223 | 289 | 669 | 1,020 |
Local | Europe | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | 1,117 | 1,402 | 4,050 | 4,281 |
Local | North America | ||||
Breakdown of revenues by type and segment | ||||
Total revenues | $ 3,298 | $ 3,891 | $ 10,219 | $ 13,279 |
Segment Reporting and Signifi35
Segment Reporting and Significant Customer Information - Revenue for Individual Countries that Exceed 10% of Total Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue, Major Customer [Line Items] | ||||
Total revenues | $ 30,440 | $ 33,728 | $ 99,290 | $ 109,665 |
United States | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | 18,035 | 19,465 | 59,224 | 65,391 |
United Kingdom | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | 5,705 | 6,686 | 19,373 | 21,413 |
Rest of the world | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | $ 6,700 | $ 7,577 | $ 20,693 | $ 22,861 |
Segment Reporting and Signifi36
Segment Reporting and Significant Customer Information - Long Lives Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets | ||
Long-lived assets | $ 6,730 | $ 7,920 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived assets | 5,124 | 6,167 |
Rest of the world | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived assets | $ 1,606 | $ 1,753 |
Segment Reporting and Signifi37
Segment Reporting and Significant Customer Information - Narrative (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Segments (Textual) [Abstract] | ||
Number of reportable operating segments | 3 | |
Customer One | Accounts Receivable | Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.00% | 15.00% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Sep. 28, 2015 | Aug. 20, 2015 | Jan. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 |
Related Party Transaction | |||||||||
Repayments of related party debt | $ 5,658,000 | $ 3,250,000 | |||||||
Cash paid for interest on related party loan | $ 110,000 | $ 0 | |||||||
Majority Shareholder | |||||||||
Related Party Transaction | |||||||||
Percent of outstanding shares held by related party | 53.70% | ||||||||
Travelzoo Europe Promissory Note | Majority Shareholder | |||||||||
Related Party Transaction | |||||||||
Repayments of related party debt | $ 5,700,000 | ||||||||
Related party debt | $ 5,700,000 | $ 5,700,000 | |||||||
Stated interest rate (percentage) | 7.00% | ||||||||
Cash paid for interest on related party loan | $ 110,000 | ||||||||
Travelzoo Asia Pacific Adjustments | Travelzoo Asia Pacific | |||||||||
Related Party Transaction | |||||||||
Net Liabilities | $ 9,900,000 | 6,800,000 | |||||||
Loan Issued to Asia Pacific | Majority Shareholder | |||||||||
Related Party Transaction | |||||||||
Repayments of related party debt | $ 3,300,000 | ||||||||
Related party debt | $ 2,200,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Stated interest rate (percentage) | 10.00% | 8.00% | |||||||
Accrued interest | $ 5,000 | ||||||||
Cash paid for interest on related party loan | $ 128,000 | ||||||||
Stock Options Granted | Global Chief Executive Officer | |||||||||
Related Party Transaction | |||||||||
Employee options granted to purchase shares of common stock (in shares) | 400,000 | ||||||||
Travelzoo Asia Pacific | |||||||||
Related Party Transaction | |||||||||
Market transaction value | $ 22,600,000 | $ 22,600,000 | |||||||
Cash consideration | 17,000,000 | ||||||||
Business combination, consideration transferred, liabilities incurred | $ 5,700,000 | ||||||||
Term (in years) | 3 years |
Related Party Transactions - As
Related Party Transactions - Asia Pacific Financial Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction | ||||
Revenues | $ 30,440 | $ 33,728 | $ 99,290 | $ 109,665 |
Operating loss | 2,205 | 860 | 9,129 | 6,170 |
Net Loss | 1,619 | 8,857 | 5,688 | 10,429 |
Other Comprehensive income | $ 1,435 | 8,495 | $ 5,787 | 9,147 |
Travelzoo Asia Pacific | Travelzoo Asia Pacific Adjustments | ||||
Related Party Transaction | ||||
Revenues | 2,718 | 8,079 | ||
Operating loss | (414) | (1,515) | ||
Net Loss | (480) | (2,148) | ||
Other Comprehensive income | $ 115 | $ 303 | ||
Basic and diluted loss per share (in dollars per share) | $ (0.03) | $ (0.15) |