Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 24, 2013 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Travelzoo Inc | |
Entity Central Index Key | 1133311 | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-13 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,361,873 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $77,900 | $61,169 |
Accounts receivable, less allowance for doubtful accounts of $416 and $498 as of September 30, 2013 and December 31, 2012, respectively | 14,818 | 13,626 |
Income tax receivable | 4,504 | 6,682 |
Deposits | 501 | 389 |
Prepaid expenses and other current assets | 3,483 | 2,260 |
Deferred tax assets | 2,007 | 2,194 |
Total current assets | 103,213 | 86,320 |
Deposits, less current portion | 979 | 1,107 |
Deferred tax assets, less current portion | 1,229 | 1,710 |
Restricted cash | 1,618 | 3,396 |
Property and equipment, net | 6,376 | 4,314 |
Intangible assets, net | 540 | 986 |
Total assets | 113,955 | 97,833 |
Current liabilities: | ||
Accounts payable | 27,676 | 28,695 |
Reserve for unexchanged promotional shares | 25,000 | 3,000 |
Accrued expenses | 10,043 | 8,993 |
Deferred revenue | 1,740 | 2,698 |
Income tax payable | 1,353 | 0 |
Deferred rent | 306 | 280 |
Total current liabilities | 66,118 | 43,666 |
Long-term tax liabilities | 10,388 | 10,030 |
Deferred rent, less current portion | 1,423 | 798 |
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; 15,801 shares issued and 15,362 shares outstanding as of September 30, 2013 and December 31, 2012) | 163 | 163 |
Treasury stock (at cost, 438 shares at September 30, 2013 and December 31, 2012) | -7,898 | -7,898 |
Additional paid-in capital | 9,851 | 8,863 |
Retained earnings | 34,707 | 42,948 |
Accumulated other comprehensive loss | -797 | -737 |
Total stockholders' equity | 36,026 | 43,339 |
Total liabilities and stockholders' equity | $113,955 | $97,833 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $416 | $498 |
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) | 15,801,000 | 15,801,000 |
Common stock, shares outstanding (in shares) | 15,362,000 | 15,362,000 |
Treasury stock, shares (in shares) | 438,000,000 | 438,000,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ||||
Revenues | $37,256 | $35,447 | $120,759 | $114,140 |
Cost of revenues | 4,322 | 3,989 | 12,733 | 11,672 |
Gross profit | 32,934 | 31,458 | 108,026 | 102,468 |
Operating expenses: | ||||
Sales and marketing | 18,449 | 17,427 | 57,563 | 49,753 |
General and administrative | 10,510 | 9,836 | 30,659 | 28,583 |
Unexchanged promotional shares | 22,000 | 0 | 22,000 | 3,000 |
Total operating expenses | 50,959 | 27,263 | 110,222 | 81,336 |
Income (loss) from operations | -18,025 | 4,195 | -2,196 | 21,132 |
Other income | 224 | 135 | 369 | 218 |
Income (loss) before income taxes | -17,801 | 4,330 | -1,827 | 21,350 |
Income taxes | 1,235 | 896 | 6,414 | 6,908 |
Net income (loss) | ($19,036) | $3,434 | ($8,241) | $14,442 |
Basic net income (loss) per share (in dollars per share) | ($1.24) | $0.22 | ($0.54) | $0.91 |
Diluted net income (loss) per share (in dollars per share) | ($1.24) | $0.22 | ($0.54) | $0.90 |
Shares used in computing basic net income (loss) per share (in shares) | 15,362 | 15,884 | 15,362 | 15,935 |
Shares used in computing diluted net income (loss) per share (in shares) | 15,362 | 15,922 | 15,362 | 16,041 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ||||
Net income (loss) | ($19,036) | $3,434 | ($8,241) | $14,442 |
Other Comprehensive Income: | ||||
Foreign currency translation adjustment | 1,319 | 756 | -60 | 694 |
Total comprehensive income (loss) | ($17,717) | $4,190 | ($8,301) | $15,136 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ||
Net income (loss) | ($8,241) | $14,442 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 2,185 | 1,856 |
Deferred income tax | 641 | -3 |
Stock-based compensation | 989 | 900 |
Provision for losses on accounts receivable | -44 | 116 |
Net foreign currency effect | 38 | -6 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,106 | -2,069 |
Deposits | 17 | -382 |
Income tax receivable | 2,169 | 1,819 |
Prepaid expenses and other current assets | -975 | -241 |
Accounts payable | -1,041 | 1,189 |
Reserve for unexchanged promotional shares | 22,000 | 3,000 |
Accrued expenses | 1,039 | 3,198 |
Deferred revenue | -956 | 323 |
Deferred rent | 299 | 21 |
Income tax payable | 1,292 | -284 |
Other non-current liabilities | 359 | -190 |
Net cash provided by operating activities | 18,665 | 23,689 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -3,596 | -2,046 |
Release of restricted cash | 1,786 | 0 |
Net cash used in investing activities | -1,810 | -2,046 |
Cash flows from financing activities: | ||
Net cash used in financing activities | 0 | -3,611 |
Effect of exchange rate changes on cash and cash equivalents | -124 | 858 |
Net increase in cash and cash equivalents | 16,731 | 18,890 |
Cash and cash equivalents at beginning of period | 61,169 | 38,744 |
Cash and cash equivalents at end of period | 77,900 | 57,634 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes, net | $1,917 | $5,568 |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
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 Internet media company. We inform over 26 million subscribers in North America, Europe and Asia Pacific, 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. In Asia Pacific, the Travelzoo business is operated by Travelzoo (Asia) Limited and Travelzoo Japan K.K. under a license agreement with Travelzoo Inc. and is not owned by the Company. | |
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, 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. 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. In addition, our Travelzoo websites include our Local Deals and Getaways products that allow our subscribers 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. | |
Since November 1, 2009, the Travelzoo websites in Asia Pacific (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 newsletters in Asia Pacific and the Newsflash e-mail alert service in Asia Pacific have been published by Travelzoo (Asia) Limited and Travelzoo Japan K.K., wholly owned subsidiaries of Azzurro Capital Inc. ("Azzurro"), under a license agreement with the Company. There is a reciprocal revenue-sharing agreement among the entities operating the Travelzoo business in Asia Pacific and the Company related to cross-selling audiences. | |
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. As of September 30, 2013, Azzurro is the Company's largest stockholder, holding approximately 47.1% of the Company's outstanding shares. | |
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 present fairly the financial position of the Company and its results of operations and cash flows. These 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, 2012, included in the Company’s Form 10-K filed with the SEC on February 11, 2013. | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the period. | |
The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other future period, and the Company makes no representations related thereto. | |
The Company was formed as a result of a combination and merger of entities founded by the Company’s principal stockholder, Ralph Bartel. In 1998, Mr. Bartel founded Travelzoo.com Corporation, a Bahamas corporation, which issued 5,155,874 shares via the Internet to approximately 700,000 “Netsurfer stockholders” for no cash consideration, but subject to certain conditions as referred to below. In 1998, Mr. Bartel also founded Silicon Channels Corporation, a California corporation, to operate the Travelzoo website. During 2001, Travelzoo Inc. was formed as a subsidiary of Travelzoo.com Corporation, and Mr. Bartel contributed all of the outstanding shares of Silicon Channels Corporation to Travelzoo Inc. in exchange for 8,129,273 shares of Travelzoo Inc. and options to acquire an additional 2,158,349 shares at $1.00. Mr. Bartel exercised these options in January 2009. | |
In April 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. The records of Travelzoo.com Corporation showed that, assuming all of the shares applied for by the Netsurfer stockholders were validly issued, there were 11,295,874 shares of Travelzoo.com Corporation outstanding. As of April 25, 2004, two years following the effective date of the merger, 7,180,342 shares of Travelzoo.com Corporation had been exchanged for shares of Travelzoo Inc. Prior to that date, the remaining shares which were available for issuance pursuant to the merger agreement were also included in the issued and outstanding common stock of Travelzoo Inc. and included in the calculation of basic and diluted earnings per share. After April 25, 2004, the Company ceased issuing shares to the former stockholders of Travelzoo.com Corporation, and no additional shares are reserved for issuance to any former stockholders, because their right to receive shares has now expired. On April 25, 2004, the number of shares reported as outstanding was reduced from 19,425,147 to 15,309,615 to reflect actual shares issued as of the expiration date. Earnings per share calculations reflect this reduction of the number of shares reported as outstanding. As of September 30, 2013, there were 15,361,873 shares of common stock outstanding. | |
On April 21, 2011, the Company entered into an agreement with the State of Delaware resolving all claims relating to an unclaimed property review which began in 2010. The primary issue raised in the preliminary findings from the review, received by the Company on April 12, 2011, concerned the shares of Travelzoo which have not been claimed by former Netsurfer stockholders of Travelzoo.com, which remained unexchanged in the 2002 merger, as discussed in the preceding paragraph. In the preliminary findings under the unclaimed property review, up to 3.0 million shares were identified as “demandable” under Delaware escheat laws. While the Company continues to take the position that such shares were a promotional incentive and were issuable only to persons who establish their eligibility as stockholders, the Company determined that it was in its best interest to promptly resolve all claims relating to the unclaimed property review. The Company made a $20.0 million cash payment to the State of Delaware on April 27, 2011 and received a complete release of those claims. | |
Since March 2012, the Company has become subject to unclaimed property reviews by most of the other states in the United States. The auditing firm representing these states in the reviews has presented to the Company preliminary findings which relate primarily to the promotional shares which remained unexchanged in the 2002 merger that were not covered by the settlement and release by the State of Delaware. During the three months ended March 31, 2012, the Company recorded a $3.0 million charge for the contingency related to the promotional shares which remained unexchanged in the 2002 merger. | |
In October 2013, the Company entered into agreements with 34 additional states to resolve those states’ claims related to similar unclaimed property audits. The multi-state settlement relates to approximately 700,000 additional shares of the Company which could have been issued to residents of those states in the merger, which those states claim are subject to escheat. While the Company disputes the states’ claims, the Company determined that it was in its best interest to resolve the disputes and settle with 34 of the states. | |
An additional 15 states remain that have or may raise claims on approximately 400,000 additional shares that were not claimed following the merger by residents in those states. The Company expects to make one-time cash payments to the 34 states after further due diligence, which it intends to make from cash on hand. | |
To cover those payments, as well as potential future settlements with the remaining 15 states, the Company recorded a $22.0 million charge, during the three months ended September 30, 2013. The Company intends to make such payments from cash on hand. The payments to the states covered by the multi-state settlement are to be made following completion of further due diligence procedures, which are underway. | |
The Company intends to continue to challenge the applicability of escheat rights with the remaining 15 states, in that, among other reasons, the shares of the predecessor Bahamas corporation were offered for free as part of a promotional incentive program to qualified individuals. There were certain conditions applicable to the issuance of shares to the Netsurfer stockholders, including requirements that (i) they be at least 18 years of age, (ii) they be residents of the U.S. or Canada, and (iii) they not apply for shares more than once. The Netsurfer stockholders were advised that failure to comply could result in cancellation of their shares in Travelzoo.com Corporation. Travelzoo.com Corporation was not able to verify that the applicants met the requirements referred to above at the time of their applications for issuance of shares, and the remaining Netsurfer stockholders who have not qualified to receive shares in the Company, or who have not participated in the cash payments program referred to below, have not demonstrated their actual compliance with the conditions to the issuance of shares by Travelzoo.com Corporation. 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 response to the pending reviews referred to above, and in response to other persons claiming to be former stockholders of Travelzoo.com Corporation, the Company intends to assert that the claimant must establish that the original Netsurfer stockholders complied with the conditions to issuance of their shares. | |
The ultimate resolution of this matter with the remaining states may take longer than one year; however, we have included the estimated loss for these remaining states potential claims in our reserves. The total amount of exposure of this contingency is dependent upon the manner in which each state applies its unclaimed property laws, including whether penalties and interest are applicable. | |
The Company is continuing its program under which it makes cash payments to people who establish that they satisfy the conditions 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. The accompanying condensed consolidated financial statements include a charge in general and administrative expenses of $8,000 and $22,000 for these cash payments for the three and nine months ended September 30, 2013, respectively. | |
The total cost of this program is not reliably estimable because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price, and would be affected by any settlement of the pending reviews referred to above. 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. As noted above, in order to receive payment under the program, a person is required to establish that such person validly held shares in Travelzoo.com Corporation. |
Net_Income_Per_Share
Net Income Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Net Income (Loss) Per Share | Net Income (Loss) Per Share | |||||||||||||||
Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income (loss) 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 (loss) per share (in thousands, except per share amounts): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | (19,036 | ) | $ | 3,434 | $ | (8,241 | ) | $ | 14,442 | ||||||
Weighted average common shares | 15,362 | 15,884 | 15,362 | 15,935 | ||||||||||||
Basic net income (loss) per share | $ | (1.24 | ) | $ | 0.22 | $ | (0.54 | ) | $ | 0.91 | ||||||
Diluted net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | (19,036 | ) | $ | 3,434 | $ | (8,241 | ) | $ | 14,442 | ||||||
Weighted average common shares | 15,362 | 15,884 | 15,362 | 15,935 | ||||||||||||
Effect of dilutive securities: stock options | — | 38 | — | 106 | ||||||||||||
Diluted weighted average common shares | 15,362 | 15,922 | 15,362 | 16,041 | ||||||||||||
Diluted net income (loss) per share | $ | (1.24 | ) | $ | 0.22 | $ | (0.54 | ) | $ | 0.9 | ||||||
For the three and nine months ended September 30, 2013, options to purchase 475,000 shares of common stock were not included in the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three and nine months ended September 30, 2012, options to purchase 100,000 shares of common stock 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, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial Instruments | Financial Instruments | |||||||||||||||
At September 30, 2013, restricted cash consisted primarily of a certificate of deposit for $875,000 serving as collateral for a standby letter of credit for the security deposit under the lease of our corporate headquarters and a $743,000 deposit with our banks in Europe for our merchant accounts. Cash equivalents consist of highly liquid investments with remaining maturities of 3 months or less on the date of purchase held in money market funds. The Company believes that the carrying amounts of these financial assets are a reasonable estimate of their fair value and are categorized as Level 1. The fair value of these financial assets was determined using the following inputs at September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | ||||||||||||||
for Identical | Observable | Inputs | ||||||||||||||
Assets | Inputs | |||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Balance at September 30, 2013 | ||||||||||||||||
Money market funds | $ | 11,917 | $ | 11,917 | $ | — | $ | — | ||||||||
Total | $ | 11,917 | $ | 11,917 | $ | — | $ | — | ||||||||
Balance at December 31, 2012 | ||||||||||||||||
Money market funds | $ | 13,866 | $ | 13,866 | $ | — | $ | — | ||||||||
Total | $ | 13,866 | $ | 13,866 | $ | — | $ | — | ||||||||
At September 30, 2013, accounts receivable and accounts payable 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. Accounts receivable and accounts payable are categorized as Level 2. | ||||||||||||||||
There have been no changes in Level 1, Level 2 and Level 3 and no changes in valuation techniques for these assets or liabilities for the period ended September 30, 2013. |
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Intangible Assets | Intangible Assets | |||||||
Intangible assets consist of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Internet domain names and technology | $ | 2,798 | $ | 2,805 | ||||
Accumulated amortization | (2,258 | ) | (1,819 | ) | ||||
Total | $ | 540 | $ | 986 | ||||
Intangible assets have a useful life of 3 to 5 years. For the three months ended September 30, 2013 and 2012, amortization expense was $144,000 and $88,000, respectively. For the nine months ended September 30, 2013 and 2012, amortization expense was $442,000 and $264,000, respectively. | ||||||||
Future expected amortization expense related to intangible assets at September 30, 2013 is as follows (in thousands): | ||||||||
Remainder of 2013 | $ | 146 | ||||||
2014 | 230 | |||||||
2015 | 164 | |||||||
Total | $ | 540 | ||||||
The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Beginning on August 9, 2011, two purported class action lawsuits were commenced in the U.S. District Court for the Southern District of New York. On January 6, 2012, a Consolidated and Amended Class Action Complaint was filed. The complaint asserted claims under Section 10(b) and 20(a) pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) alleging that between March 16, 2011 and July 21, 2011, the Company and/or the individual defendants purportedly issued materially false and misleading statements. In particular, the complaint asserted, among other things, allegations challenging certain statements relating to the Company’s growth. The complaint also made allegations regarding the Company’s Getaways product and asserted that certain officers and directors sold stock while in possession of materially adverse non-public information. The action sought unspecified damages and the Company was not able to estimate the possible loss or range of losses that could potentially result from the action. On March 29, 2013, the U.S. District Court for the Southern District of New York issued a decision and order, granting defendants' motions to dismiss and dismissing the securities action. The plaintiffs thereafter filed a notice of appeal. On September 20, 2013, the parties entered into a stipulation to withdraw the appeal and the appeal was withdrawn with prejudice. The Company continues to believe that the action was without merit. | |
In addition, five shareholder derivative lawsuits, Wang v. Bartel, et al., Wirth v. Bartel, et al., Kitt v. Bartel, et al., Blatt v. Bartel, et al., and Turansky v. Bartel, et al., were filed in the Southern District of New York based on similar allegations that sought to assert claims under state law derivatively on behalf of Travelzoo against certain officers and directors of the Company. These derivative actions were consolidated and on January 6, 2012, a Verified Consolidated Shareholder Derivative Complaint was filed purportedly on behalf of nominal defendant Travelzoo. The complaint asserted claims for breaches of fiduciary duties, unjust enrichment, abuse of control and gross mismanagement against current and former directors and officers of the Company. The complaint also asserted a breach of fiduciary duty claim for insider trading against certain officers and directors, as well as Azzurro Capital Inc. The derivative action made allegations regarding the Company’s Getaways product and asserted that certain officers and directors sold stock while in possession of materially adverse non-public information. On March 29, 2013, the U.S. District Court for the Southern District of New York issued an order providing the plaintiffs with thirty days to decide whether they will file an amended Verified Consolidated Shareholder Derivative Complaint substituting or adding a shareholder plaintiff in the action. On May 6, 2013, the parties entered into a stipulation to dismiss the action and on May 7, 2013, the Court dismissed the action without prejudice. Since derivative claims are an attempt by a plaintiff shareholder to assert claims on behalf of the Company, we do not anticipate any potential loss to the Company from these actions. | |
On January 27, 2012, a purported shareholder of Travelzoo commenced a suit in the Supreme Court of New York that asserts claims derivatively on behalf of Travelzoo Inc. for breaches of fiduciary duty against Travelzoo’s board of directors. The complaint also asserts claims for breaches of fiduciary duty and unjust enrichment against Ralph Bartel and Azzurro Capital Inc. The complaint challenges Travelzoo’s sale of its Asia Pacific division for $3.6 million to Azzurro and alleges that the transaction was not entirely fair to the Company. Since derivative claims are an attempt by a plaintiff shareholder to assert claims on behalf of the Company, we do not anticipate any potential loss to the Company from these actions. | |
On September 28, 2012, Metasearch Systems, LLC filed a lawsuit in the U.S. District Court for the Eastern District of Delaware against Travelzoo Inc. d/b/a Fly.com alleging infringement of several U.S. patents. Metasearch Systems alleges that the trip-planning metasearch service available on Fly.com infringes one or more claims of the asserted patents. During September 2012, Metasearch Systems filed similar lawsuits against several of Travelzoo's competitors including Expedia, Inc., Orbitz Worldwide, Inc., Travelocity.com, LP, Priceline.com, Inc., Yahoo! Inc., American Express Company, Kayak Software Corp., and BookIt.com. The action seeks unspecified damages and we are unable to estimate the possible loss or range of losses that could potentially result from the action. The Company believes that the action is without merit and intends to defend the suit vigorously. | |
On April 21, 2011, the Company entered into an agreement with the State of Delaware resolving all claims relating to an unclaimed property review which began in 2010. The primary issue raised in the preliminary findings from the review, received by the Company on April 12, 2011, concerned the promotional shares which remained unexchanged in the 2002 merger (unexchanged promotional shares) as discussed further in Note 1. In the preliminary findings under the unclaimed property review, up to 3.0 million shares were identified as “demandable” under Delaware escheat laws. While the Company continues to take the position that such shares were a promotional incentive and were issuable only to persons who established their eligibility as stockholders, the Company determined that it was in its best interest to promptly resolve all claims relating to the unclaimed property review. The Company made a $20.0 million cash payment to the State of Delaware on April 27, 2011 and received a complete release of those claims. | |
As discussed in Note 1 above, since March 2012, the Company has become subject to unclaimed property reviews by most of the other states in the U.S. that relate primarily to the unexchanged promotional shares, which were not covered by the settlement and release by the State of Delaware. During the three months ended March 31, 2012, the Company recorded a $3.0 million charge related to this unexchanged promotional shares contingency. | |
In October 2013, the Company entered into agreements with 34 additional states to resolve those states’ claims related to similar unclaimed property audits. The multi-state settlement relates to approximately 700,000 additional shares of the Company which could have been issued to residents of those states in the merger, which those states claim are subject to escheat. While the Company disputes the states’ claims, the Company determined that it was in its best interest to resolve the disputes and settle with 34 of the states. | |
An additional 15 states remain that have or may raise claims on approximately 400,000 shares that were not claimed following the merger by residents in those states. The Company expects to make one-time cash payments to the 34 states after further due diligence, which it intends to make from cash on hand. | |
To cover those payments, as well as potential future settlements with the remaining 15 states, the Company recorded a $22.0 million charge, during the three months ended September 30, 2013. The Company intends to make such payments from cash on hand. The payments to the states covered by the multi-state settlement are to be made following completion of further due diligence procedures, which are underway. | |
The ultimate resolution of this matter with the remaining states may take longer than one year; however, we have included the estimated loss for these remaining states potential claims in our reserves. The total amount of exposure of this contingency is dependent upon the manner in which each state applies its unclaimed property laws, including whether penalties and interest are applicable. | |
The Company is continuing its program under which it makes cash payments to people who establish that they satisfied the conditions 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. The accompanying condensed consolidated financial statements include a charge in general and administrative expenses of $8,000 and $22,000 for these cash payments for the three and nine months ended September 30, 2013, respectively. | |
The total cost of this program is not reliably estimable because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price, and would be affected by any settlement of the pending unclaimed property reviews referred to above. 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 leases office space in Canada, France, Germany, Spain, the U.K., and the U.S. under operating leases which expire between October 31, 2013 and January 1, 2024. The future minimum lease payments under these operating leases as of September 30, 2013 total $33.1 million. The future lease payments consist of $1,425,000 due in 2013, $4,841,000 due in 2014, $4,601,000 due in 2015, $4,072,000 due in 2016, $3,530,000 due in 2017, and $14,595,000 thereafter. | |
Local Deals and Getaways merchant payable included in accounts payable was $21.9 million and $23.4 million, as of September 30, 2013 and December 31, 2012, respectively. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation |
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 become exercisable annually starting July 1, 2011. The options expire in November 2019. As of September 30, 2013, 225,000 of these options were vested and 300,000 options were outstanding. Total stock-based compensation for the three months ended September 30, 2013 and 2012 related to this 300,000 option grant was $187,000 for each period. Total stock-based compensation for the nine months ended September 30, 2013 and 2012 related to this 300,000 option grant was $562,000 for each period. As of September 30, 2013, there was approximately $562,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 1.0 year. | |
In January 2012, the Company granted executives stock options to purchase 100,000 shares of common stock with an exercise price of $28.98, of which 25,000 options become exercisable annually starting January 23, 2013. The options expire in January 2022. As of September 30, 2013, 25,000 of these options were vested and 100,000 options were outstanding. Total stock-based compensation for the three months ended September 30, 2013 and 2012 related to this 100,000 option grant was $119,000 for each period. Total stock-based compensation for the nine months ended September 30, 2013 and 2012 related to this 100,000 option grant was $358,000 and $338,000, respectively. As of September 30, 2013, there was approximately $1.1 million of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 2.3 years. The Company used a forfeiture rate of 0% as the Company does not have enough historical forfeiture data to estimate the forfeiture rate. To the extent the actual forfeiture rate is greater than what we have anticipated, stock-based compensation related to these options will be lower than our expectations. | |
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 become exercisable annually starting July 1, 2015. The options expire in July 2023. As of September 30, 2013, none of these options was vested and 75,000 options were outstanding. Total stock-based compensation for the three months ended September 30, 2013 related to this 75,000 option grant was $69,000. As of September 30, 2013, there was approximately $1.3 million of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 3.9 years. The Company used a forfeiture rate of 0% as the Company does not have enough historical forfeiture data to estimate the forfeiture rate. To the extent the actual forfeiture rate is greater than what we have anticipated, stock-based compensation related to these options will be lower than our expectations. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
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 and U.K. For the nine months ended September 30, 2013, the Company’s effective tax rate was (351.1)%, treating the $22.0 million expense for unexchanged promotional shares as having no recognizable tax benefits, which changed the Company's effective tax rate by 382.9%. For the nine months ended September 30, 2012, the Company’s effective tax rate was 32%, treating the $3.0 million expense for unexchanged promotional shares as having no recognizable tax benefits, which increased the Company's effective tax rate by 4%. | |
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, 2013 are approximately $2.6 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 Company maintains liabilities for uncertain tax positions. 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. At September 30, 2013, the Company had approximately $9.4 million in total unrecognized tax benefits, consisting of unrecognized tax benefits of approximately $8.0 million which, if recognized, would favorably affect the Company’s effective income tax rate, and unrecognized tax benefits of approximately $1.4 million, which if recognized, would be recorded in discontinued operations. | |
The Company’s policy is to include interest and penalties related to unrecognized tax positions in income tax expense. As of September 30, 2013 and December 31, 2012, the Company had approximately $984,000 and $664,000, respectively, in accrued interest and penalties related to uncertain tax positions. The Company is in various stages of multiple year examinations by federal and state taxing authorities. Although the timing of resolution and/or closure on 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 jurisdiction 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 years after 2008 and is subject to California tax examinations for years after 2004. The Company's 2009 and 2010 federal income returns are currently under examination, including the impact of the sale of Asia Pacific business segment in 2009. |
Segments
Segments | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segments | Segments | |||||||||||||||
The Company manages its business geographically and has two reportable operating segments: North America and Europe. North America consists of the Company’s operations in Canada and the U.S. Europe consists of the Company’s operations in France, Germany, Spain, and the U.K. | ||||||||||||||||
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 from continuing operations and assets (in thousands) by business segment: | ||||||||||||||||
Three Months Ended September 30, 2013 | North | Europe | Elimination and Other (a) | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 26,209 | $ | 11,047 | $ | — | $ | 37,256 | ||||||||
Intersegment revenues | 361 | 110 | (471 | ) | — | |||||||||||
Total net revenues | 26,570 | 11,157 | (471 | ) | 37,256 | |||||||||||
Operating income (loss) | $ | 2,506 | $ | 1,469 | $ | (22,000 | ) | $ | (18,025 | ) | ||||||
Three Months Ended September 30, 2012 | North | Europe | Elimination | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 25,147 | $ | 10,300 | $ | — | $ | 35,447 | ||||||||
Intersegment revenues | 211 | 10 | (221 | ) | — | |||||||||||
Total net revenues | 25,358 | 10,310 | (221 | ) | 35,447 | |||||||||||
Operating income | $ | 3,121 | $ | 1,074 | $ | — | $ | 4,195 | ||||||||
Nine Months Ended September 30, 2013 | North | Europe | Elimination and Other (b) | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 86,368 | $ | 34,391 | $ | — | $ | 120,759 | ||||||||
Intersegment revenues | 757 | 440 | (1,197 | ) | — | |||||||||||
Total net revenues | 87,125 | 34,831 | (1,197 | ) | 120,759 | |||||||||||
Operating income (loss) | $ | 13,888 | $ | 5,916 | (22,000 | ) | $ | (2,196 | ) | |||||||
Nine Months Ended September 30, 2012 | North | Europe | Elimination and Other (b) | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 82,415 | $ | 31,725 | $ | — | $ | 114,140 | ||||||||
Intersegment revenues | 496 | 41 | (537 | ) | — | |||||||||||
Total net revenues | 82,911 | 31,766 | (537 | ) | 114,140 | |||||||||||
Operating income | $ | 18,094 | $ | 6,038 | $ | (3,000 | ) | $ | 21,132 | |||||||
(a) | Amount represents a charge related to unexchanged promotional shares of $22.0 million for the three months ended September 30, 2013. | |||||||||||||||
(b) | Amount represents a charge related to unexchanged promotional shares of $22.0 million and $3.0 million for the nine months ended September 30, 2013 and September 30, 2012, respectively. | |||||||||||||||
As of September 30, 2013 | North | Europe | Elimination | Consolidated | ||||||||||||
America | ||||||||||||||||
Long-lived assets | $ | 4,918 | $ | 1,998 | $ | — | $ | 6,916 | ||||||||
Total assets | $ | 102,476 | $ | 42,531 | $ | (31,052 | ) | $ | 113,955 | |||||||
As of December 31, 2012 | North | Europe | Elimination | Consolidated | ||||||||||||
America | ||||||||||||||||
Long-lived assets | $ | 3,389 | $ | 1,911 | $ | — | $ | 5,300 | ||||||||
Total assets | $ | 92,139 | $ | 36,595 | $ | (30,901 | ) | $ | 97,833 | |||||||
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. | ||||||||||||||||
For the three and nine months ended September 30, 2013 and 2012, the Company did not have any customers that accounted for 10% or more of revenue. As of September 30, 2013 and December 31, 2012, the Company did not have any customers that accounted for 10% or more of accounts receivable. | ||||||||||||||||
The following table sets forth the breakdown of revenues (in thousands) by type and segment for the three and nine months ended September 30, 2013 and 2012. Travel revenue includes travel publications (Top 20, Website, Newsflash, Travelzoo Network) and Getaways vouchers. 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
North America | ||||||||||||||||
Travel | $ | 14,940 | $ | 12,606 | $ | 48,892 | $ | 42,743 | ||||||||
Search | 5,173 | 5,737 | 16,856 | 17,727 | ||||||||||||
Local | 6,096 | 6,804 | 20,620 | 21,945 | ||||||||||||
Total North America revenues | $ | 26,209 | $ | 25,147 | $ | 86,368 | $ | 82,415 | ||||||||
Europe | ||||||||||||||||
Travel | $ | 8,298 | $ | 7,368 | $ | 25,772 | $ | 22,304 | ||||||||
Search | 828 | 1,026 | 2,539 | 3,328 | ||||||||||||
Local | 1,921 | 1,906 | 6,080 | 6,093 | ||||||||||||
Total Europe revenues | $ | 11,047 | $ | 10,300 | $ | 34,391 | $ | 31,725 | ||||||||
Consolidated | ||||||||||||||||
Travel | $ | 23,238 | $ | 19,974 | $ | 74,665 | $ | 65,047 | ||||||||
Search | 6,001 | 6,763 | 19,394 | 21,055 | ||||||||||||
Local | 8,017 | 8,710 | 26,700 | 28,038 | ||||||||||||
Total revenues | $ | 37,256 | $ | 35,447 | $ | 120,759 | $ | 114,140 | ||||||||
Related_Party_Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
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. As of September 30, 2013, Azzurro is the Company's largest stockholder, holding approximately 47.1% of the Company's outstanding shares. | |
In 2009, the Company sold its Asia Pacific operating segment to Travelzoo (Asia) Limited and Travelzoo Japan K.K., subsidiaries of Azzurro. The Company’s receivables from Travelzoo (Asia) Limited and Travelzoo Japan K.K. totaled $733,000 and $355,000 as of September 30, 2013 and December 31, 2012, respectively, and were related primarily to fees under a Hosting Agreement and a Referral Agreement entered into in connection with the sale transaction. The $733,000 and $355,000 are part of prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Statement of Other Comprehensive Income [Abstract] | ||||||||||||
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income | |||||||||||
The following table summarizes the changes in accumulated balances of other comprehensive income (in thousands) for the three and nine months ended September 30, 2013 and for the three and nine months ended September 30, 2012: | ||||||||||||
Foreign | Total | |||||||||||
Currency | ||||||||||||
Translation | ||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||
Beginning balance | $ | (2,116 | ) | $ | (2,116 | ) | ||||||
Other comprehensive income before reclassifications | 1,319 | 1,319 | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | |||||||||||
Net current period other comprehensive income | 1,319 | 1,319 | ||||||||||
Ending balance | $ | (797 | ) | $ | (797 | ) | ||||||
Nine Months Ended September 30, 2013 | ||||||||||||
Beginning balance | $ | (737 | ) | $ | (737 | ) | ||||||
Other comprehensive income before reclassifications | (60 | ) | (60 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | — | — | ||||||||||
Net current period other comprehensive income | (60 | ) | (60 | ) | ||||||||
Ending balance | $ | (797 | ) | $ | (797 | ) | ||||||
Foreign | Total | |||||||||||
Currency | ||||||||||||
Translation | ||||||||||||
Three Months Ended September 30, 2012 | ||||||||||||
Beginning balance | $ | (1,484 | ) | $ | (1,484 | ) | ||||||
Other comprehensive income before reclassifications | 756 | 756 | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | |||||||||||
Net current period other comprehensive income | 756 | 756 | ||||||||||
Ending balance | $ | (728 | ) | $ | (728 | ) | ||||||
Nine Months Ended September 30, 2012 | ||||||||||||
Beginning balance | $ | (1,422 | ) | $ | (1,422 | ) | ||||||
Other comprehensive income before reclassifications | 694 | 694 | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | — | ||||||||||
Net current period other comprehensive income | 694 | 694 | ||||||||||
Ending balance | $ | (728 | ) | $ | (728 | ) |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Basic and diluted net income (loss) per share | The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts): | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | (19,036 | ) | $ | 3,434 | $ | (8,241 | ) | $ | 14,442 | ||||||
Weighted average common shares | 15,362 | 15,884 | 15,362 | 15,935 | ||||||||||||
Basic net income (loss) per share | $ | (1.24 | ) | $ | 0.22 | $ | (0.54 | ) | $ | 0.91 | ||||||
Diluted net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | (19,036 | ) | $ | 3,434 | $ | (8,241 | ) | $ | 14,442 | ||||||
Weighted average common shares | 15,362 | 15,884 | 15,362 | 15,935 | ||||||||||||
Effect of dilutive securities: stock options | — | 38 | — | 106 | ||||||||||||
Diluted weighted average common shares | 15,362 | 15,922 | 15,362 | 16,041 | ||||||||||||
Diluted net income (loss) per share | $ | (1.24 | ) | $ | 0.22 | $ | (0.54 | ) | $ | 0.9 | ||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Presentation of fair value of financial assets using the inputs | The fair value of these financial assets was determined using the following inputs at September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | ||||||||||||||
for Identical | Observable | Inputs | ||||||||||||||
Assets | Inputs | |||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Balance at September 30, 2013 | ||||||||||||||||
Money market funds | $ | 11,917 | $ | 11,917 | $ | — | $ | — | ||||||||
Total | $ | 11,917 | $ | 11,917 | $ | — | $ | — | ||||||||
Balance at December 31, 2012 | ||||||||||||||||
Money market funds | $ | 13,866 | $ | 13,866 | $ | — | $ | — | ||||||||
Total | $ | 13,866 | $ | 13,866 | $ | — | $ | — | ||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Summary of intangible assets | Intangible assets consist of the following (in thousands): | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Internet domain names and technology | $ | 2,798 | $ | 2,805 | ||||
Accumulated amortization | (2,258 | ) | (1,819 | ) | ||||
Total | $ | 540 | $ | 986 | ||||
Summary of future expected amortization expense related to intangible assets | Future expected amortization expense related to intangible assets at September 30, 2013 is as follows (in thousands): | |||||||
Remainder of 2013 | $ | 146 | ||||||
2014 | 230 | |||||||
2015 | 164 | |||||||
Total | $ | 540 | ||||||
Segments_Tables
Segments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Summary of operating results from continuing operations and assets by business segment | The following is a summary of operating results from continuing operations and assets (in thousands) by business segment: | |||||||||||||||
Three Months Ended September 30, 2013 | North | Europe | Elimination and Other (a) | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 26,209 | $ | 11,047 | $ | — | $ | 37,256 | ||||||||
Intersegment revenues | 361 | 110 | (471 | ) | — | |||||||||||
Total net revenues | 26,570 | 11,157 | (471 | ) | 37,256 | |||||||||||
Operating income (loss) | $ | 2,506 | $ | 1,469 | $ | (22,000 | ) | $ | (18,025 | ) | ||||||
Three Months Ended September 30, 2012 | North | Europe | Elimination | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 25,147 | $ | 10,300 | $ | — | $ | 35,447 | ||||||||
Intersegment revenues | 211 | 10 | (221 | ) | — | |||||||||||
Total net revenues | 25,358 | 10,310 | (221 | ) | 35,447 | |||||||||||
Operating income | $ | 3,121 | $ | 1,074 | $ | — | $ | 4,195 | ||||||||
Nine Months Ended September 30, 2013 | North | Europe | Elimination and Other (b) | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 86,368 | $ | 34,391 | $ | — | $ | 120,759 | ||||||||
Intersegment revenues | 757 | 440 | (1,197 | ) | — | |||||||||||
Total net revenues | 87,125 | 34,831 | (1,197 | ) | 120,759 | |||||||||||
Operating income (loss) | $ | 13,888 | $ | 5,916 | (22,000 | ) | $ | (2,196 | ) | |||||||
Nine Months Ended September 30, 2012 | North | Europe | Elimination and Other (b) | Consolidated | ||||||||||||
America | ||||||||||||||||
Revenues from unaffiliated customers | $ | 82,415 | $ | 31,725 | $ | — | $ | 114,140 | ||||||||
Intersegment revenues | 496 | 41 | (537 | ) | — | |||||||||||
Total net revenues | 82,911 | 31,766 | (537 | ) | 114,140 | |||||||||||
Operating income | $ | 18,094 | $ | 6,038 | $ | (3,000 | ) | $ | 21,132 | |||||||
(a) | Amount represents a charge related to unexchanged promotional shares of $22.0 million for the three months ended September 30, 2013. | |||||||||||||||
(b) | Amount represents a charge related to unexchanged promotional shares of $22.0 million and $3.0 million for the nine months ended September 30, 2013 and September 30, 2012, respectively. | |||||||||||||||
Revenue for each segment recognized based on customer location | ||||||||||||||||
As of September 30, 2013 | North | Europe | Elimination | Consolidated | ||||||||||||
America | ||||||||||||||||
Long-lived assets | $ | 4,918 | $ | 1,998 | $ | — | $ | 6,916 | ||||||||
Total assets | $ | 102,476 | $ | 42,531 | $ | (31,052 | ) | $ | 113,955 | |||||||
As of December 31, 2012 | North | Europe | Elimination | Consolidated | ||||||||||||
America | ||||||||||||||||
Long-lived assets | $ | 3,389 | $ | 1,911 | $ | — | $ | 5,300 | ||||||||
Total assets | $ | 92,139 | $ | 36,595 | $ | (30,901 | ) | $ | 97,833 | |||||||
Breakdown of revenues by type and segment | The following table sets forth the breakdown of revenues (in thousands) by type and segment for the three and nine months ended September 30, 2013 and 2012. Travel revenue includes travel publications (Top 20, Website, Newsflash, Travelzoo Network) and Getaways vouchers. 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
North America | ||||||||||||||||
Travel | $ | 14,940 | $ | 12,606 | $ | 48,892 | $ | 42,743 | ||||||||
Search | 5,173 | 5,737 | 16,856 | 17,727 | ||||||||||||
Local | 6,096 | 6,804 | 20,620 | 21,945 | ||||||||||||
Total North America revenues | $ | 26,209 | $ | 25,147 | $ | 86,368 | $ | 82,415 | ||||||||
Europe | ||||||||||||||||
Travel | $ | 8,298 | $ | 7,368 | $ | 25,772 | $ | 22,304 | ||||||||
Search | 828 | 1,026 | 2,539 | 3,328 | ||||||||||||
Local | 1,921 | 1,906 | 6,080 | 6,093 | ||||||||||||
Total Europe revenues | $ | 11,047 | $ | 10,300 | $ | 34,391 | $ | 31,725 | ||||||||
Consolidated | ||||||||||||||||
Travel | $ | 23,238 | $ | 19,974 | $ | 74,665 | $ | 65,047 | ||||||||
Search | 6,001 | 6,763 | 19,394 | 21,055 | ||||||||||||
Local | 8,017 | 8,710 | 26,700 | 28,038 | ||||||||||||
Total revenues | $ | 37,256 | $ | 35,447 | $ | 120,759 | $ | 114,140 | ||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Statement of Other Comprehensive Income [Abstract] | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances of other comprehensive income (in thousands) for the three and nine months ended September 30, 2013 and for the three and nine months ended September 30, 2012: | |||||||||||
Foreign | Total | |||||||||||
Currency | ||||||||||||
Translation | ||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||
Beginning balance | $ | (2,116 | ) | $ | (2,116 | ) | ||||||
Other comprehensive income before reclassifications | 1,319 | 1,319 | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | |||||||||||
Net current period other comprehensive income | 1,319 | 1,319 | ||||||||||
Ending balance | $ | (797 | ) | $ | (797 | ) | ||||||
Nine Months Ended September 30, 2013 | ||||||||||||
Beginning balance | $ | (737 | ) | $ | (737 | ) | ||||||
Other comprehensive income before reclassifications | (60 | ) | (60 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | — | — | ||||||||||
Net current period other comprehensive income | (60 | ) | (60 | ) | ||||||||
Ending balance | $ | (797 | ) | $ | (797 | ) | ||||||
Foreign | Total | |||||||||||
Currency | ||||||||||||
Translation | ||||||||||||
Three Months Ended September 30, 2012 | ||||||||||||
Beginning balance | $ | (1,484 | ) | $ | (1,484 | ) | ||||||
Other comprehensive income before reclassifications | 756 | 756 | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | |||||||||||
Net current period other comprehensive income | 756 | 756 | ||||||||||
Ending balance | $ | (728 | ) | $ | (728 | ) | ||||||
Nine Months Ended September 30, 2012 | ||||||||||||
Beginning balance | $ | (1,422 | ) | $ | (1,422 | ) | ||||||
Other comprehensive income before reclassifications | 694 | 694 | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | — | ||||||||||
Net current period other comprehensive income | 694 | 694 | ||||||||||
Ending balance | $ | (728 | ) | $ | (728 | ) |
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2002 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Apr. 27, 2011 | Apr. 25, 2004 | Apr. 24, 2004 | |
Netsurfer_Stockholders | ||||||||||
Subscriber | ||||||||||
The Company and Basis of Presentation (Textual) [Abstract] | ||||||||||
Charge related to unexchanged merger shares contingency | $3,000,000 | |||||||||
Charge during period for the unexchanged shares | 22,000,000 | 0 | 22,000,000 | 3,000,000 | ||||||
The Company and Basis of Presentation (Additional Textual) [Abstract] | ||||||||||
Number of subscribers | 26,000,000 | |||||||||
Shares Issued via Internet | 5,155,874 | |||||||||
Number of Netsurfer Stockholders | 700,000 | |||||||||
Outstanding shares of Silicon Channels Corporation to Travelzoo Inc. exchanged | 8,129,273 | |||||||||
Additional shares acquired | 2,158,349 | |||||||||
Price per share of additional shares acquired | $1 | |||||||||
Time of option exercised | Jan-09 | |||||||||
Shares of Parent company outstanding | 11,295,874 | |||||||||
Shares of Parent company exchanged for shares of Subsidiary company | 7,180,342 | |||||||||
Number of shares outstanding | 15,362,000 | 15,362,000 | 15,362,000 | 15,309,615 | 19,425,147 | |||||
Shares of common stock outstanding | 15,361,873 | 15,361,873 | ||||||||
Shares identified as demandable | 3,000,000 | |||||||||
Cash payment to receive a complete release of claims | 20,000,000 | |||||||||
Minimum age of stockholders for issuance of shares | 18 years | |||||||||
Charge in general and administrative expenses | 8,000 | 22,000 | ||||||||
Travel zoo.com corporation | ||||||||||
Related Party Transaction | ||||||||||
Number of Shares Under Merger | 1 | |||||||||
The Company and Basis of Presentation (Textual) [Abstract] | ||||||||||
Period for receiving shares under merger | 2 years | |||||||||
Board of Directors Chairman | ||||||||||
The Company and Basis of Presentation (Textual) [Abstract] | ||||||||||
Percent of outstanding shares held by related party | 47.10% | 47.10% | ||||||||
Liability For Unexchanged Promotional Shares [Member] | ||||||||||
The Company and Basis of Presentation (Textual) [Abstract] | ||||||||||
Charge related to unexchanged merger shares contingency | 3,000,000 | |||||||||
Total number of states that have raised claims | 34 | |||||||||
Approximate number of shares of the Company claimed in the multi-state settlement | 700,000 | |||||||||
Additional number of states that may raise claims | 15 | 15 | ||||||||
Additional number of shares of the Company that may be claimed | 400,000 | |||||||||
Charge during period for the unexchanged shares | $22,000,000 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic net income (loss) per share: | ||||
Net income (loss) | ($19,036) | $3,434 | ($8,241) | $14,442 |
Weighted average common shares | 15,362 | 15,884 | 15,362 | 15,935 |
Basic net income (loss) per share (in dollars per share) | ($1.24) | $0.22 | ($0.54) | $0.91 |
Diluted net income (loss) per share: | ||||
Net income (loss) | ($19,036) | $3,434 | ($8,241) | $14,442 |
Weighted average common shares | 15,362 | 15,884 | 15,362 | 15,935 |
Effect of dilutive securities: stock options | 0 | 38 | 0 | 106 |
Diluted weighted average common shares | 15,362 | 15,922 | 15,362 | 16,041 |
Diluted net income (loss) per share (in dollars per share) | ($1.24) | $0.22 | ($0.54) | $0.90 |
Net_Income_Per_Share_Details_T
Net Income Per Share (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Net Income (Loss) Per Share (Textual) [Abstract] | ||||
Anti-dilutive shares not included in computation of net income (loss) per common share | 475,000 | 100,000 | 475,000 | 100,000 |
Financial_Instruments_Details
Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | $11,917 | $13,866 |
Money market funds | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 11,917 | 13,866 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 11,917 | 13,866 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | 11,917 | 13,866 |
Significant Other Observable Inputs (Level 2) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | ||
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | ||
Significant Unobservable Inputs (Level 3) | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets | ||
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Presentation of fair value of financial assets using the inputs | ||
Total financial assets |
Financial_Instruments_Details_
Financial Instruments (Details Textual) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Financial Instruments (Additional Textual) [Abstract] | |
Maximum time for maturing highly liquid investments | 3 months |
Certificates of Deposit | |
Financial Instruments (Textual) [Abstract] | |
Restricted cash | 875 |
Deposits | |
Financial Instruments (Textual) [Abstract] | |
Restricted cash | 743 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Summary of intangible assets | ||
Internet domain names and technology | $2,798 | $2,805 |
Accumulated amortization | -2,258 | -1,819 |
Total | $540 | $986 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Summary of future expected amortization expense related to intangible assets | ||
Remainder of 2013 | $146 | |
2014 | 230 | |
2015 | 164 | |
Total | $540 | $986 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Intangible Assets (Textual) [Abstract] | ||||
Amortization expense | $144 | $88 | $442 | $264 |
Minimum | ||||
Intangible Assets (Textual) [Abstract] | ||||
Intangible assets, useful life | 3 years | |||
Maximum | ||||
Intangible Assets (Textual) [Abstract] | ||||
Intangible assets, useful life | 5 years |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Share data in Millions, unless otherwise specified | Jan. 27, 2012 | Apr. 12, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Apr. 27, 2011 |
Commitments and Contingencies (Textual) [Abstract] | |||||||||
Charge during period for the unexchanged shares | $22,000,000 | $0 | $22,000,000 | $3,000,000 | |||||
Commitments and Contingencies (Additional Textual) [Abstract] | |||||||||
Claims for breaches of fiduciary duty and unjust enrichment | 3,600,000 | ||||||||
Share identified as demandable | 3 | ||||||||
Cash payment to receive a complete release of claims | 20,000,000 | ||||||||
Charge related to unexchanged merger shares contingency | 3,000,000 | ||||||||
Charge in general and administrative expenses | 8,000 | 22,000 | |||||||
Future minimum lease payments under operating leases | 33,100,000 | 33,100,000 | |||||||
Future minimum lease payments under operating leases due in 2013 | 1,425,000 | 1,425,000 | |||||||
Future minimum lease payments under operating leases due in 2014 | 4,841,000 | 4,841,000 | |||||||
Future minimum lease payments under operating leases due in 2015 | 4,601,000 | 4,601,000 | |||||||
Future minimum lease payments under operating leases due in 2016 | 4,072,000 | 4,072,000 | |||||||
Future minimum lease payments under operating leases due in 2017 | 3,530,000 | 3,530,000 | |||||||
Future minimum lease payments under operating leases due thereafter | 14,595,000 | 14,595,000 | |||||||
Local deals and getaway merchant payables | 21,900,000 | 21,900,000 | 23,400,000 | ||||||
Liability For Unexchanged Promotional Shares [Member] | |||||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||||
Total number of states that have raised claims | 34 | ||||||||
Approximate number of shares of the Company claimed in the multi-state settlement | 0.7 | ||||||||
Additional number of states that may raise claims | 15 | 15 | |||||||
Additional number of shares of the Company that may be claimed | 0.4 | ||||||||
Charge during period for the unexchanged shares | 22,000,000 | ||||||||
Commitments and Contingencies (Additional Textual) [Abstract] | |||||||||
Charge related to unexchanged merger shares contingency | $3,000,000 | ||||||||
Purported class action lawsuits | |||||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||||
Number of purported class action lawsuits | 2 | ||||||||
Shareholder derivative lawsuits | |||||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||||
Number of purported class action lawsuits | 5 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (Stock Options [Member], USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 30, 2009 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Employee Options, July Two Thousand Thirteen [Member] | Employee Options, July Two Thousand Thirteen [Member] | Employee Options Two Thousand Twelve [Member] | Employee Options Two Thousand Twelve [Member] | Employee Options Two Thousand Twelve [Member] | Employee Options Two Thousand Twelve [Member] | Employee Options Two Thousand Twelve [Member] | Employee Options Two Thousand Nine [Member] | Employee Options Two Thousand Nine [Member] | Employee Options Two Thousand Nine [Member] | Employee Options Two Thousand Nine [Member] | Employee Options Two Thousand Nine [Member] | ||
Stock-Based Compensation (Textual) [Abstract] | |||||||||||||
Employee options granted to purchase shares of common stock | 75,000 | 100,000 | 300,000 | ||||||||||
Exercise price of employee option shares of common stock | $29.58 | $28.98 | $14.97 | ||||||||||
Options vest and become exercisable annually | 25,000 | 25,000 | 75,000 | ||||||||||
Options Vested | 0 | 25,000 | 25,000 | 225,000 | 225,000 | ||||||||
Options outstanding | 75,000 | 100,000 | 100,000 | 300,000 | 300,000 | ||||||||
Total stock-based compensation | $69,000 | $119,000 | $119,000 | $358,000 | $338,000 | $187,000 | $187,000 | $562,000 | $562,000 | ||||
Unrecognized stock-based compensation expense | $1,300,000 | $1,100,000 | $1,100,000 | $562,000 | $562,000 | ||||||||
Expected duration for recognition of stock based compensation expense | 3 years 11 months | 2 years 4 months | 1 year 0 months | ||||||||||
Share based payment award, options, valuation assumption, forfeiture rate | 0.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Income Taxes (Textual) [Abstract] | |||||
Effective tax rate | -351.10% | 32.00% | |||
Charge during period for the unexchanged shares | $22,000,000 | $0 | $22,000,000 | $3,000,000 | |
Recognizable tax benefits | 0 | ||||
Accrued expense for unexchanged merger shares as having no recognizable tax benefits | 3,000,000 | ||||
Increase in effective tax rate | 382.90% | 4.00% | |||
Undistributed earnings on a book basis for the non-U.S. subsidiaries | 2,600,000 | ||||
Total unrecognized tax benefits | 9,400,000 | 9,400,000 | |||
Unrecognized tax benefits affecting the company's effective income tax rate | 8,000,000 | 8,000,000 | |||
Unrecognized tax benefits to be recorded in discontinued operations | 1,400,000 | 1,400,000 | |||
Accrued interest and penalties | $984,000 | $984,000 | $664,000 |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||
Summary of operating results from continuing operations and assets by business segment | |||||||
Revenues from unaffiliated customers | $37,256 | $35,447 | $120,759 | $114,140 | |||
Intersegment revenues | 0 | 0 | 0 | 0 | |||
Total net revenues | 37,256 | 35,447 | 120,759 | 114,140 | |||
Operating income | -18,025 | 4,195 | -2,196 | 21,132 | |||
North America | |||||||
Summary of operating results from continuing operations and assets by business segment | |||||||
Revenues from unaffiliated customers | 26,209 | 25,147 | 86,368 | 82,415 | |||
Intersegment revenues | 361 | 211 | 757 | 496 | |||
Total net revenues | 26,570 | 25,358 | 87,125 | 82,911 | |||
Operating income | 2,506 | 3,121 | 13,888 | 18,094 | |||
Europe | |||||||
Summary of operating results from continuing operations and assets by business segment | |||||||
Revenues from unaffiliated customers | 11,047 | 10,300 | 34,391 | 31,725 | |||
Intersegment revenues | 110 | 10 | 440 | 41 | |||
Total net revenues | 11,157 | 10,310 | 34,831 | 31,766 | |||
Operating income | 1,469 | 1,074 | 5,916 | 6,038 | |||
Elimination and Other | |||||||
Summary of operating results from continuing operations and assets by business segment | |||||||
Revenues from unaffiliated customers | 0 | [1] | 0 | 0 | [2] | 0 | [2] |
Intersegment revenues | -471 | [1] | -221 | -1,197 | [2] | -537 | [2] |
Total net revenues | -471 | [1] | -221 | -1,197 | [2] | -537 | [2] |
Operating income | ($22,000) | [1] | $0 | ($22,000) | [2] | ($3,000) | [2] |
[1] | Amount represents a charge related to unexchanged promotional shares of $22.0 million for the three months ended SeptemberB 30, 2013. | ||||||
[2] | Amount represents a charge related to unexchanged promotional shares of $22.0 million and $3.0 million for the nine months ended SeptemberB 30, 2013 and SeptemberB 30, 2012, respectively. |
Segments_Details_1
Segments (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | $6,916 | $5,300 |
Total assets | 113,955 | 97,833 |
North America | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 4,918 | 3,389 |
Total assets | 102,476 | 92,139 |
Europe | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 1,998 | 1,911 |
Total assets | 42,531 | 36,595 |
Elimination | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 0 | 0 |
Total assets | ($31,052) | ($30,901) |
Segments_Details_2
Segments (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Breakdown of revenues by type and segment | ||||
Revenues | $37,256 | $35,447 | $120,759 | $114,140 |
Travel | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 23,238 | 19,974 | 74,665 | 65,047 |
Search | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 6,001 | 6,763 | 19,394 | 21,055 |
Local | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 8,017 | 8,710 | 26,700 | 28,038 |
North America | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 26,209 | 25,147 | 86,368 | 82,415 |
North America | Travel | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 14,940 | 12,606 | 48,892 | 42,743 |
North America | Search | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 5,173 | 5,737 | 16,856 | 17,727 |
North America | Local | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 6,096 | 6,804 | 20,620 | 21,945 |
Europe | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 11,047 | 10,300 | 34,391 | 31,725 |
Europe | Travel | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 8,298 | 7,368 | 25,772 | 22,304 |
Europe | Search | ||||
Breakdown of revenues by type and segment | ||||
Revenues | 828 | 1,026 | 2,539 | 3,328 |
Europe | Local | ||||
Breakdown of revenues by type and segment | ||||
Revenues | $1,921 | $1,906 | $6,080 | $6,093 |
Segments_Details_Textual
Segments (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Segments | |||||
Segments (Textual) [Abstract] | |||||
Number of reportable operating segments | 2 | ||||
Charge related to unexchanged merger shares | $22 | $3 | |||
Percentage of revenue | 10.00% | 10.00% | 10.00% | 10.00% | |
Percentage of accounts receivable | 10.00% | 10.00% | 10.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Board of Directors Chairman [Member] | Travelzoo Asia Limited | Travelzoo Japan K.K |
Related Party Transaction | |||
Percent of outstanding shares held by related party | 47.10% | ||
Company receivables part of prepaid expenses and other current assets | $733 | $355 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | ($2,116) | ($1,484) | ($737) | ($1,422) |
Other comprehensive income before reclassifications | 1,319 | 756 | -60 | 694 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 |
Net current period other comprehensive income | 1,319 | 756 | -60 | 694 |
Ending balance | -797 | -728 | -797 | -728 |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | -2,116 | -1,484 | -737 | -1,422 |
Other comprehensive income before reclassifications | 1,319 | 756 | -60 | 694 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net current period other comprehensive income | 1,319 | 756 | -60 | 694 |
Ending balance | ($797) | ($728) | ($797) | ($728) |