Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 09, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Travelzoo Inc | ||
Entity Central Index Key | 1,133,311 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 60,608,896 | ||
Entity Common Stock, Shares Outstanding | 12,461,553 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 22,553 | $ 26,838 |
Accounts receivable, less allowance for doubtful accounts of $315 and $295 as of December 31, 2017 and 2016, respectively | 11,769 | 14,415 |
Income tax receivable | 517 | 542 |
Deferred tax assets | 0 | 793 |
Deposits | 259 | 105 |
Prepaid expenses and other | 2,141 | 1,773 |
Total current assets | 37,239 | 44,466 |
Deposits and other | 548 | 702 |
Deferred tax assets | 1,516 | |
Deferred tax assets | 1,052 | |
Restricted cash | 1,448 | 1,152 |
Property and equipment, net | 4,921 | 6,158 |
Total assets | 45,672 | 53,530 |
Current liabilities: | ||
Accounts payable | 19,105 | 19,714 |
Accrued expenses and other | 8,702 | 8,699 |
Deferred revenue | 825 | 719 |
Income tax payable | 961 | 691 |
Total current liabilities | 29,593 | 29,823 |
Long-term tax liabilities | 373 | 2,879 |
Long-term deferred rent and other | 2,628 | 2,764 |
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; 12,462 shares issued and outstanding as of December 31, 2017 and 13,462 shares issued and outstanding as of December 31, 2016) | 125 | 135 |
Additional paid-in capital | 0 | 0 |
Retained earnings | 16,550 | 21,716 |
Accumulated other comprehensive loss | (3,597) | (3,787) |
Total stockholders’ equity | 13,078 | 18,064 |
Total liabilities and stockholders’ equity | $ 45,672 | $ 53,530 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Allowance for doubtful accounts | $ 315 | $ 295 |
Stockholders' Equity: | ||
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) | 12,462,000 | 13,462,000 |
Common stock, shares outstanding (in shares) | 12,462,000 | 13,462,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||||||||||
Revenues | $ 26,997 | $ 24,687 | $ 26,411 | $ 28,429 | $ 26,814 | $ 26,823 | $ 29,798 | $ 30,828 | $ 106,524 | $ 114,263 | $ 123,961 |
Cost of revenues | 3,462 | 3,018 | 3,222 | 3,207 | 3,263 | 3,270 | 3,471 | 3,851 | 12,909 | 13,855 | 18,148 |
Gross profit | 23,535 | 21,669 | 23,189 | 25,222 | 23,551 | 23,553 | 26,327 | 26,977 | 93,615 | 100,408 | 105,813 |
Operating expenses: | |||||||||||
Sales and marketing | 13,746 | 13,973 | 14,213 | 15,356 | 13,369 | 14,075 | 15,455 | 15,530 | 57,288 | 58,429 | 65,609 |
Product development | 2,208 | 2,315 | 2,344 | 2,357 | 2,077 | 2,230 | 2,001 | 2,788 | 9,224 | 9,096 | 12,214 |
General and administrative | 6,502 | 5,363 | 5,246 | 5,447 | 6,077 | 5,373 | 5,434 | 5,813 | 22,558 | 22,697 | 24,170 |
Total operating expenses | 22,456 | 21,651 | 21,803 | 23,160 | 21,523 | 21,678 | 22,890 | 24,131 | 89,070 | 90,222 | 101,993 |
Income from continuing operations | 1,079 | 18 | 1,386 | 2,062 | 2,028 | 1,875 | 3,437 | 2,846 | 4,545 | 10,186 | 3,820 |
Other income (loss), net | 62 | 86 | 18 | 7 | (480) | 251 | (91) | 133 | 173 | (187) | (1,242) |
Income from continuing operations before income taxes | 1,141 | 104 | 1,404 | 2,069 | 1,548 | 2,126 | 3,346 | 2,979 | 4,718 | 9,999 | 2,578 |
Income tax expense (benefit) | 466 | 680 | 771 | 1,209 | 542 | 748 | 1,548 | 1,154 | 3,126 | 3,992 | (5,945) |
Income from continuing operations | 675 | (576) | 633 | 860 | 1,006 | 1,378 | 1,798 | 1,825 | 1,592 | 6,007 | 8,523 |
Income from discontinued operations, net of income taxes | 0 | 0 | 54 | 1,884 | (63) | 241 | 222 | 224 | 1,938 | 624 | 2,341 |
Net income | $ 675 | $ (576) | $ 687 | $ 2,744 | $ 943 | $ 1,619 | $ 2,020 | $ 2,049 | $ 3,530 | $ 6,631 | $ 10,864 |
Income per share—basic: | |||||||||||
Continuing operations (in dollars per share) | $ 0.05 | $ (0.05) | $ 0.05 | $ 0.07 | $ 0.07 | $ 0.10 | $ 0.13 | $ 0.13 | $ 0.12 | $ 0.43 | $ 0.58 |
Discontinued operation (in dollars per share) | 0 | 0 | 0 | 0.14 | 0 | 0.02 | 0.01 | 0.01 | 0.15 | 0.04 | 0.16 |
Net income per share, basic (in dollars per share) | 0.05 | (0.05) | 0.05 | 0.21 | 0.07 | 0.12 | 0.14 | 0.14 | 0.27 | 0.47 | 0.74 |
Income per share—diluted: | |||||||||||
Continuing operations (in dollars per share) | 0.05 | (0.05) | 0.05 | 0.07 | 0.07 | 0.10 | 0.13 | 0.13 | 0.12 | 0.43 | 0.58 |
Discontinued operation (in dollars per share) | 0 | 0 | 0 | 0.14 | 0 | 0.02 | 0.01 | 0.01 | 0.15 | 0.04 | 0.16 |
Net income per share, diluted (in dollars per share) | $ 0.05 | $ (0.05) | $ 0.05 | $ 0.21 | $ 0.07 | $ 0.12 | $ 0.14 | $ 0.14 | $ 0.27 | $ 0.47 | $ 0.74 |
Shares used in computing basic net income per share (in shares) | 12,882 | 13,997 | 14,722 | ||||||||
Shares used in computing diluted net income per share (in shares) | 12,894 | 13,997 | 14,722 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 3,530 | $ 6,631 | $ 10,864 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 190 | 121 | (1,306) |
Total comprehensive income | $ 3,720 | $ 6,752 | $ 9,558 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2014 | 14,730 | |||||
Beginning balance at Dec. 31, 2014 | $ 35,827 | $ 163 | $ (21,517) | $ 30,586 | $ 29,197 | $ (2,602) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 401 | 401 | ||||
Retirement of treasury stock | 0 | $ (13) | 23,241 | (23,228) | ||
Repurchase and retirement of common stock, net (in shares) | (212) | |||||
Repurchase and retirement of common stock, net | (1,724) | (1,724) | ||||
Proceeds from sale of shares fractionalized from reverse/forward stock split, including transaction costs | (102) | (102) | ||||
Acquisition of Asia Pacific Business | (22,573) | (22,573) | ||||
Foreign currency translation adjustment | (1,306) | (1,306) | ||||
Net income | 10,864 | 10,864 | ||||
Ending balance at Dec. 31, 2015 | 21,387 | $ 150 | 0 | 7,759 | 17,386 | (3,908) |
Ending balance shares (in shares) at Dec. 31, 2015 | 14,518 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 933 | 933 | ||||
Repurchase and retirement of common stock, net (in shares) | (1,056) | |||||
Repurchase and retirement of common stock, net | (9,505) | $ (15) | (7,189) | (2,301) | ||
Foreign currency translation adjustment | 121 | 121 | ||||
Tax benefit shortfall from forfeiture/cancellation of stock options | (1,503) | (1,503) | ||||
Net income | 6,631 | 6,631 | ||||
Ending balance at Dec. 31, 2016 | $ 18,064 | $ 135 | 0 | 0 | 21,716 | (3,787) |
Ending balance shares (in shares) at Dec. 31, 2016 | 13,462 | 13,462 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 1,006 | 0 | ||||
Repurchase and retirement of common stock, net (in shares) | (1,000) | |||||
Repurchase and retirement of common stock, net | (9,712) | $ (10) | (8,696) | |||
Foreign currency translation adjustment | 190 | 190 | ||||
Net income | 3,530 | 3,530 | ||||
Ending balance at Dec. 31, 2017 | $ 13,078 | $ 125 | $ 0 | $ 0 | $ 16,550 | $ (3,597) |
Ending balance shares (in shares) at Dec. 31, 2017 | 12,462 | 12,462 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 3,530 | $ 6,631 | $ 10,864 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 2,075 | 2,530 | 2,788 |
Discontinued operations gain on sale of Fly.com domain name | (2,890) | 0 | 0 |
Stock-based compensation | 1,006 | 933 | 401 |
Deferred income tax | 309 | (199) | (269) |
Net foreign currency effect | (354) | (315) | 480 |
Other | 118 | 100 | (20) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,065 | 1,313 | (789) |
Income tax receivable | 28 | 816 | 2,371 |
Prepaid expenses and other | (487) | 957 | 675 |
Accounts payable | (1,588) | (2,463) | (1,139) |
Reserve for unexchanged promotional shares | 0 | 0 | (1,393) |
Accrued expenses and other | (475) | (1,747) | (1,681) |
Income tax payable | 261 | 287 | (161) |
Other non-current liabilities | (2,522) | (121) | (7,935) |
Net cash provided by operating activities | 2,076 | 8,722 | 4,192 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (738) | (909) | (1,282) |
Proceeds from sale of Fly.com domain name | 2,890 | 0 | 0 |
Release of restricted cash | 0 | 0 | 64 |
Net cash provided by (used in) investing activities | 2,152 | (909) | (1,218) |
Cash flows from financing activities: | |||
Acquisition of the Asia Pacific business | 0 | 58 | (16,974) |
Payment of loan to related party | 0 | (5,658) | (3,250) |
Proceeds from loan from related party | 0 | 0 | 2,224 |
Increase in bank overdraft | 0 | 0 | 44 |
Decrease in bank overdraft | 0 | 0 | (385) |
Repurchase of common stock | (9,712) | (9,662) | (1,569) |
Reverse/forward stock split, including transaction costs | 0 | 0 | (102) |
Net cash used in financing activities | (9,712) | (15,262) | (20,012) |
Effect of exchange rate changes on cash and cash equivalents | 1,199 | (841) | (3,251) |
Net decrease in cash and cash equivalents | (4,285) | (8,290) | (20,289) |
Cash and cash equivalents at beginning of year | 26,838 | 35,128 | 55,417 |
Cash and cash equivalents at end of year | 22,553 | 26,838 | 35,128 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes, net | 6,201 | 3,309 | 801 |
Cash paid for interest | 0 | 88 | 128 |
Note payable for the acquisition of the Asia Pacific business | $ 0 | $ 0 | $ 5,658 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) The Company and Basis of Presentation Travelzoo® provides our members insider deals and one-of-a-kind experiences personally reviewed by one of our deal experts around the globe. With more than 25 offices worldwide, we have our finger on the pulse of outstanding travel, entertainment, and lifestyle experiences. For over 15 years we have worked in partnership with top travel suppliers—our long-standing relationships give Travelzoo members access to the very best deals. Travelzoo's revenues are generated primarily from advertising fees. Our publications and products include the Travelzoo website, the Travelzoo iPhone and Android apps, the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, and the Travelzoo Network , a network of third-party websites that list travel deals published by Travelzoo. Our Travelzoo website includes Local Deals and Getaway 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. Ralph Bartel, who founded Travelzoo (the "Company") 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 December 31, 2017 , Azzurro is the Company's largest stockholder, holding approximately 57.8% of the Company's outstanding shares. During the first quarter of 2017, the Company discontinued operations of its SuperSearch and Fly.com products to focus on its global Travelzoo® brand and reflected the revenues and expenses for these products as discontinued operations, net of taxes, for the current and prior periods presented. See "Note 11: Discontinued Operations" for further information. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Significant estimates included in the consolidated financial statements and related notes include revenue recognition, income taxes, stock-based compensation, loss contingencies, and useful lives of property, plant and equipment. Actual results could differ materially from those estimates. (b) Revenue Recognition The Company’s revenue consists primarily of advertising sales. Advertising revenues are principally derived from the sale of advertising in Asia Pacific, Europe and North America on the Travelzoo website, in the Travelzoo Top 20 e-mail newsletter, in Newsflash , and from the Travelzoo Network . The Company also generates revenue from the sale of vouchers through our Local Deals and Getaway e-mail alert services and providing hotel bookings. Advertising revenues are recognized in the period in which the advertisement is displayed or the voucher sale has been completed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. The Company evaluates each of these criteria as follows: • Evidence of an arrangement. The Company considers an insertion order signed by the advertiser or its agency to be evidence of an arrangement. • Delivery. Delivery is considered to occur when the advertising has been displayed, the click-throughs have been delivered or the voucher sale has been completed, as applicable. • Fixed or determinable fee. The Company's arrangements with its customers specifies the price paid for advertising services. • Collection is deemed reasonably assured . The Company conducts a credit review for all advertising transactions at the time of the arrangement to determine the creditworthiness of the advertiser. Collection is deemed reasonably assured if it is expected that the advertiser will be able to pay amounts under the arrangement as payments become due. Collection is deemed not reasonably assured when an advertiser is perceived to be in financial distress, which may be evidenced by weak industry condition, bankruptcy filing, or previously billed amounts that are past due. If it is determined that collection is not reasonably assured, then revenue is deferred and recognized upon cash collection. Collection is deemed reasonably assured for our voucher sales to consumers as these transactions require the use of credit cards subject to authorization. The Company recognizes revenue for fixed-fee advertising arrangements ratably over the term of the insertion order as described below, with the exception of Travelzoo Top 20 or Newsflash insertions, which are recognized upon delivery. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company allocates the total arrangement fee to each element based on the relative estimated selling price of each element. The Company recognizes revenue for the period based on elements delivered during the period. The Company uses prices stated on its internal rate card, which represents stand-alone sales prices, to establish estimated selling prices. The stand-alone price is the price that would be charged if the advertiser purchased only the individual insertion. Fees for variable-fee advertising arrangements are recognized based on the number of impressions displayed, number of clicks delivered, number of emails sent or number of referrals generated during the period. Insertion orders that include fixed-fee advertising are invoiced upon acceptance of the insertion order and on the first day of each month over the term of the insertion order, with the exception of Travelzoo Top 20 or Newsflash listings, which are invoiced upon delivery. Insertion orders that include variable-fee advertising are invoiced at the end of the month. The Company’s standard terms state that in the event that Travelzoo fails to publish advertisements as specified in the insertion order, the liability of Travelzoo to the advertiser shall be limited to, at Travelzoo’s sole discretion, a pro rata refund of the advertising fee, the placement of the advertisements at a later time in a comparable position, or the extension of the term of the insertion order until the advertising is fully delivered. The Company believes that no significant obligations exist after the full delivery of advertising. Revenues from advertising sold to advertisers through agencies are reported at the net amount billed to the agency. Costs incurred for our affiliate traffic from our Travelzoo Network are classified as cost of revenues in our consolidated statements of operations. For Local Deals and Getaway products , the Company earns a fee for acting as an agent in these transactions which is recorded on a net basis and is included in revenue upon completion of the voucher sale. Certain merchant contracts in foreign locations allow us to retain fees related to vouchers sold that are not redeemed by purchasers upon expiration, which we recognize as revenue after the expiration of the redemption period and after there are no further obligations to provide funds to merchants, members or others. Commission revenues generated through provision of hotel booking reservations to hotels are recognized upon the estimated date the stay occurs at the hotel, which includes estimates of cancellations of the hotel bookings based upon historical patterns. If the hotel booking cannot be canceled then revenue is recognized upon booking. (c) Reserve for Refunds to Members The Company records an estimated reserve for refunds to members based on our historical experience at the time revenue is recorded for Local Deals and Getaway voucher sales. We accrue costs associated with refunds in accrued expenses on the consolidated balance sheets. We consider many key factors such as the historical refunds based upon the time lag since the sale, historical reasons for refunds, time period that remains until the deal expiration date, any changes in refund procedures and estimates of redemptions and breakage. Should any of these factors change, the estimates made by management will also change, which could impact the level of our future reserve for refunds to member. Specifically, if the financial condition of our advertisers, the business that is providing the vouchered service, were to deteriorate, affecting their ability to provide the services to our members, additional reserves for refunds to members may be required. Estimated member refunds that are determined to be recoverable from the merchant are recorded in the consolidated statements of operations as a reduction to revenue. We accrue costs associated with refunds in accrued expenses on the consolidated balance sheets. Estimated member refunds that are determined not to be recoverable from the merchant, are presented as a cost of revenue. If our judgments regarding estimated member refunds are inaccurate, reported results of operations could differ from the amount we previously accrued. (d) Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on its historical experience of write-offs and a detailed assessment of our accounts receivable and allowance for doubtful accounts. In estimating the provision for doubtful accounts, management considers the age of the accounts receivable, historical write-offs, the creditworthiness of the advertiser, the economic conditions of the advertiser’s industry, and general economic conditions, among other factors. Should any of these factors change, the estimates made by management will also change, which could impact the level of the future provision for doubtful accounts. Specifically, if the financial condition of our advertisers were to deteriorate, affecting their ability to make payments, additional provision for doubtful accounts may be required. (e) Advertising Costs Advertising costs are expensed as incurred. Online advertising is expensed as incurred over the period the advertising is displayed. Advertising costs amounted to $8.6 million , $10.4 million and $13.7 million for years ended December 31, 2017, 2016 and 2015 , respectively. (f) Operating Leases The Company leases facilities and equipment under various operating leases. These lease agreements generally include rent holidays rent escalation clauses and renewal periods at the Company's option. The Company recognizes expense for scheduled rent increases on a straight-line basis over the lease term beginning with the date it takes possession of the leased facilities and equipment. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the current lease term, or estimated life, if shorter. (g) Stock-Based Compensation The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model. The value of the portion of the award that is expected to vest is recognized as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations. See Note 8 to the accompanying consolidated financial statements for a further discussion on stock-based compensation. (h) Foreign Currency 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. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Realized gains and losses from foreign currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations. Total foreign currency transaction net gain of $158,000 for 2017 and total foreign currency transaction net losses of $211,000 and $1.1 million for 2016 and 2015, respectively, are included in Other income (loss), net in the Company’s consolidated statements of operations. (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, valuation allowances must be established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Significant judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress or closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. (j) Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes in equity that are excluded from net income (loss). For the Company, other comprehensive income (loss) includes foreign currency translation adjustments. Total comprehensive income (loss) for all periods presented has been disclosed in the consolidated statements of comprehensive loss. (k) Certain Risks and Uncertainties The Company’s cash, cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. The accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. As of December 31, 2017 , the Company did not have any customers that accounted for 10% or more of accounts receivable. As of December 31, 2016, the Company had one customer that accounted for 16% of accounts receivable. (l) Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less on the date of purchase. (m) Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Additions and improvements are capitalized. Maintenance and repairs are expensed as incurred. The Company also includes in fixed assets the capitalized cost of internal-use software and website development, including software used to upgrade and enhance its website and processes supporting the Company’s business in accordance with the framework established by the FASB accounting guidance for accounting for the cost of computer software developed or obtained for internal use and accounting for website development costs. Costs incurred in the planning stage and operating stage are expensed as incurred while costs incurred in the application development stage and infrastructure development stage are capitalized, assuming such costs are deemed to be recoverable. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are 3 to 5 years for computer hardware and software, capitalized internal-use software and website development costs, and office equipment and office furniture. The Company depreciates leasehold improvements over the term of the lease or the estimated useful life of the asset, whichever is shorter. (n) Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the accounting standard relating to impairment of long-lived assets, which requires an impairment loss to be recognized on assets to be held and used if the carrying amount of a long-lived asset group is not recoverable from its undiscounted cash flows. The amount of the impairment loss is measured as the difference between the carrying amount and the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. No impairment loss was recognized during years ended December 31, 2017 , 2016 and 2015. (o) Recently Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") 2015-17, "Income Taxes (Topic 740): 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 Company adopted ASU 2015-17 in the first quarter of 2017 on a prospective basis. Accordingly, the Company reclassified current deferred taxes of $793,000 to noncurrent on its March 31, 2017 consolidated balance sheet. No prior periods were retrospectively adjusted. 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. The Company adopted ASU 2016-09 in the first quarter of 2017. The Company elected to account for forfeitures as they occur and did not have unrecognized tax benefits of stock-based compensation; therefore, the adoption of this guidance did not have a material impact on our financial position or results of operations. (p) Recent Accounting Pronouncements Not Yet Adopted 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"). In December 27, 2016, FASB issued ASU 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers," which addresses loan guarantee fees, impairment testing of contract costs, provisions for losses on construction-type and production-type contracts, and various disclosures. ASU 2016-20 will go into effect once ASU 2014-09 takes effect. The Company is currently assessing the timing of revenue for its various advertising products including Top 20, Newsflash, Local Deals and Gateway vouchers and Hotel Platform commissions. Under this new guidance, the Company expects it will be required to recognize Local Deals and Getaway revenue on selected deals that is related to unredeemed vouchers based upon estimates at the time of sale of the vouchers rather than the current practice of waiting to recognize this revenue upon expiration of the legal obligation. In addition, advertising related revenue will be recognized at the time of display similar to the current revenue recognition model. Although the Company is still currently evaluating the impact of the adoption on its financial position, results of operations and cash flows and has not yet determined whether the effect will be material, the adoption is expected to result in additional required disclosures related to its revenue arrangements. The Company expects to adopt this standard effective January 1, 2018 with a cumulative adjustment to retained earnings using the modified retrospective method. 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 on its balance sheet. 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. For operating leases with terms longer than 12 months, the Company will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The Company is currently in the process of evaluating the impact and expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption. In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which addresses eight classification issues related to the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows: Restricted Cash," which addresses classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. Both ASU 2016-15 and ASU 2016-18 are effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017 and should apply using a retrospective transition method to each period presented. These accounting standard updates will be effective for the Company on January 1, 2018. The Company is currently in the process of evaluating the impact of the adoption on its financial position, results of operations and cash flows. 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 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 is currently in the process of evaluating the impact of the adoption on its financial position, results of operations and cash flows. In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting," which gives direction on which changes to the terms or conditions of these awards require an entity to apply modification accounting in ASC Topic 718, "Compensation-Stock Compensation." The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 for all entities with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its financial position, results of operations and cash flows. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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): Year Ended December 31, 2017 2016 2015 Numerator: Income from continuing operations $ 1,592 $ 6,007 $ 8,523 Income from discontinued operations, net of income taxes 1,938 624 2,341 Net income $ 3,530 $ 6,631 $ 10,864 Denominator: Weighted average common shares—basic 12,882 13,997 14,722 Effect of dilutive securities: stock options 12 — — Weighted average common shares—diluted 12,894 13,997 14,722 Income per share—basic: Continuing operations $ 0.12 $ 0.43 $ 0.58 Discontinued operations 0.15 0.04 0.16 Net income per share—basic $ 0.27 $ 0.47 $ 0.74 Income per share—diluted: Continuing operations $ 0.12 $ 0.43 $ 0.58 Discontinued operations 0.15 0.04 0.16 Net income per share—diluted $ 0.27 $ 0.47 $ 0.74 For the years ended December 31, 2017 , 2016 and 2015 , options to purchase 550,000 , 600,000 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. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid expenses and other consist of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ 1,859 $ 1,334 Other current assets 282 439 Total prepaid expenses and other $ 2,141 $ 1,773 Property and equipment consist of the following (in thousands): December 31, 2017 2016 Computer hardware and software $ 3,337 $ 4,969 Office equipment and office furniture 8,002 8,802 Capitalized internal-use software and website development 4,383 3,265 Leasehold improvements 6,629 6,259 22,351 23,295 Less accumulated depreciation and amortization (17,430 ) (17,137 ) Total $ 4,921 $ 6,158 Depreciation expense was $1.8 million , $2.1 million , and $2.2 million for the years ended December 31, 2017, 2016 and 2015 , respectively. Amortization of capitalized internal-use software and website development costs was $321,000 , $460,000 and $308,000 for the years ended December 31, 2017, 2016 and 2015 , respectively. Changes to the allowance for doubtful accounts and reserve for member refunds are as follows (in thousands): Allowance for doubtful accounts Reserve for Balance at January 1, 2015 $ 444 $ 799 Additions — charged to costs and expenses, or contra revenue, net 295 776 Deductions — recoveries of amounts previously charged-off (179 ) — Deductions — write-offs (176 ) (1,045 ) Balance at December 31, 2015 384 530 Additions — charged to costs and expenses, or contra revenue, net 107 507 Deductions — recoveries of amounts previously charged-off (89 ) — Deductions — write-offs (107 ) (563 ) Balance at December 31, 2016 295 474 Additions — charged to costs and expenses, or contra revenue, net 158 942 Deductions — recoveries of amounts previously charged-off (125 ) — Deductions — write-offs (13 ) (886 ) Balance at December 31, 2017 $ 315 $ 530 Local Deals and Getaway merchant payable included in accounts payable was $14.6 million and $14.8 million , as of December 31, 2017 and 2016 , respectively. Accrued expenses and other consist of the following (in thousands): December 31, 2017 2016 Accrued advertising expense $ 1,727 $ 1,828 Accrued compensation expense 3,540 3,288 Reserve for member refunds 539 474 Other accrued expenses 2,396 2,678 Deferred rent 500 431 Total accrued expenses and other $ 8,702 $ 8,699 At December 31, 2017 and 2016 , 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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. 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 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. During 2010 through 2014, the Company became subject to unclaimed property audits of various states in the United States related to the above unexchanged promotional shares and completed settlements with all states. 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 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 consolidated financial statements include charges in general and administrative expenses of $1,000 , $ 2,000 and $1,000 for the years ended December 31, 2017 , 2016 and 2015 , respectively. 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 March 2018 and November 2024. Rent expense was $5.8 million , $5.3 million and $5.8 million for years ended December 31, 2017, 2016 and 2015 , respectively. Some of these lease agreements have free or escalating rent payment provisions. We recognize rent expense under such arrangements on a straight line basis. On August 20, 2015, as part of the Asia Pacific acquisition, 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% . In January 2016, the full amount of the loan was paid off by Travelzoo (Europe) Limited. The Company has purchase commitments which represent the minimum obligations the Company has under agreements with certain suppliers. These minimum obligations are less than the Company's projected use for those periods. Payments may be more than the minimum obligations based on actual use. The following table summarizes the Company's principal contractual commitments as of December 31, 2017 (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Operating leases $ 5,320 $ 4,505 $ 3,833 $ 3,205 $ 2,370 $ 3,258 $ 22,491 Purchase obligations 1,446 17 11 — — — 1,474 Total commitments $ 6,766 $ 4,522 $ 3,844 $ 3,205 $ 2,370 $ 3,258 $ 23,965 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including: a federal corporate rate reduction from 35% to 21%; limitations on the deductibility of interest expense and executive compensation; creation of the base erosion anti-abuse tax (“BEAT”), a new minimum tax; and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system. The change to a modified territorial tax system resulted in a one-time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”), with future distributions not subject to U.S. federal income tax when repatriated. A majority of the provisions in the Tax Act are effective January 1, 2018. In response to the Tax Act, the SEC staff issued guidance on accounting for the tax effects of the Tax Act. The guidance provides a one-year measurement period for companies to complete the accounting. The Company reflected the income tax effects of those aspects of the Tax Act for which the accounting is complete. To the extent a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, a company should record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. In connection with the Company's initial analysis of the impact of the Tax Act, the Company has recorded a provisional estimate of discrete net tax expense of $508,000 for the period ended December 31, 2017. This discrete expense consists of provisional estimates of zero expense for the Transition Tax, $173,000 net benefit for the decrease in the Company's deferred tax liability on unremitted foreign earnings, and $681,000 net expense for remeasurement of the Company's deferred tax assets and liabilities for the corporate rate reduction. After the passage of the Tax Act on December 22, 2017, all undistributed foreign earnings before the passage became subject to U.S. federal tax at reduced rates; however, the Company’s provisional estimate is that there will be no net expense for the Transition Tax related to these undistributed earnings. Due to the change in U.S. federal tax law, management re-assessed its assertion to indefinitely reinvest unremitted foreign earnings for certain non-U.S. subsidiaries as of December 31, 2017. The Company recognized a benefit of $173,000 of deferred U.S. state and foreign withholding taxes related to certain non-U.S. subsidiaries withholding taxes on undistributed foreign earnings. This is a provisional estimate pending further legislative action from the states regarding conformity with the Tax Act. The estimated amount of the unrecognized deferred tax liability attributed to future withholding taxes on dividend distributions of undistributed earnings for certain non-U.S. subsidiaries, which the Company intends to reinvest the related earnings indefinitely in its operations outside the U.S., is approximately $441,000 at December 31, 2017. The Company has not completed our accounting for the income tax effects of certain elements of the Tax Act. The Tax Act creates a new requirement that certain income such as Global Intangible Low-Taxed Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) must be included in the gross income of the CFC U.S. shareholder. Because of the complexity of the new GILTI, the Company is continuing to evaluate these provisions of the Tax Act and whether taxes due on future U.S. inclusions related to GILTI should be recorded as a current-period expense when incurred, or factored into a company’s measurement of its deferred taxes. As a result, the Company has not included an estimate of the tax expense or benefit related to these items for the period ended December 31, 2017. The components of income before income tax expense are as follows (in thousands): Year Ended December 31, 2017 2016 2015 U.S. $ 6,953 $ 7,525 $ 3,442 Foreign (2,235 ) 2,474 (864 ) $ 4,718 $ 9,999 $ 2,578 Income tax expense consists of current and deferred components categorized by federal, state and foreign jurisdictions, as shown below. The current provision is generally that portion of income tax expense that is currently payable to the taxing authorities. The Company makes estimated payments of these amounts during the year. The deferred tax provision results from changes in the Company’s deferred tax assets (future deductible amounts) and tax liabilities (future taxable amounts), which are presented in the table below: Current Deferred Total (In thousands) Year Ended December 31, 2017 Federal $ 1,988 $ 24 $ 2,012 State 198 (64 ) 134 Foreign 905 75 980 $ 3,091 $ 35 $ 3,126 Year Ended December 31, 2016 Federal $ 2,403 $ (123 ) $ 2,280 State 395 23 418 Foreign 1,391 (97 ) 1,294 $ 4,189 $ (197 ) $ 3,992 Year Ended December 31, 2015 Federal $ (6,475 ) $ (238 ) $ (6,713 ) State 281 51 332 Foreign 454 (18 ) 436 $ (5,740 ) $ (205 ) $ (5,945 ) Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following (in thousands): Year Ended December 31, 2017 2016 2015 Federal tax at statutory rates $ 1,651 $ 3,500 $ 902 State taxes, net of federal income tax benefit 113 276 219 Change of valuation allowance 1,577 895 816 Uncertain tax positions (907 ) (132 ) (7,935 ) Foreign income taxed at different rates 72 (509 ) (124 ) U.S. tax reform (the Tax Act) 681 — — Tax on undistributed earnings (173 ) — — Non-deductible expenses and other 112 (38 ) 177 Total income tax expense $ 3,126 $ 3,992 $ (5,945 ) The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 9,250 $ 7,239 State income taxes 65 159 Accruals and allowances 287 447 Stock based compensation 744 771 Unrealized foreign exchange losses 191 149 Deferred revenue 87 113 Deferred rent 418 625 Total deferred tax assets 11,042 9,503 Valuation allowance (9,249 ) (7,168 ) Total deferred tax assets net of valuation allowance 1,793 2,335 Deferred tax liabilities: U.S. tax on undistributed earnings — (173 ) Property, equipment and intangible assets (277 ) (351 ) Total deferred tax liabilities (277 ) (524 ) Net deferred tax assets $ 1,516 $ 1,811 Changes in the deferred tax assets valuation allowance for the years ended December 31, 2015, 2016 and 2017 are as follows (in thousands): Balance at the beginning of the year Charged (Credited) to expenses Charged (Credited) to other account (*) Balance at end of year Deferred tax assets valuation allowance 2015 $ 6,431 816 (307 ) $ 6,940 2016 $ 6,940 895 (667 ) $ 7,168 2017 $ 7,168 1,577 504 $ 9,249 (*) Amounts not charged (credited) to expenses are charged (credited) to stockholder's equity or deferred tax assets (liabilities). As of December 31, 2017 , the Company has a valuation allowance of approximately $9.2 million related to foreign net operating loss carryforwards (“NOL”) of approximately $38.2 million for which it is more likely than not that the tax benefit will not be realized. The amount of the valuation allowance represented an increase of approximately $2.1 million over the amount recorded as of December 31, 2016 , and was due to the increase in foreign operating losses. If not utilized, foreign NOL of $22.2 million may be carried forward indefinitely, and foreign NOL of $16.0 million will expire at various times between 2017 and 2025. The total amount of gross unrecognized tax benefits was $725,000 as of December 31, 2017 , of which up to $588,000 would affect the Company’s effective tax rate if realized. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits in 2015, 2016, and 2017 is as follows (in thousands): Gross unrecognized tax benefits balance at January 1, 2015 $ 10,025 Increase related to prior year tax positions 898 Decrease related to prior year tax positions — Increase related to current year tax positions 11 Settlements — Lapse of statute of limitations (8,264 ) Gross unrecognized tax benefits balance at December 31, 2015 2,670 Increase related to prior year tax positions 10 Decrease related to prior year tax positions — Increase related to current year tax positions — Settlements — Lapse of statute of limitations (323 ) Gross unrecognized tax benefits balance at December 31, 2016 2,357 Increase related to prior year tax positions 21 Decrease related to prior year tax positions (737 ) Increase related to current year tax positions 4 Settlements (920 ) Lapse of statute of limitations — Gross unrecognized tax benefits balance at December 31, 2017 $ 725 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. At December 31, 2017 , the Company had approximately $651,000 in accrued interest, of which $136,000 was a net increase in the amount accrued in 2017. The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company settled the 2009 tax examination with federal tax authorities and settled the 2012, 2013 and 2014 tax examination with New York tax authorities. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2010 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. 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2017 | |
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): Year Ended December 31, 2017 2016 2015 Beginning balance $ (3,787 ) $ (3,908 ) $ (2,602 ) Other comprehensive income (loss) due to foreign currency translation, net of tax 190 121 (1,306 ) Ending balance $ (3,597 ) $ (3,787 ) $ (3,908 ) There were no amounts reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2017, 2016 and 2015 . Accumulated other comprehensive income (loss) consists of foreign currency translation gain or loss. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company maintains a 401(k) Profit Sharing Plan & Trust (the “401(k) Plan”) for its employees in the United States. The 401(k) Plan allows employees of the Company to contribute up to 80% of their eligible compensation, subject to certain limitations. Since 2006, the Company matches employee contributions up to $1,500 per year. Employee contributions are fully vested upon contribution, whereas the Company’s matching contributions are fully vested after the first year of service. The Company also has various defined contribution plans for its international employees. The Company’s contributions to these benefit plans were approximately $2.0 million , $1.9 million and $2.1 million for the years ended December 31, 2017, 2016 and 2015 , respectively. |
Stock-Based Compensation and St
Stock-Based Compensation and Stock Options | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation and Stock Options | Stock-Based Compensation and Stock Options The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model. The value of the portion of the award that is expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s consolidated statements of income. 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 vest and become exercisable annually starting on January 23, 2013. The options expire in January 2022. During 2014, 25,000 options were canceled and 25,000 options were forfeited upon the departure of an executive. As of December 31, 2017 , 50,000 of the options were vested and outstanding. 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 December 31, 2017 , 400,000 options were vested and outstanding. 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. In 2017, 37,500 options were forfeited and 12,500 options were canceled upon the departure of an executive and the compensation expense of $19,000 was reversed. As of December 31, 2017 , 100,000 options were outstanding and 25,000 options of these options were vested. In October, 2017, the Company granted an executive stock options to purchase 400,000 shares of common stock with an exercise price of $6.95 , of which 50,000 shares are exercisable quarterly starting March 31, 2018 and ending on December 31, 2019. The options expire in October 2027. As of December 31, 2017 , 400,000 options were outstanding and none options of these options were vested. The Company recorded $1.0 million , $933,000 and $401,000 of stock-based compensation in general and administrative expenses for fiscal years 2017 , 2016 and 2015 , respectively. The Company utilized the Black-Scholes option pricing model to value the stock options granted in 2016, 2015 and 2012. The Company used an expected life as defined under the simplified method, which is using an average of the contractual term and vesting period of the stock options. The risk-free interest rate used for the award is based on the U.S. Treasury yield curve in effect at the time of grant. The Company accounted for forfeitures as they occur. The historical volatility was calculated based upon implied volatility of the Company's historical stock prices. The fair value of 2017, 2016 and 2015 stock options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 2017 2016 2015 Weighted-average fair value of options granted per share $ 3.11 $ 4.73 $ 4.42 Historical volatility 46 % 58 % 59 % Risk-free interest rate 2.06 % 1.38 % 1.73 % Dividend yield — — — Expected life in years 5.65 6.25 5.75 As of December 31, 2017 , there was approximately $1.1 million of unrecognized stock-based compensation expense related to outstanding 2017 stock options, expected to be recognized over 2 year, and approximately $258,000 of unrecognized stock-based compensation expense relating to outstanding 2016 stock options. This amount is expected to be recognized over 2.2 years. There was no unrecognized stock-based compensation expense relating to 2015 and 2012 stock options grants. Option activities during the years ended December 31, 2015 , 2016 , and 2017 were as follows: Shares Weighted-Average Weighted-Average Aggregate (In thousands) Outstanding at January 1, 2015 425,000 $ 19.20 5.79 years $ — Option Granted 400,000 $ 8.07 Options forfeited and canceled (50,000 ) $ 29.58 Outstanding at December 31, 2015 775,000 $ 12.78 5.53 years $ 120 Option Granted 150,000 $ 8.55 Options forfeited and canceled (325,000 ) $ 16.09 Outstanding at December 31, 2016 600,000 $ 9.93 8.55 years $ — Option Granted 400,000 $ 6.95 Options forfeited and canceled (50,000 ) $ 8.55 Outstanding at December 31, 2017 950,000 $ 8.75 8.48 years $ — Exercisable and fully vested at December 31, 2017 475,000 $ 10.30 7.38 years $ — Outstanding at December 31, 2017 and expected to vest thereafter 475,000 $ 7.20 9.58 years $ — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of years ended December 31, 2017, 2016 and 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2017 , 2016 , and 2015 . This amount changes based on the fair value of the Company’s stock. The Company’s policy is to issue shares from the authorized shares to fulfill stock option exercises. Outstanding options at December 31, 2017 were as follows: Exercise Price Shares Outstanding Options Outstanding Weighted-Average Shares Outstanding Options Exercisable $ 28.98 50,000 4.07 years $ 28.98 50,000 4.07 years $ 8.07 400,000 7.75 years $ 8.07 400,000 7.75 years $ 8.55 100,000 8.19 years $ 8.55 25,000 8.19 years $ 6.95 400,000 9.84 years $ 6.95 — 9.84 years |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Dec. 31, 2017 | |
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 for capital allocation purposes. Management is allowed discretion in the execution of the repurchase program based upon market conditions and consideration of capital allocation. In 2012 and 2014, the Company announced a stock repurchase program authorizing to repurchase the Company’s outstanding common stock of up to 1,000,000 shares and 500,000 shares, respectively. There were 268,000 shares remaining to be repurchased under the programs 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 , which were recorded as part of treasury stock as of December 31, 2015 . There were 56,000 shares remaining to be repurchased under this program as of December 31, 2015 . 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 year ended December 31, 2016, the Company repurchased 1,056,000 shares of common stock for an aggregate purchase price of $9.5 million , which were retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings. In February 2017 , 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 year ended December 31, 2017, the Company repurchased 1,000,000 shares of common stock for an aggregate purchase price of $9.7 million , which were retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings. In March 2018, the Company announced a stock repurchase program authorizing the repurchase of up to 500,000 shares of the Company’s outstanding common stock. |
Segment Reporting and Significa
Segment Reporting and Significant Customer Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment 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 for making financial decisions and allocating resources. Management believes that segment revenues and operating income 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: Year Ended December 31, 2017 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 7,553 $ 34,034 $ 64,937 $ — $ 106,524 Intersegment revenues (34 ) (353 ) 387 — — Total net revenues $ 7,519 $ 33,681 $ 65,324 — $ 106,524 Operating income (loss) $ (5,967 ) $ 2,290 $ 8,222 $ — $ 4,545 Year Ended December 31, 2016 Asia Pacific Europe North America Other (a) Consolidated Revenues from unaffiliated customers $ 9,625 $ 37,502 $ 67,136 $ — $ 114,263 Intersegment revenues 73 (595 ) 522 — — Total net revenues $ 9,698 $ 36,907 $ 67,658 — $ 114,263 Operating income (loss) $ (3,890 ) $ 5,604 $ 8,472 $ — $ 10,186 Year Ended December 31, 2015 Asia Pacific Europe North America Other (a) Consolidated Revenues from unaffiliated customers $ 10,661 $ 39,867 $ 73,433 $ — $ 123,961 Intersegment revenues (12 ) (131 ) 143 — — Total net revenues $ 10,649 $ 39,736 $ 73,576 — $ 123,961 Operating income (loss) $ (2,469 ) $ 2,472 $ 3,817 $ — $ 3,820 As of December 31, 2017 Asia Pacific Europe North Elimination Consolidated Long-lived assets $ 140 $ 496 $ 4,285 $ — $ 4,921 Total assets $ 3,697 $ 54,593 $ 60,246 $ (72,864 ) $ 45,672 As of December 31, 2016 Asia Pacific Europe North America Elimination Consolidated Long-lived assets $ 209 $ 763 $ 5,186 $ — $ 6,158 Total assets $ 5,295 $ 49,125 $ 65,961 $ (66,851 ) $ 53,530 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 years ended December 31, 2017, 2016 and 2015 , the Company did not have any customers that accounted for 10% or more of revenue. As of December 31, 2017 , the Company did not have any customers that accounted for 10% or more of accounts receivable. As of December 31, 2016, the Company had one customer that accounted for 16% of accounts receivable. Accounts receivable representing 10% or more of total accounts receivable was related to an advertising technology company that assists us with our Search product traffic monetization by using a traffic auction platform. 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), Getaway vouchers and hotel platform. Local revenue includes Local Deals vouchers and entertainment offers (vouchers and direct bookings). Year Ended December 31, 2017 2016 2015 Asia Pacific Travel $ 6,992 $ 8,845 $ 9,355 Local 527 853 1,294 Total Asia Pacific revenues $ 7,519 $ 9,698 $ 10,649 Europe Travel $ 29,180 $ 31,087 $ 33,603 Local 4,501 5,820 6,133 Total Europe revenues $ 33,681 $ 36,907 $ 39,736 North America Travel $ 53,880 $ 54,248 $ 56,156 Local 11,444 13,410 17,420 Total North America revenues $ 65,324 $ 67,658 $ 73,576 Consolidated Travel $ 90,052 $ 94,180 $ 99,114 Local 16,472 20,083 24,847 Total revenues $ 106,524 $ 114,263 $ 123,961 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 individual countries that were 10% or more of total revenue (in thousands): Year Ended December 31, 2017 2016 2015 Revenue United States $ 59,812 $ 62,456 $ 68,441 United Kingdom 19,113 22,263 25,865 Germany 12,226 12,576 12,534 Rest of the world 15,373 16,968 17,121 Total revenues $ 106,524 $ 114,263 $ 123,961 The following table sets forth long lived asset by geographic area (in thousands): December 31, 2017 2016 United States $ 3,893 $ 4,755 Rest of the world 1,028 1,403 Total long lived assets $ 4,921 $ 6,158 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On March 30, 2017, the Company decided to discontinue its Search products, consisting of Fly.com and SuperSearch products. This decision supports the Company’s strategy to focus on its global Travelzoo® brand. On March 30, 2017, the Company ceased operations of SuperSearch and on March 31, 2017, the Company sold the Fly.com domain name, which had no net book value, to a third party. There were no other assets or liabilities transferred as part this transaction. A reconciliation of the line items comprising the results of operations of the Search products to the income (loss) from discontinued operations through the date of disposal presented in the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, in thousands, is included in the following table: Year Ended December 31, 2017 2016 2015 Revenues from Search $ 2,088 $ 14,289 $ 17,755 Cost of revenues (101 ) (458 ) (676 ) Gross profit 1,987 13,831 17,079 Total operating expenses (1,817 ) (12,949 ) (13,753 ) Gain on sale of Fly.com domain name 2,890 — — Income from discontinued operations before income taxes 3,060 882 3,326 Income tax expense 1,122 258 985 Income from discontinued operations, net of income taxes $ 1,938 $ 624 $ 2,341 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On August 20, 2015, Travelzoo acquired the Travelzoo Asia Pacific business (“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 The Company held an option right to acquire 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 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. 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 Asia Pacific was advisable, fair to and in the best interests of the Company's stockholders other than Azzurro Capital Inc., the principal stockholder of Travelzoo 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 Asia Pacific to be used as the option exercise price and received an opinion from SRR regarding the fairness of the Asia Pacific transaction from a financial point of view. SRR determined that $22.6 million represented the fair market value of 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 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 Capital Inc. As of December 31, 2017 , Azzurro is the Company's largest stockholder, holding approximately 57.8% of the Company's outstanding shares. Since Azzurro Capital Inc. had a controlling interest in both Travelzoo and the Travelzoo Asia Pacific business 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 were retrospectively adjusted to include the financial results of Asia Pacific in the 2015 as though the transaction occurred at the beginning of each period presented, including the following adjustments: Year Ended December 31, 2015 Revenue $ 10,774 Operating Loss $ (2,436 ) Net Loss $ (3,096 ) Other Comprehensive Income $ 305 Basic and diluted earnings per share $ (0.21 ) The Asia Pacific assets and liabilities have been combined with Travelzoo at their carrying values as though the transaction occurred at the beginning of each period presented. At December 31, 2015, Asia Pacific net liabilities, total assets minus total liabilities, were $6.8 million . The 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 include 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 and the acquired Asia Pacific entities have been eliminated for all periods presented. In November 2014, Azzurro provided a loan to Asia Pacific of $1.0 million with a stated interest rate of 8% . There were $1.0 million loans 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 the 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. Accrued interest for the loans and promissory note outstanding was $267,000 for the year ended December 31, 2015. In January 2016, the full amount of the loan was paid off by Travelzoo (Europe) Limited. 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 8 to the accompanying consolidated financial statements for further information. On October 30, 2017, Holger Bartel, Global Chief Executive Officer, was granted 400,000 stock options that vest through December 31, 2019. See Note 8 to the accompanying consolidated financial statements for further information. |
Unaudited Quarterly Information
Unaudited Quarterly Information | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Information | Unaudited Quarterly Information The following represents unaudited quarterly financial data (in thousands, except per share amounts) for 2017 and 2016 : Quarter Ended Dec 31, Sep 30, Jun 30, Mar 31, Dec 31, Sep 30, Jun 30, Mar 31, Revenues $ 26,997 $ 24,687 $ 26,411 28,429 $ 26,814 $ 26,823 $ 29,798 $ 30,828 Cost of revenues 3,462 3,018 3,222 3,207 3,263 3,270 3,471 3,851 Gross profit 23,535 21,669 23,189 25,222 23,551 23,553 26,327 26,977 Operating expenses: Sales and marketing 13,746 13,973 14,213 15,356 13,369 14,075 15,455 15,530 Product development 2,208 2,315 2,344 2,357 2,077 2,230 2,001 2,788 General and administrative 6,502 5,363 5,246 5,447 6,077 5,373 5,434 5,813 Total operating expenses 22,456 21,651 21,803 23,160 21,523 21,678 22,890 24,131 Income from continuing operations 1,079 18 1,386 2,062 2,028 1,875 3,437 2,846 Other income (loss), net 62 86 18 7 (480 ) 251 (91 ) 133 Income from continuing operations before income taxes 1,141 104 1,404 2,069 1,548 2,126 3,346 2,979 Income tax expense 466 680 771 1,209 542 748 1,548 1,154 Income (loss) from continuing operations 675 (576 ) 633 860 1,006 1,378 1,798 1,825 Income (loss) from discontinued operations, net of income taxes — — 54 1,884 (63 ) 241 222 224 Net income (loss) $ 675 $ (576 ) $ 687 $ 2,744 $ 943 $ 1,619 $ 2,020 $ 2,049 Income (loss) per share—basic: Continuing operations $ 0.05 $ (0.05 ) $ 0.05 $ 0.07 $ 0.07 $ 0.10 $ 0.13 $ 0.13 Discontinued operations — — — 0.14 — 0.02 0.01 0.01 Net income (loss) per share—basic $ 0.05 $ (0.05 ) $ 0.05 $ 0.21 $ 0.07 $ 0.12 $ 0.14 $ 0.14 Income (loss) per share—diluted: Continuing operations $ 0.05 $ (0.05 ) $ 0.05 $ 0.07 $ 0.07 $ 0.10 $ 0.13 $ 0.13 Discontinued operations — — — 0.14 — 0.02 0.01 0.01 Net (loss) income per share—diluted $ 0.05 $ (0.05 ) $ 0.05 $ 0.21 $ 0.07 $ 0.12 $ 0.14 $ 0.14 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation Travelzoo® provides our members insider deals and one-of-a-kind experiences personally reviewed by one of our deal experts around the globe. With more than 25 offices worldwide, we have our finger on the pulse of outstanding travel, entertainment, and lifestyle experiences. For over 15 years we have worked in partnership with top travel suppliers—our long-standing relationships give Travelzoo members access to the very best deals. Travelzoo's revenues are generated primarily from advertising fees. Our publications and products include the Travelzoo website, the Travelzoo iPhone and Android apps, the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, and the Travelzoo Network , a network of third-party websites that list travel deals published by Travelzoo. Our Travelzoo website includes Local Deals and Getaway 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. Ralph Bartel, who founded Travelzoo (the "Company") 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 December 31, 2017 , Azzurro is the Company's largest stockholder, holding approximately 57.8% of the Company's outstanding shares. During the first quarter of 2017, the Company discontinued operations of its SuperSearch and Fly.com products to focus on its global Travelzoo® brand and reflected the revenues and expenses for these products as discontinued operations, net of taxes, for the current and prior periods presented. See "Note 11: Discontinued Operations" for further information. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Significant estimates included in the consolidated financial statements and related notes include revenue recognition, income taxes, stock-based compensation, loss contingencies, and useful lives of property, plant and equipment. Actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition The Company’s revenue consists primarily of advertising sales. Advertising revenues are principally derived from the sale of advertising in Asia Pacific, Europe and North America on the Travelzoo website, in the Travelzoo Top 20 e-mail newsletter, in Newsflash , and from the Travelzoo Network . The Company also generates revenue from the sale of vouchers through our Local Deals and Getaway e-mail alert services and providing hotel bookings. Advertising revenues are recognized in the period in which the advertisement is displayed or the voucher sale has been completed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. The Company evaluates each of these criteria as follows: • Evidence of an arrangement. The Company considers an insertion order signed by the advertiser or its agency to be evidence of an arrangement. • Delivery. Delivery is considered to occur when the advertising has been displayed, the click-throughs have been delivered or the voucher sale has been completed, as applicable. • Fixed or determinable fee. The Company's arrangements with its customers specifies the price paid for advertising services. • Collection is deemed reasonably assured . The Company conducts a credit review for all advertising transactions at the time of the arrangement to determine the creditworthiness of the advertiser. Collection is deemed reasonably assured if it is expected that the advertiser will be able to pay amounts under the arrangement as payments become due. Collection is deemed not reasonably assured when an advertiser is perceived to be in financial distress, which may be evidenced by weak industry condition, bankruptcy filing, or previously billed amounts that are past due. If it is determined that collection is not reasonably assured, then revenue is deferred and recognized upon cash collection. Collection is deemed reasonably assured for our voucher sales to consumers as these transactions require the use of credit cards subject to authorization. The Company recognizes revenue for fixed-fee advertising arrangements ratably over the term of the insertion order as described below, with the exception of Travelzoo Top 20 or Newsflash insertions, which are recognized upon delivery. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company allocates the total arrangement fee to each element based on the relative estimated selling price of each element. The Company recognizes revenue for the period based on elements delivered during the period. The Company uses prices stated on its internal rate card, which represents stand-alone sales prices, to establish estimated selling prices. The stand-alone price is the price that would be charged if the advertiser purchased only the individual insertion. Fees for variable-fee advertising arrangements are recognized based on the number of impressions displayed, number of clicks delivered, number of emails sent or number of referrals generated during the period. Insertion orders that include fixed-fee advertising are invoiced upon acceptance of the insertion order and on the first day of each month over the term of the insertion order, with the exception of Travelzoo Top 20 or Newsflash listings, which are invoiced upon delivery. Insertion orders that include variable-fee advertising are invoiced at the end of the month. The Company’s standard terms state that in the event that Travelzoo fails to publish advertisements as specified in the insertion order, the liability of Travelzoo to the advertiser shall be limited to, at Travelzoo’s sole discretion, a pro rata refund of the advertising fee, the placement of the advertisements at a later time in a comparable position, or the extension of the term of the insertion order until the advertising is fully delivered. The Company believes that no significant obligations exist after the full delivery of advertising. Revenues from advertising sold to advertisers through agencies are reported at the net amount billed to the agency. Costs incurred for our affiliate traffic from our Travelzoo Network are classified as cost of revenues in our consolidated statements of operations. For Local Deals and Getaway products , the Company earns a fee for acting as an agent in these transactions which is recorded on a net basis and is included in revenue upon completion of the voucher sale. Certain merchant contracts in foreign locations allow us to retain fees related to vouchers sold that are not redeemed by purchasers upon expiration, which we recognize as revenue after the expiration of the redemption period and after there are no further obligations to provide funds to merchants, members or others. Commission revenues generated through provision of hotel booking reservations to hotels are recognized upon the estimated date the stay occurs at the hotel, which includes estimates of cancellations of the hotel bookings based upon historical patterns. If the hotel booking cannot be canceled then revenue is recognized upon booking. |
Reserve for Refunds to Member | Reserve for Refunds to Members The Company records an estimated reserve for refunds to members based on our historical experience at the time revenue is recorded for Local Deals and Getaway voucher sales. We accrue costs associated with refunds in accrued expenses on the consolidated balance sheets. We consider many key factors such as the historical refunds based upon the time lag since the sale, historical reasons for refunds, time period that remains until the deal expiration date, any changes in refund procedures and estimates of redemptions and breakage. Should any of these factors change, the estimates made by management will also change, which could impact the level of our future reserve for refunds to member. Specifically, if the financial condition of our advertisers, the business that is providing the vouchered service, were to deteriorate, affecting their ability to provide the services to our members, additional reserves for refunds to members may be required. Estimated member refunds that are determined to be recoverable from the merchant are recorded in the consolidated statements of operations as a reduction to revenue. We accrue costs associated with refunds in accrued expenses on the consolidated balance sheets. Estimated member refunds that are determined not to be recoverable from the merchant, are presented as a cost of revenue. If our judgments regarding estimated member refunds are inaccurate, reported results of operations could differ from the amount we previously accrued. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on its historical experience of write-offs and a detailed assessment of our accounts receivable and allowance for doubtful accounts. In estimating the provision for doubtful accounts, management considers the age of the accounts receivable, historical write-offs, the creditworthiness of the advertiser, the economic conditions of the advertiser’s industry, and general economic conditions, among other factors. Should any of these factors change, the estimates made by management will also change, which could impact the level of the future provision for doubtful accounts. Specifically, if the financial condition of our advertisers were to deteriorate, affecting their ability to make payments, additional provision for doubtful accounts may be required. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Online advertising is expensed as incurred over the period the advertising is displayed. |
Operating Leases | Operating Leases The Company leases facilities and equipment under various operating leases. These lease agreements generally include rent holidays rent escalation clauses and renewal periods at the Company's option. The Company recognizes expense for scheduled rent increases on a straight-line basis over the lease term beginning with the date it takes possession of the leased facilities and equipment. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the current lease term, or estimated life, if shorter. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model. The value of the portion of the award that is expected to vest is recognized as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations. See Note 8 to the accompanying consolidated financial statements for a further discussion on stock-based compensation. |
Foreign Currency | Foreign Currency 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. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Realized gains and losses from foreign currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, valuation allowances must be established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Significant judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress or closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes in equity that are excluded from net income (loss). For the Company, other comprehensive income (loss) includes foreign currency translation adjustments. Total comprehensive income (loss) for all periods presented has been disclosed in the consolidated statements of comprehensive loss. |
Certain Risks and Uncertainties | Certain Risks and Uncertainties The Company’s cash, cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. The accounts receivable are derived from revenue earned from customers located in the U.S. and internationally. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less on the date of purchase. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Additions and improvements are capitalized. Maintenance and repairs are expensed as incurred. The Company also includes in fixed assets the capitalized cost of internal-use software and website development, including software used to upgrade and enhance its website and processes supporting the Company’s business in accordance with the framework established by the FASB accounting guidance for accounting for the cost of computer software developed or obtained for internal use and accounting for website development costs. Costs incurred in the planning stage and operating stage are expensed as incurred while costs incurred in the application development stage and infrastructure development stage are capitalized, assuming such costs are deemed to be recoverable. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are 3 to 5 years for computer hardware and software, capitalized internal-use software and website development costs, and office equipment and office furniture. The Company depreciates leasehold improvements over the term of the lease or the estimated useful life of the asset, whichever is shorter. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the accounting standard relating to impairment of long-lived assets, which requires an impairment loss to be recognized on assets to be held and used if the carrying amount of a long-lived asset group is not recoverable from its undiscounted cash flows. The amount of the impairment loss is measured as the difference between the carrying amount and the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. |
Recently Adopted & Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") 2015-17, "Income Taxes (Topic 740): 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 Company adopted ASU 2015-17 in the first quarter of 2017 on a prospective basis. Accordingly, the Company reclassified current deferred taxes of $793,000 to noncurrent on its March 31, 2017 consolidated balance sheet. No prior periods were retrospectively adjusted. 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. The Company adopted ASU 2016-09 in the first quarter of 2017. The Company elected to account for forfeitures as they occur and did not have unrecognized tax benefits of stock-based compensation; therefore, the adoption of this guidance did not have a material impact on our financial position or results of operations. (p) Recent Accounting Pronouncements Not Yet Adopted 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"). In December 27, 2016, FASB issued ASU 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers," which addresses loan guarantee fees, impairment testing of contract costs, provisions for losses on construction-type and production-type contracts, and various disclosures. ASU 2016-20 will go into effect once ASU 2014-09 takes effect. The Company is currently assessing the timing of revenue for its various advertising products including Top 20, Newsflash, Local Deals and Gateway vouchers and Hotel Platform commissions. Under this new guidance, the Company expects it will be required to recognize Local Deals and Getaway revenue on selected deals that is related to unredeemed vouchers based upon estimates at the time of sale of the vouchers rather than the current practice of waiting to recognize this revenue upon expiration of the legal obligation. In addition, advertising related revenue will be recognized at the time of display similar to the current revenue recognition model. Although the Company is still currently evaluating the impact of the adoption on its financial position, results of operations and cash flows and has not yet determined whether the effect will be material, the adoption is expected to result in additional required disclosures related to its revenue arrangements. The Company expects to adopt this standard effective January 1, 2018 with a cumulative adjustment to retained earnings using the modified retrospective method. 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 on its balance sheet. 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. For operating leases with terms longer than 12 months, the Company will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The Company is currently in the process of evaluating the impact and expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption. In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which addresses eight classification issues related to the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows: Restricted Cash," which addresses classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. Both ASU 2016-15 and ASU 2016-18 are effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017 and should apply using a retrospective transition method to each period presented. These accounting standard updates will be effective for the Company on January 1, 2018. The Company is currently in the process of evaluating the impact of the adoption on its financial position, results of operations and cash flows. 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 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 is currently in the process of evaluating the impact of the adoption on its financial position, results of operations and cash flows. In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting," which gives direction on which changes to the terms or conditions of these awards require an entity to apply modification accounting in ASC Topic 718, "Compensation-Stock Compensation." The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 for all entities with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its financial position, results of operations and cash flows. |
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. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of 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): Year Ended December 31, 2017 2016 2015 Numerator: Income from continuing operations $ 1,592 $ 6,007 $ 8,523 Income from discontinued operations, net of income taxes 1,938 624 2,341 Net income $ 3,530 $ 6,631 $ 10,864 Denominator: Weighted average common shares—basic 12,882 13,997 14,722 Effect of dilutive securities: stock options 12 — — Weighted average common shares—diluted 12,894 13,997 14,722 Income per share—basic: Continuing operations $ 0.12 $ 0.43 $ 0.58 Discontinued operations 0.15 0.04 0.16 Net income per share—basic $ 0.27 $ 0.47 $ 0.74 Income per share—diluted: Continuing operations $ 0.12 $ 0.43 $ 0.58 Discontinued operations 0.15 0.04 0.16 Net income per share—diluted $ 0.27 $ 0.47 $ 0.74 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Assets | Prepaid expenses and other consist of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ 1,859 $ 1,334 Other current assets 282 439 Total prepaid expenses and other $ 2,141 $ 1,773 |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): December 31, 2017 2016 Computer hardware and software $ 3,337 $ 4,969 Office equipment and office furniture 8,002 8,802 Capitalized internal-use software and website development 4,383 3,265 Leasehold improvements 6,629 6,259 22,351 23,295 Less accumulated depreciation and amortization (17,430 ) (17,137 ) Total $ 4,921 $ 6,158 |
Changes in Allowance for Doubtful Accounts and Reserve for Subscriber Refunds | Changes to the allowance for doubtful accounts and reserve for member refunds are as follows (in thousands): Allowance for doubtful accounts Reserve for Balance at January 1, 2015 $ 444 $ 799 Additions — charged to costs and expenses, or contra revenue, net 295 776 Deductions — recoveries of amounts previously charged-off (179 ) — Deductions — write-offs (176 ) (1,045 ) Balance at December 31, 2015 384 530 Additions — charged to costs and expenses, or contra revenue, net 107 507 Deductions — recoveries of amounts previously charged-off (89 ) — Deductions — write-offs (107 ) (563 ) Balance at December 31, 2016 295 474 Additions — charged to costs and expenses, or contra revenue, net 158 942 Deductions — recoveries of amounts previously charged-off (125 ) — Deductions — write-offs (13 ) (886 ) Balance at December 31, 2017 $ 315 $ 530 |
Schedule of Accrued Expenses | Accrued expenses and other consist of the following (in thousands): December 31, 2017 2016 Accrued advertising expense $ 1,727 $ 1,828 Accrued compensation expense 3,540 3,288 Reserve for member refunds 539 474 Other accrued expenses 2,396 2,678 Deferred rent 500 431 Total accrued expenses and other $ 8,702 $ 8,699 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table summarizes the Company's principal contractual commitments as of December 31, 2017 (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Operating leases $ 5,320 $ 4,505 $ 3,833 $ 3,205 $ 2,370 $ 3,258 $ 22,491 Purchase obligations 1,446 17 11 — — — 1,474 Total commitments $ 6,766 $ 4,522 $ 3,844 $ 3,205 $ 2,370 $ 3,258 $ 23,965 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Tax Expense by Jurisdiction | The components of income before income tax expense are as follows (in thousands): Year Ended December 31, 2017 2016 2015 U.S. $ 6,953 $ 7,525 $ 3,442 Foreign (2,235 ) 2,474 (864 ) $ 4,718 $ 9,999 $ 2,578 |
Schedule of Income Tax Expense | The deferred tax provision results from changes in the Company’s deferred tax assets (future deductible amounts) and tax liabilities (future taxable amounts), which are presented in the table below: Current Deferred Total (In thousands) Year Ended December 31, 2017 Federal $ 1,988 $ 24 $ 2,012 State 198 (64 ) 134 Foreign 905 75 980 $ 3,091 $ 35 $ 3,126 Year Ended December 31, 2016 Federal $ 2,403 $ (123 ) $ 2,280 State 395 23 418 Foreign 1,391 (97 ) 1,294 $ 4,189 $ (197 ) $ 3,992 Year Ended December 31, 2015 Federal $ (6,475 ) $ (238 ) $ (6,713 ) State 281 51 332 Foreign 454 (18 ) 436 $ (5,740 ) $ (205 ) $ (5,945 ) |
Schedule of Tax Expense to Effective Tax Rate | Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following (in thousands): Year Ended December 31, 2017 2016 2015 Federal tax at statutory rates $ 1,651 $ 3,500 $ 902 State taxes, net of federal income tax benefit 113 276 219 Change of valuation allowance 1,577 895 816 Uncertain tax positions (907 ) (132 ) (7,935 ) Foreign income taxed at different rates 72 (509 ) (124 ) U.S. tax reform (the Tax Act) 681 — — Tax on undistributed earnings (173 ) — — Non-deductible expenses and other 112 (38 ) 177 Total income tax expense $ 3,126 $ 3,992 $ (5,945 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 9,250 $ 7,239 State income taxes 65 159 Accruals and allowances 287 447 Stock based compensation 744 771 Unrealized foreign exchange losses 191 149 Deferred revenue 87 113 Deferred rent 418 625 Total deferred tax assets 11,042 9,503 Valuation allowance (9,249 ) (7,168 ) Total deferred tax assets net of valuation allowance 1,793 2,335 Deferred tax liabilities: U.S. tax on undistributed earnings — (173 ) Property, equipment and intangible assets (277 ) (351 ) Total deferred tax liabilities (277 ) (524 ) Net deferred tax assets $ 1,516 $ 1,811 |
Changes in the Deferred Tax Assets Valuation Allowance | Changes in the deferred tax assets valuation allowance for the years ended December 31, 2015, 2016 and 2017 are as follows (in thousands): Balance at the beginning of the year Charged (Credited) to expenses Charged (Credited) to other account (*) Balance at end of year Deferred tax assets valuation allowance 2015 $ 6,431 816 (307 ) $ 6,940 2016 $ 6,940 895 (667 ) $ 7,168 2017 $ 7,168 1,577 504 $ 9,249 (*) Amounts not charged (credited) to expenses are charged (credited) to stockholder's equity or deferred tax assets (liabilities). |
Rollforward of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits in 2015, 2016, and 2017 is as follows (in thousands): Gross unrecognized tax benefits balance at January 1, 2015 $ 10,025 Increase related to prior year tax positions 898 Decrease related to prior year tax positions — Increase related to current year tax positions 11 Settlements — Lapse of statute of limitations (8,264 ) Gross unrecognized tax benefits balance at December 31, 2015 2,670 Increase related to prior year tax positions 10 Decrease related to prior year tax positions — Increase related to current year tax positions — Settlements — Lapse of statute of limitations (323 ) Gross unrecognized tax benefits balance at December 31, 2016 2,357 Increase related to prior year tax positions 21 Decrease related to prior year tax positions (737 ) Increase related to current year tax positions 4 Settlements (920 ) Lapse of statute of limitations — Gross unrecognized tax benefits balance at December 31, 2017 $ 725 |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances of other comprehensive loss (in thousands): Year Ended December 31, 2017 2016 2015 Beginning balance $ (3,787 ) $ (3,908 ) $ (2,602 ) Other comprehensive income (loss) due to foreign currency translation, net of tax 190 121 (1,306 ) Ending balance $ (3,597 ) $ (3,787 ) $ (3,908 ) |
Stock-Based Compensation and 27
Stock-Based Compensation and Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Weighted-Average Assumptions used in Black-Scholes Option Pricing Model | The fair value of 2017, 2016 and 2015 stock options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 2017 2016 2015 Weighted-average fair value of options granted per share $ 3.11 $ 4.73 $ 4.42 Historical volatility 46 % 58 % 59 % Risk-free interest rate 2.06 % 1.38 % 1.73 % Dividend yield — — — Expected life in years 5.65 6.25 5.75 |
Schedule of Option Activity | Option activities during the years ended December 31, 2015 , 2016 , and 2017 were as follows: Shares Weighted-Average Weighted-Average Aggregate (In thousands) Outstanding at January 1, 2015 425,000 $ 19.20 5.79 years $ — Option Granted 400,000 $ 8.07 Options forfeited and canceled (50,000 ) $ 29.58 Outstanding at December 31, 2015 775,000 $ 12.78 5.53 years $ 120 Option Granted 150,000 $ 8.55 Options forfeited and canceled (325,000 ) $ 16.09 Outstanding at December 31, 2016 600,000 $ 9.93 8.55 years $ — Option Granted 400,000 $ 6.95 Options forfeited and canceled (50,000 ) $ 8.55 Outstanding at December 31, 2017 950,000 $ 8.75 8.48 years $ — Exercisable and fully vested at December 31, 2017 475,000 $ 10.30 7.38 years $ — Outstanding at December 31, 2017 and expected to vest thereafter 475,000 $ 7.20 9.58 years $ — |
Schedule of Outstanding Options | Outstanding options at December 31, 2017 were as follows: Exercise Price Shares Outstanding Options Outstanding Weighted-Average Shares Outstanding Options Exercisable $ 28.98 50,000 4.07 years $ 28.98 50,000 4.07 years $ 8.07 400,000 7.75 years $ 8.07 400,000 7.75 years $ 8.55 100,000 8.19 years $ 8.55 25,000 8.19 years $ 6.95 400,000 9.84 years $ 6.95 — 9.84 years |
Segment Reporting and Signifi28
Segment Reporting and Significant Customer Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of operating results from continuing operations and assets by business segment | The following is a summary of operating results and assets (in thousands) by business segment: Year Ended December 31, 2017 Asia Pacific Europe North America Other Consolidated Revenues from unaffiliated customers $ 7,553 $ 34,034 $ 64,937 $ — $ 106,524 Intersegment revenues (34 ) (353 ) 387 — — Total net revenues $ 7,519 $ 33,681 $ 65,324 — $ 106,524 Operating income (loss) $ (5,967 ) $ 2,290 $ 8,222 $ — $ 4,545 Year Ended December 31, 2016 Asia Pacific Europe North America Other (a) Consolidated Revenues from unaffiliated customers $ 9,625 $ 37,502 $ 67,136 $ — $ 114,263 Intersegment revenues 73 (595 ) 522 — — Total net revenues $ 9,698 $ 36,907 $ 67,658 — $ 114,263 Operating income (loss) $ (3,890 ) $ 5,604 $ 8,472 $ — $ 10,186 Year Ended December 31, 2015 Asia Pacific Europe North America Other (a) Consolidated Revenues from unaffiliated customers $ 10,661 $ 39,867 $ 73,433 $ — $ 123,961 Intersegment revenues (12 ) (131 ) 143 — — Total net revenues $ 10,649 $ 39,736 $ 73,576 — $ 123,961 Operating income (loss) $ (2,469 ) $ 2,472 $ 3,817 $ — $ 3,820 |
Reconciliation of assets by business segment | As of December 31, 2017 Asia Pacific Europe North Elimination Consolidated Long-lived assets $ 140 $ 496 $ 4,285 $ — $ 4,921 Total assets $ 3,697 $ 54,593 $ 60,246 $ (72,864 ) $ 45,672 As of December 31, 2016 Asia Pacific Europe North America Elimination Consolidated Long-lived assets $ 209 $ 763 $ 5,186 $ — $ 6,158 Total assets $ 5,295 $ 49,125 $ 65,961 $ (66,851 ) $ 53,530 |
Breakdown of revenues by type 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), Getaway vouchers and hotel platform. Local revenue includes Local Deals vouchers and entertainment offers (vouchers and direct bookings). Year Ended December 31, 2017 2016 2015 Asia Pacific Travel $ 6,992 $ 8,845 $ 9,355 Local 527 853 1,294 Total Asia Pacific revenues $ 7,519 $ 9,698 $ 10,649 Europe Travel $ 29,180 $ 31,087 $ 33,603 Local 4,501 5,820 6,133 Total Europe revenues $ 33,681 $ 36,907 $ 39,736 North America Travel $ 53,880 $ 54,248 $ 56,156 Local 11,444 13,410 17,420 Total North America revenues $ 65,324 $ 67,658 $ 73,576 Consolidated Travel $ 90,052 $ 94,180 $ 99,114 Local 16,472 20,083 24,847 Total revenues $ 106,524 $ 114,263 $ 123,961 |
Schedule of revenue for individual countries that exceed 10% of total revenue | The following table sets forth revenue for individual countries that were 10% or more of total revenue (in thousands): Year Ended December 31, 2017 2016 2015 Revenue United States $ 59,812 $ 62,456 $ 68,441 United Kingdom 19,113 22,263 25,865 Germany 12,226 12,576 12,534 Rest of the world 15,373 16,968 17,121 Total revenues $ 106,524 $ 114,263 $ 123,961 |
Schedule of long lives assets by geographic area | The following table sets forth long lived asset by geographic area (in thousands): December 31, 2017 2016 United States $ 3,893 $ 4,755 Rest of the world 1,028 1,403 Total long lived assets $ 4,921 $ 6,158 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | A reconciliation of the line items comprising the results of operations of the Search products to the income (loss) from discontinued operations through the date of disposal presented in the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, in thousands, is included in the following table: Year Ended December 31, 2017 2016 2015 Revenues from Search $ 2,088 $ 14,289 $ 17,755 Cost of revenues (101 ) (458 ) (676 ) Gross profit 1,987 13,831 17,079 Total operating expenses (1,817 ) (12,949 ) (13,753 ) Gain on sale of Fly.com domain name 2,890 — — Income from discontinued operations before income taxes 3,060 882 3,326 Income tax expense 1,122 258 985 Income from discontinued operations, net of income taxes $ 1,938 $ 624 $ 2,341 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The financial results for Travelzoo were retrospectively adjusted to include the financial results of Asia Pacific in the 2015 as though the transaction occurred at the beginning of each period presented, including the following adjustments: Year Ended December 31, 2015 Revenue $ 10,774 Operating Loss $ (2,436 ) Net Loss $ (3,096 ) Other Comprehensive Income $ 305 Basic and diluted earnings per share $ (0.21 ) |
Unaudited Quarterly Informati31
Unaudited Quarterly Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following represents unaudited quarterly financial data (in thousands, except per share amounts) for 2017 and 2016 : Quarter Ended Dec 31, Sep 30, Jun 30, Mar 31, Dec 31, Sep 30, Jun 30, Mar 31, Revenues $ 26,997 $ 24,687 $ 26,411 28,429 $ 26,814 $ 26,823 $ 29,798 $ 30,828 Cost of revenues 3,462 3,018 3,222 3,207 3,263 3,270 3,471 3,851 Gross profit 23,535 21,669 23,189 25,222 23,551 23,553 26,327 26,977 Operating expenses: Sales and marketing 13,746 13,973 14,213 15,356 13,369 14,075 15,455 15,530 Product development 2,208 2,315 2,344 2,357 2,077 2,230 2,001 2,788 General and administrative 6,502 5,363 5,246 5,447 6,077 5,373 5,434 5,813 Total operating expenses 22,456 21,651 21,803 23,160 21,523 21,678 22,890 24,131 Income from continuing operations 1,079 18 1,386 2,062 2,028 1,875 3,437 2,846 Other income (loss), net 62 86 18 7 (480 ) 251 (91 ) 133 Income from continuing operations before income taxes 1,141 104 1,404 2,069 1,548 2,126 3,346 2,979 Income tax expense 466 680 771 1,209 542 748 1,548 1,154 Income (loss) from continuing operations 675 (576 ) 633 860 1,006 1,378 1,798 1,825 Income (loss) from discontinued operations, net of income taxes — — 54 1,884 (63 ) 241 222 224 Net income (loss) $ 675 $ (576 ) $ 687 $ 2,744 $ 943 $ 1,619 $ 2,020 $ 2,049 Income (loss) per share—basic: Continuing operations $ 0.05 $ (0.05 ) $ 0.05 $ 0.07 $ 0.07 $ 0.10 $ 0.13 $ 0.13 Discontinued operations — — — 0.14 — 0.02 0.01 0.01 Net income (loss) per share—basic $ 0.05 $ (0.05 ) $ 0.05 $ 0.21 $ 0.07 $ 0.12 $ 0.14 $ 0.14 Income (loss) per share—diluted: Continuing operations $ 0.05 $ (0.05 ) $ 0.05 $ 0.07 $ 0.07 $ 0.10 $ 0.13 $ 0.13 Discontinued operations — — — 0.14 — 0.02 0.01 0.01 Net (loss) income per share—diluted $ 0.05 $ (0.05 ) $ 0.05 $ 0.21 $ 0.07 $ 0.12 $ 0.14 $ 0.14 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)office | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) | |
Accounting Policies | ||||
Advertising expense | $ 8,600,000 | $ 10,400,000 | $ 13,700,000 | |
Total foreign currency transaction gain (loss) | 354,000 | 315,000 | (480,000) | |
Impairment of software | 0 | 0 | 0 | |
Reclassification of deferred tax assets to noncurrent | 0 | 793,000 | ||
Increase to deferred tax assets noncurrent from reclassification | $ 1,516,000 | |||
Minimum | ||||
Accounting Policies | ||||
Number of offices | office | 25 | |||
Computer hardware and software | Minimum | ||||
Accounting Policies | ||||
Estimated useful lives (in years) | 3 years | |||
Computer hardware and software | Maximum | ||||
Accounting Policies | ||||
Estimated useful lives (in years) | 5 years | |||
Capitalized internal-use software and website development | Minimum | ||||
Accounting Policies | ||||
Estimated useful lives (in years) | 3 years | |||
Capitalized internal-use software and website development | Maximum | ||||
Accounting Policies | ||||
Estimated useful lives (in years) | 5 years | |||
Office equipment and office furniture | Minimum | ||||
Accounting Policies | ||||
Estimated useful lives (in years) | 3 years | |||
Office equipment and office furniture | Maximum | ||||
Accounting Policies | ||||
Estimated useful lives (in years) | 5 years | |||
Azzurro Capital, Inc. | ||||
Accounting Policies | ||||
Percent of outstanding shares | 57.80% | |||
Other Income (Loss) | ||||
Accounting Policies | ||||
Total foreign currency transaction gain (loss) | $ 158,000 | $ (211,000) | $ (1,100,000) | |
Customer One | Accounts Receivable | Credit Concentration Risk | ||||
Accounting Policies | ||||
Concentration risk (percentage) | 16.00% | |||
Accounting Standards Update 2015-07 | ||||
Accounting Policies | ||||
Reclassification of deferred tax assets to noncurrent | $ (793,000) | |||
Increase to deferred tax assets noncurrent from reclassification | $ 793,000 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Income from continuing operations | $ 675 | $ (576) | $ 633 | $ 860 | $ 1,006 | $ 1,378 | $ 1,798 | $ 1,825 | $ 1,592 | $ 6,007 | $ 8,523 |
Income from discontinued operations, net of income taxes | 0 | 0 | 54 | 1,884 | (63) | 241 | 222 | 224 | 1,938 | 624 | 2,341 |
Net income | $ 675 | $ (576) | $ 687 | $ 2,744 | $ 943 | $ 1,619 | $ 2,020 | $ 2,049 | $ 3,530 | $ 6,631 | $ 10,864 |
Denominator: | |||||||||||
Weighted average common shares (in shares) | 12,882,000 | 13,997,000 | 14,722,000 | ||||||||
Effect of dilutive securities: stock options (in shares) | 12,000 | 0 | 0 | ||||||||
Diluted weighted average common shares (in shares) | 12,894,000 | 13,997,000 | 14,722,000 | ||||||||
Income per share—basic: | |||||||||||
Continuing operations (in dollars per share) | $ 0.05 | $ (0.05) | $ 0.05 | $ 0.07 | $ 0.07 | $ 0.10 | $ 0.13 | $ 0.13 | $ 0.12 | $ 0.43 | $ 0.58 |
Discontinued operation (in dollars per share) | 0 | 0 | 0 | 0.14 | 0 | 0.02 | 0.01 | 0.01 | 0.15 | 0.04 | 0.16 |
Net income per share, basic (in dollars per share) | 0.05 | (0.05) | 0.05 | 0.21 | 0.07 | 0.12 | 0.14 | 0.14 | 0.27 | 0.47 | 0.74 |
Income per share—diluted: | |||||||||||
Continuing operations (in dollars per share) | 0.05 | (0.05) | 0.05 | 0.07 | 0.07 | 0.10 | 0.13 | 0.13 | 0.12 | 0.43 | 0.58 |
Discontinued operation (in dollars per share) | 0 | 0 | 0 | 0.14 | 0 | 0.02 | 0.01 | 0.01 | 0.15 | 0.04 | 0.16 |
Net income per share, diluted (in dollars per share) | $ 0.05 | $ (0.05) | $ 0.05 | $ 0.21 | $ 0.07 | $ 0.12 | $ 0.14 | $ 0.14 | $ 0.27 | $ 0.47 | $ 0.74 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 550,000 | 600,000 | 775,000 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 1,859 | $ 1,334 |
Other current assets | 282 | 439 |
Total prepaid expenses and other | $ 2,141 | $ 1,773 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 22,351 | $ 23,295 | |
Less accumulated depreciation and amortization | (17,430) | (17,137) | |
Property, plant and equipment, net | 4,921 | 6,158 | |
Depreciation expense | 1,800 | 2,100 | $ 2,200 |
Capitalized computer software, amortization | 321 | 460 | $ 308 |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,337 | 4,969 | |
Office equipment and office furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 8,002 | 8,802 | |
Capitalized internal-use software and website development | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,383 | 3,265 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 6,629 | $ 6,259 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts and Reserve for Subscriber Refunds (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the beginning of the year | $ 295 | $ 384 | $ 444 |
Additions — charged to costs and expenses, or contra revenue, net | 158 | 107 | 295 |
Deductions — recoveries of amounts previously charged-off | (125) | (89) | (179) |
Deductions — write-offs | (13) | (107) | (176) |
Balance at end of year | 315 | 295 | 384 |
Reserve for member refunds | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the beginning of the year | 474 | 530 | 799 |
Additions — charged to costs and expenses, or contra revenue, net | 942 | 507 | 776 |
Deductions — recoveries of amounts previously charged-off | 0 | 0 | 0 |
Deductions — write-offs | (886) | (563) | (1,045) |
Balance at end of year | $ 530 | $ 474 | $ 530 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Local Deals and Getaway merchant payable included in accounts payable | $ 14,600 | $ 14,800 |
Accrued Liabilities Current [Abstract] | ||
Accrued advertising expense | 1,727 | 1,828 |
Accrued compensation expense | 3,540 | 3,288 |
Reserve for member refunds | 539 | 474 |
Other accrued expenses | 2,396 | 2,678 |
Deferred rent | 500 | 431 |
Total accrued expenses and other | $ 8,702 | $ 8,699 |
Commitments and Contingencies38
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2004 | Dec. 31, 2002 | Aug. 20, 2015 | |
Loss Contingencies | ||||||
Charge in general and administrative expenses | $ 1,000 | $ 2,000 | $ 1,000 | |||
Operating leases, rent expense | 5,800,000 | $ 5,300,000 | $ 5,800,000 | |||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | ||||||
2,018 | 5,320,000 | |||||
2,019 | 4,505,000 | |||||
2,020 | 3,833,000 | |||||
2,021 | 3,205,000 | |||||
2,022 | 2,370,000 | |||||
Thereafter | 3,258,000 | |||||
Total | 22,491,000 | |||||
Purchase Obligation, Fiscal Year Maturity | ||||||
2,018 | 1,446,000 | |||||
2,019 | 17,000 | |||||
2,020 | 11,000 | |||||
2,021 | 0 | |||||
2,022 | 0 | |||||
Thereafter | 0 | |||||
Total | 1,474,000 | |||||
Contractual Obligation, Fiscal Year Maturity | ||||||
Total Commitments, Due in 2018 | 6,766,000 | |||||
Total Commitments, Due in 2019 | 4,522,000 | |||||
Total Commitments, Due in 2020 | 3,844,000 | |||||
Total Commitments, Due in 2021 | 3,205,000 | |||||
Total Commitments, Due in 2022 | 2,370,000 | |||||
Total Commitments, Due Thereafter | 3,258,000 | |||||
Total Commitments | $ 23,965,000 | |||||
Majority Shareholder | Travelzoo Europe Promissory Note | ||||||
Loss Contingencies | ||||||
Related party debt | $ 5,700,000 | |||||
Stated percentage (percentage) | 7.00% | |||||
Travel Zoo Com Corporation | ||||||
Loss Contingencies | ||||||
Period for receiving shares under merger (in years) | 2 years | 2 years | ||||
Number of shares exchanged under merger | 1 |
Income Taxes - Income Before Ta
Income Taxes - Income Before Tax Expense by Jurisdiction (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. | $ 6,953 | $ 7,525 | $ 3,442 | ||||||||
Foreign | (2,235) | 2,474 | (864) | ||||||||
Income from continuing operations before income taxes | $ 1,141 | $ 104 | $ 1,404 | $ 2,069 | $ 1,548 | $ 2,126 | $ 3,346 | $ 2,979 | $ 4,718 | $ 9,999 | $ 2,578 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||||||||||
Federal | $ 1,988 | $ 2,403 | $ (6,475) | ||||||||
State | 198 | 395 | 281 | ||||||||
Foreign | 905 | 1,391 | 454 | ||||||||
Total | 3,091 | 4,189 | (5,740) | ||||||||
Deferred | |||||||||||
Federal | 24 | (123) | (238) | ||||||||
State | (64) | 23 | 51 | ||||||||
Foreign | 75 | (97) | (18) | ||||||||
Total | 35 | (197) | (205) | ||||||||
Total | |||||||||||
Federal | 2,012 | 2,280 | (6,713) | ||||||||
State | 134 | 418 | 332 | ||||||||
Foreign | 980 | 1,294 | 436 | ||||||||
Total income tax expense | $ 466 | $ 680 | $ 771 | $ 1,209 | $ 542 | $ 748 | $ 1,548 | $ 1,154 | $ 3,126 | $ 3,992 | $ (5,945) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Expense to Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||||||||||
Federal tax at statutory rates | $ 1,651 | $ 3,500 | $ 902 | ||||||||
State taxes, net of federal income tax benefit | 113 | 276 | 219 | ||||||||
Change of valuation allowance | 1,577 | 895 | 816 | ||||||||
Uncertain tax positions | (907) | (132) | (7,935) | ||||||||
Foreign income taxed at different rates | 72 | (509) | (124) | ||||||||
Non-deductible expenses and other | 112 | (38) | 177 | ||||||||
Total income tax expense | $ 466 | $ 680 | $ 771 | $ 1,209 | $ 542 | $ 748 | $ 1,548 | $ 1,154 | 3,126 | 3,992 | (5,945) |
United States | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Change in enacted tax rate | 681 | 0 | 0 | ||||||||
Foreign Tax Authority | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Change in enacted tax rate | $ (173) | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 9,250 | $ 7,239 |
State income taxes | 65 | 159 |
Accruals and allowances | 287 | 447 |
Stock based compensation | 744 | 771 |
Unrealized foreign exchange losses | 191 | 149 |
Deferred revenue | 87 | 113 |
Deferred rent | 418 | 625 |
Total deferred tax assets | 11,042 | 9,503 |
Valuation allowance | (9,249) | (7,168) |
Total deferred tax assets net of valuation allowance | 1,793 | 2,335 |
Deferred tax liabilities: | ||
U.S. tax on undistributed earnings | 0 | (173) |
Property, equipment and intangible assets | (277) | (351) |
Total deferred tax liabilities | (277) | (524) |
Net deferred tax assets | $ 1,516 | $ 1,811 |
Income Taxes - Changes in the D
Income Taxes - Changes in the Deferred Tax Assets Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the beginning of the year | $ 7,168 | $ 6,940 | $ 6,431 |
Charged (Credited) to expenses | 1,577 | 895 | 816 |
Charged (Credited) to other account | 504 | (667) | (307) |
Balance at end of year | $ 9,249 | $ 7,168 | $ 6,940 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Provisional income tax expense as result of Tax Cuts and Jobs Act | $ 508,000 | |||
Provisional transition tax as result of the Tax Cuts and Jobs Act | 0 | |||
Income tax benefit due to remeasure of foreign deferred tax liabilities as result of the Tax Cuts and Jobs Act | 173,000 | |||
Income tax expense due to remeasure of deferred taxes as result of the Tax Cuts and Jobs Act | 681,000 | |||
Estimated deferred tax liability on foreign earnings as result of the Tax Cuts and Jobs Act | 441,000 | |||
Total unrecognized tax benefits | 725,000 | $ 2,357,000 | $ 2,670,000 | $ 10,025,000 |
Unrecognized tax benefits affecting the company's effective income tax rate | 588,000 | |||
Unrecognized tax benefits, interest on income taxes accrued | 651,000 | |||
Unrecognized tax benefits, increase in interest on income taxes accrued | 136,000 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, valuation allowance | 9,200,000 | |||
Operating loss carryforwards | 38,200,000 | |||
Increase in valuation allowance | 2,100,000 | |||
Operating loss carryforward, indefinite | 22,200,000 | |||
Operating loss carryforward, expiring | $ 16,000,000 |
Income Taxes - Rollforward of U
Income Taxes - Rollforward of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning | $ 2,357 | $ 2,670 | $ 10,025 |
Increase related to prior year tax positions | 21 | 10 | 898 |
Decrease related to prior year tax positions | (737) | 0 | 0 |
Increase related to current year tax positions | 4 | 0 | 11 |
Settlements | (920) | 0 | 0 |
Lapse of statute of limitations | 0 | (323) | (8,264) |
Unrecognized tax benefits, ending | $ 725 | $ 2,357 | $ 2,670 |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning balance | $ 18,064,000 | $ 21,387,000 | $ 35,827,000 |
Ending balance | 13,078,000 | 18,064,000 | 21,387,000 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 |
AOCI | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning balance | (3,787,000) | (3,908,000) | (2,602,000) |
Ending balance | (3,597,000) | (3,787,000) | (3,908,000) |
Foregin Currency Translation | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Other comprehensive income (loss) due to foreign currency translation, net of tax | $ 190,000 | $ 121,000 | $ (1,306,000) |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, maximum annual contribution by employee, percent of eligible earnings (up to) | 80.00% | ||
Defined contribution plan, employer matching contribution per employee, amount (up to) | $ 1,500 | ||
Defined contribution plan, period after which cliff vest occurs (in years) | 1 year | ||
Defined contribution plan, employer discretionary contribution amount | $ 2,000,000 | $ 1,900,000 | $ 2,100,000 |
Stock-Based Compensation and 48
Stock-Based Compensation and Stock Options - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2015 | Jan. 31, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Options granted (in shares) | 400,000 | 150,000 | 400,000 | |||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 6.95 | $ 8.55 | $ 8.07 | |||||
Options forfeited (in shares) | 50,000 | 325,000 | 50,000 | |||||
Options outstanding (in shares) | 950,000 | 600,000 | 775,000 | 425,000 | ||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Allocated share-based compensation expense (reversal of) | $ 1,000,000 | $ 933,000 | $ 401,000 | |||||
Stock Options | Employee Options 2012 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Options granted (in shares) | 100,000 | |||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 28.98 | |||||||
Options vest and become exercisable annually (in shares) | 25,000 | |||||||
Options canceled (in shares) | 25,000 | |||||||
Options forfeited (in shares) | 25,000 | |||||||
Options vested (in shares) | 50,000 | |||||||
Options outstanding (in shares) | 50,000,000 | |||||||
Unrecognized stock-based compensation expense | $ 0 | |||||||
Stock Options | Employee Options 2015 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Options granted (in shares) | 400,000 | |||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 8.07 | |||||||
Options vested (in shares) | 400,000 | |||||||
Options vest and become exercisable quarterly (in shares) | 50,000 | |||||||
Options outstanding (in shares) | 400,000 | |||||||
Unrecognized stock-based compensation expense | $ 0 | |||||||
Stock Options | Employee Options 2016 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Options granted (in shares) | 150,000 | |||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 8.55 | |||||||
Options vest and become exercisable annually (in shares) | 37,500 | |||||||
Options outstanding (in shares) | 100,000 | |||||||
Unrecognized stock-based compensation expense | $ 258,000 | |||||||
Unrecognized compensation expense, period for recognition (in years) | 2 years 2 months 6 days | |||||||
Stock Options | Employee Options 2017 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Options granted (in shares) | 400,000 | |||||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 6.95 | |||||||
Options vested (in shares) | 0 | |||||||
Options vest and become exercisable quarterly (in shares) | 50,000 | |||||||
Options outstanding (in shares) | 400,000 | |||||||
Unrecognized stock-based compensation expense | $ 1,100,000 | |||||||
Unrecognized compensation expense, period for recognition (in years) | 2 years | |||||||
Executive Officer | Stock Options | Employee Options 2016 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Options canceled (in shares) | 12,500 | |||||||
Options forfeited (in shares) | 37,500 | |||||||
Options vested (in shares) | 25,000 | |||||||
Allocated share-based compensation expense (reversal of) | $ (19,000) |
Stock-Based Compensation and 49
Stock-Based Compensation and Stock Options - Stock Option Valuation Weighted Average Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Options 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average fair value of options granted (in dollars per share) | $ 3.11 | ||
Historical volatility | 46.00% | ||
Risk-free interest rate | 2.06% | ||
Dividend yield | 0.00% | ||
Expected life in years | 5 years 7 months 24 days | ||
Employee Options 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average fair value of options granted (in dollars per share) | $ 4.73 | ||
Historical volatility | 58.00% | ||
Risk-free interest rate | 1.38% | ||
Dividend yield | 0.00% | ||
Expected life in years | 6 years 3 months | ||
Employee Options 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average fair value of options granted (in dollars per share) | $ 4.42 | ||
Historical volatility | 59.00% | ||
Risk-free interest rate | 1.73% | ||
Dividend yield | 0.00% | ||
Expected life in years | 5 years 9 months |
Stock-Based Compensation and 50
Stock-Based Compensation and Stock Options - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||||
Options outstanding, beginning (in shares) | 600,000 | 775,000 | 425,000 | |
Options granted (in shares) | 400,000 | 150,000 | 400,000 | |
Options forfeited and canceled (in shares) | (50,000) | (325,000) | (50,000) | |
Options outstanding, ending (in shares) | 950,000 | 600,000 | 775,000 | 425,000 |
Weighted-Average Exercise Price | ||||
Options outstanding, weighted average exercise price, beginning (in dollars per share) | $ 9.93 | $ 12.78 | $ 19.20 | |
Options granted, weighted average exercise price (in dollars per share) | 6.95 | 8.55 | 8.07 | |
Options forfeited and canceled, weighted average exercise price (in dollars per share) | 8.55 | 16.09 | 29.58 | |
Options outstanding, weighted average exercise price, ending (in dollars per share) | $ 8.75 | $ 9.93 | $ 12.78 | $ 19.20 |
Exercisable and fully vested (in shares) | 475,000 | |||
Exercisable and fully vested, weighted average exercise price (in dollars per share) | $ 10.30 | |||
Options outstanding weighted-average remaining contractual life | 8 years 5 months 23 days | 8 years 6 months 20 days | 5 years 6 months 11 days | 5 years 9 months 15 days |
Options exercisable weighted-average remaining contractual life | 7 years 4 months 17 days | |||
Vested and expected to vest, outstanding, aggregate intrinsic value (in dollars) | $ 0 | $ 0 | $ 120 | $ 0 |
Vested and expected to vest, exercisable, aggregate intrinsic value (in dollars) | $ 0 | |||
Outstanding and expected to vest thereafter (in shares) | 475,000 | |||
Outstanding and expected to vest thereafter, weighted average exercise price (in dollars per share) | $ 7.20 | |||
Outstanding and expected to vest, weighted average remaining contractual life (in years) | 9 years 6 months 29 days | |||
Outstanding and expected to vest, aggregate intrinsic value (in dollars) | $ 0 |
Stock-Based Compensation and 51
Stock-Based Compensation and Stock Options - Outstanding Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 6.95 | $ 8.55 | $ 8.07 | |
Shares Outstanding (in shares) | 950,000 | 600,000 | 775,000 | 425,000 |
Options Outstanding Weighted-Average Remaining Contractual Life | 8 years 5 months 23 days | 8 years 6 months 20 days | 5 years 6 months 11 days | 5 years 9 months 15 days |
Options Exercisable Weighted-Average Remaining Contractual Life | 7 years 4 months 17 days | |||
Exercise Price 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 28.98 | |||
Shares Outstanding (in shares) | 50,000 | |||
Options Outstanding Weighted-Average Remaining Contractual Life | 4 years 25 days | |||
Weighted- Average Exercise Price (in dollars per share) | $ 28.98 | |||
Shares Outstanding and Exercisable (in shares) | 50,000 | |||
Options Exercisable Weighted-Average Remaining Contractual Life | 4 years 25 days | |||
Exercise Price 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 8.07 | |||
Shares Outstanding (in shares) | 400,000 | |||
Options Outstanding Weighted-Average Remaining Contractual Life | 7 years 9 months | |||
Weighted- Average Exercise Price (in dollars per share) | $ 8.07 | |||
Shares Outstanding and Exercisable (in shares) | 400,000 | |||
Options Exercisable Weighted-Average Remaining Contractual Life | 7 years 9 months | |||
Exercise Price 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 8.55 | |||
Shares Outstanding (in shares) | 100,000 | |||
Options Outstanding Weighted-Average Remaining Contractual Life | 8 years 2 months 8 days | |||
Weighted- Average Exercise Price (in dollars per share) | $ 8.55 | |||
Shares Outstanding and Exercisable (in shares) | 25,000 | |||
Options Exercisable Weighted-Average Remaining Contractual Life | 8 years 2 months 8 days | |||
Exercise Price 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price of employee option shares of common stock (in dollars per share) | $ 6.95 | |||
Shares Outstanding (in shares) | 400,000 | |||
Options Outstanding Weighted-Average Remaining Contractual Life | 9 years 10 months 2 days | |||
Weighted- Average Exercise Price (in dollars per share) | $ 6.95 | |||
Shares Outstanding and Exercisable (in shares) | 0 | |||
Options Exercisable Weighted-Average Remaining Contractual Life | 9 years 10 months 2 days |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - USD ($) $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | Feb. 28, 2017 | Feb. 29, 2016 | Dec. 31, 2014 | Dec. 31, 2012 | |
July 2012 Plan | ||||||||
Class of Stock | ||||||||
Stock repurchased program authorized number of shares (in shares) | 1,000,000 | |||||||
January 2014 Plan | ||||||||
Class of Stock | ||||||||
Stock repurchased program authorized number of shares (in shares) | 500,000 | |||||||
2012 And 2014 Plan | ||||||||
Class of Stock | ||||||||
Stock repurchase program, remaining number of shares authorized to be repurchased (in shares) | 56,000 | 268,000 | ||||||
2012 And 2014 Plan | Treasury Stock | ||||||||
Class of Stock | ||||||||
Stock repurchased during period (in shares) | 212,000 | |||||||
Aggregate purchase price of shares repurchased | $ 1.7 | |||||||
February 2016 Plan | ||||||||
Class of Stock | ||||||||
Stock repurchased program authorized number of shares (in shares) | 1,000,000 | |||||||
February 2016 Plan | Treasury Stock | ||||||||
Class of Stock | ||||||||
Stock repurchased during period (in shares) | 1,056,000 | |||||||
Aggregate purchase price of shares repurchased | $ 9.5 | |||||||
February 2017 Plan | ||||||||
Class of Stock | ||||||||
Stock repurchased program authorized number of shares (in shares) | 1,000,000 | |||||||
February 2017 Plan | Treasury Stock | ||||||||
Class of Stock | ||||||||
Stock repurchased during period (in shares) | 1,000,000 | |||||||
Aggregate purchase price of shares repurchased | $ 9.7 | |||||||
Subsequent Event | March 2018 Plan | ||||||||
Class of Stock | ||||||||
Stock repurchased program authorized number of shares (in shares) | 500,000 |
Segment Reporting and Signifi53
Segment Reporting and Significant Customer Information - Narrative (Details) - segment | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Number of reportable operating segments | 3 | |
Accounts Receivable | Credit Concentration Risk | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 16.00% |
Segment Reporting and Signifi54
Segment Reporting and Significant Customer Information - Operating Results from Continuing Operations and Assets by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | $ 26,997 | $ 24,687 | $ 26,411 | $ 28,429 | $ 26,814 | $ 26,823 | $ 29,798 | $ 30,828 | $ 106,524 | $ 114,263 | $ 123,961 |
Operating income (loss) | $ 1,079 | $ 18 | $ 1,386 | $ 2,062 | $ 2,028 | $ 1,875 | $ 3,437 | $ 2,846 | 4,545 | 10,186 | 3,820 |
Intersegment Eliminations | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Operating income (loss) | 0 | 0 | 0 | ||||||||
Asia Pacific | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 7,519 | 9,698 | 10,649 | ||||||||
Operating income (loss) | (5,967) | (3,890) | (2,469) | ||||||||
Asia Pacific | Intersegment Eliminations | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | (34) | 73 | (12) | ||||||||
Asia Pacific | Operating Segments | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 7,553 | 9,625 | 10,661 | ||||||||
Europe | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 33,681 | 36,907 | 39,736 | ||||||||
Operating income (loss) | 2,290 | 5,604 | 2,472 | ||||||||
Europe | Intersegment Eliminations | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | (353) | (595) | (131) | ||||||||
Europe | Operating Segments | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 34,034 | 37,502 | 39,867 | ||||||||
North America | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 65,324 | 67,658 | 73,576 | ||||||||
Operating income (loss) | 8,222 | 8,472 | 3,817 | ||||||||
North America | Intersegment Eliminations | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | 387 | 522 | 143 | ||||||||
North America | Operating Segments | |||||||||||
Summary of operating results from continuing operations and assets by business segment | |||||||||||
Revenues | $ 64,937 | $ 67,136 | $ 73,433 |
Segment Reporting and Signifi55
Segment Reporting and Significant Customer Information - Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenue for each segment recognized based on customer location | ||
Long-lived assets | $ 4,921 | $ 6,158 |
Total assets | 45,672 | 53,530 |
Intersegment Eliminations | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 0 | 0 |
Total assets | (72,864) | (66,851) |
Asia Pacific | Operating Segments | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 140 | 209 |
Total assets | 3,697 | 5,295 |
Europe | Operating Segments | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 496 | 763 |
Total assets | 54,593 | 49,125 |
North America | Operating Segments | ||
Revenue for each segment recognized based on customer location | ||
Long-lived assets | 4,285 | 5,186 |
Total assets | $ 60,246 | $ 65,961 |
Segment Reporting and Signifi56
Segment Reporting and Significant Customer Information - Revenue by Type and Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Breakdown of revenues by type and segment | |||||||||||
Revenues | $ 26,997 | $ 24,687 | $ 26,411 | $ 28,429 | $ 26,814 | $ 26,823 | $ 29,798 | $ 30,828 | $ 106,524 | $ 114,263 | $ 123,961 |
Travel | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 90,052 | 94,180 | 99,114 | ||||||||
Local | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 16,472 | 20,083 | 24,847 | ||||||||
Asia Pacific | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 7,519 | 9,698 | 10,649 | ||||||||
Asia Pacific | Travel | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 6,992 | 8,845 | 9,355 | ||||||||
Asia Pacific | Local | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 527 | 853 | 1,294 | ||||||||
Europe | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 33,681 | 36,907 | 39,736 | ||||||||
Europe | Travel | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 29,180 | 31,087 | 33,603 | ||||||||
Europe | Local | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 4,501 | 5,820 | 6,133 | ||||||||
North America | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 65,324 | 67,658 | 73,576 | ||||||||
North America | Travel | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | 53,880 | 54,248 | 56,156 | ||||||||
North America | Local | |||||||||||
Breakdown of revenues by type and segment | |||||||||||
Revenues | $ 11,444 | $ 13,410 | $ 17,420 |
Segment Reporting and Signifi57
Segment Reporting and Significant Customer Information - Revenue for Individual Countries that Exceed 10% of Total Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 26,997 | $ 24,687 | $ 26,411 | $ 28,429 | $ 26,814 | $ 26,823 | $ 29,798 | $ 30,828 | $ 106,524 | $ 114,263 | $ 123,961 |
United States | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | 59,812 | 62,456 | 68,441 | ||||||||
United Kingdom | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | 19,113 | 22,263 | 25,865 | ||||||||
Germany | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | 12,226 | 12,576 | 12,534 | ||||||||
Rest of the world | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 15,373 | $ 16,968 | $ 17,121 |
Segment Reporting and Signifi58
Segment Reporting and Significant Customer Information - Long Lives Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 4,921 | $ 6,158 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 3,893 | 4,755 |
Rest of the world | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,028 | $ 1,403 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain on sale of Fly.com domain name | $ 2,890 | $ 0 | $ 0 | ||||||||
Income from discontinued operations, net of income taxes | $ 0 | $ 0 | $ 54 | $ 1,884 | $ (63) | $ 241 | $ 222 | $ 224 | 1,938 | 624 | 2,341 |
Fly.com domain | Discontinued Operations, Disposed of by Sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues from Search | 2,088 | 14,289 | 17,755 | ||||||||
Cost of revenues | (101) | (458) | (676) | ||||||||
Gross profit | 1,987 | 13,831 | 17,079 | ||||||||
Total operating expenses | (1,817) | (12,949) | (13,753) | ||||||||
Gain on sale of Fly.com domain name | 2,890 | 0 | 0 | ||||||||
Income from discontinued operations before income taxes | 3,060 | 882 | 3,326 | ||||||||
Income tax expense | 1,122 | 258 | 985 | ||||||||
Income from discontinued operations, net of income taxes | $ 1,938 | $ 624 | $ 2,341 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Oct. 30, 2017 | Sep. 28, 2015 | Aug. 20, 2015 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 |
Related Party Transactions | |||||||||
Repayments of related party debt | $ 0 | $ 5,658,000 | $ 3,250,000 | ||||||
Employee options granted to purchase shares of common stock (in shares) | 400,000 | 150,000 | 400,000 | ||||||
Azzurro Capital, Inc. | |||||||||
Related Party Transactions | |||||||||
Percent of outstanding shares | 57.80% | ||||||||
Travelzoo Asia Pacific Adjustments | Affiliated Entity | |||||||||
Related Party Transactions | |||||||||
Net liabilities | $ 6,800,000 | ||||||||
Loan Issued to Asia Pacific | Majority Shareholder | |||||||||
Related Party Transactions | |||||||||
Related party debt | $ 2,200,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Stated percentage (percentage) | 10.00% | 8.00% | |||||||
Interest payable | $ 5,000 | ||||||||
Repayments of related party debt | $ 3,300,000 | ||||||||
Repayments of related party debt, interest | $ 128,000 | ||||||||
Travelzoo Europe Promissory Note | Majority Shareholder | |||||||||
Related Party Transactions | |||||||||
Related party debt | $ 5,700,000 | ||||||||
Stated percentage (percentage) | 7.00% | ||||||||
Interest payable | 267,000 | ||||||||
Stock Options Granted | Chief Executive Officer | |||||||||
Related Party Transactions | |||||||||
Employee options granted to purchase shares of common stock (in shares) | 400,000 | 400,000 | |||||||
Travelzoo Asia Pacific | |||||||||
Related Party Transactions | |||||||||
Market transaction value | $ 22,600,000 | $ 22,600,000 | |||||||
Cash consideration | 17,000,000 | ||||||||
Business combination, consideration transferred, liabilities incurred | $ 5,700,000 | ||||||||
Note 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 | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions | |||||||||||
Revenues | $ 26,997 | $ 24,687 | $ 26,411 | $ 28,429 | $ 26,814 | $ 26,823 | $ 29,798 | $ 30,828 | $ 106,524 | $ 114,263 | $ 123,961 |
Operating Loss | 1,079 | 18 | 1,386 | 2,062 | 2,028 | 1,875 | 3,437 | 2,846 | 4,545 | 10,186 | 3,820 |
Net Loss | $ 675 | $ (576) | $ 687 | $ 2,744 | $ 943 | $ 1,619 | $ 2,020 | $ 2,049 | 3,530 | 6,631 | 10,864 |
Other Comprehensive income | $ 3,720 | $ 6,752 | 9,558 | ||||||||
Affiliated Entity | Travelzoo Asia Pacific Adjustments | |||||||||||
Related Party Transactions | |||||||||||
Revenues | 10,774 | ||||||||||
Operating Loss | (2,436) | ||||||||||
Net Loss | (3,096) | ||||||||||
Other Comprehensive income | $ 305 | ||||||||||
Basic and diluted earnings per share (in dollars per share) | $ (0.21) |
Unaudited Quarterly Informati62
Unaudited Quarterly Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 26,997 | $ 24,687 | $ 26,411 | $ 28,429 | $ 26,814 | $ 26,823 | $ 29,798 | $ 30,828 | $ 106,524 | $ 114,263 | $ 123,961 |
Cost of revenues | 3,462 | 3,018 | 3,222 | 3,207 | 3,263 | 3,270 | 3,471 | 3,851 | 12,909 | 13,855 | 18,148 |
Gross profit | 23,535 | 21,669 | 23,189 | 25,222 | 23,551 | 23,553 | 26,327 | 26,977 | 93,615 | 100,408 | 105,813 |
Operating expenses: | |||||||||||
Sales and marketing | 13,746 | 13,973 | 14,213 | 15,356 | 13,369 | 14,075 | 15,455 | 15,530 | 57,288 | 58,429 | 65,609 |
Product development | 2,208 | 2,315 | 2,344 | 2,357 | 2,077 | 2,230 | 2,001 | 2,788 | 9,224 | 9,096 | 12,214 |
General and administrative | 6,502 | 5,363 | 5,246 | 5,447 | 6,077 | 5,373 | 5,434 | 5,813 | 22,558 | 22,697 | 24,170 |
Total operating expenses | 22,456 | 21,651 | 21,803 | 23,160 | 21,523 | 21,678 | 22,890 | 24,131 | 89,070 | 90,222 | 101,993 |
Income from continuing operations | 1,079 | 18 | 1,386 | 2,062 | 2,028 | 1,875 | 3,437 | 2,846 | 4,545 | 10,186 | 3,820 |
Other income (loss), net | 62 | 86 | 18 | 7 | (480) | 251 | (91) | 133 | 173 | (187) | (1,242) |
Income from continuing operations before income taxes | 1,141 | 104 | 1,404 | 2,069 | 1,548 | 2,126 | 3,346 | 2,979 | 4,718 | 9,999 | 2,578 |
Income tax expense (benefit) | 466 | 680 | 771 | 1,209 | 542 | 748 | 1,548 | 1,154 | 3,126 | 3,992 | (5,945) |
Income from continuing operations | 675 | (576) | 633 | 860 | 1,006 | 1,378 | 1,798 | 1,825 | 1,592 | 6,007 | 8,523 |
Income from discontinued operations, net of income taxes | 0 | 0 | 54 | 1,884 | (63) | 241 | 222 | 224 | 1,938 | 624 | 2,341 |
Net income | $ 675 | $ (576) | $ 687 | $ 2,744 | $ 943 | $ 1,619 | $ 2,020 | $ 2,049 | $ 3,530 | $ 6,631 | $ 10,864 |
Income per share—basic: | |||||||||||
Continuing operations (in dollars per share) | $ 0.05 | $ (0.05) | $ 0.05 | $ 0.07 | $ 0.07 | $ 0.10 | $ 0.13 | $ 0.13 | $ 0.12 | $ 0.43 | $ 0.58 |
Discontinued operation (in dollars per share) | 0 | 0 | 0 | 0.14 | 0 | 0.02 | 0.01 | 0.01 | 0.15 | 0.04 | 0.16 |
Net income per share, basic (in dollars per share) | 0.05 | (0.05) | 0.05 | 0.21 | 0.07 | 0.12 | 0.14 | 0.14 | 0.27 | 0.47 | 0.74 |
Income per share—diluted: | |||||||||||
Continuing operations (in dollars per share) | 0.05 | (0.05) | 0.05 | 0.07 | 0.07 | 0.10 | 0.13 | 0.13 | 0.12 | 0.43 | 0.58 |
Discontinued operation (in dollars per share) | 0 | 0 | 0 | 0.14 | 0 | 0.02 | 0.01 | 0.01 | 0.15 | 0.04 | 0.16 |
Net income per share, diluted (in dollars per share) | $ 0.05 | $ (0.05) | $ 0.05 | $ 0.21 | $ 0.07 | $ 0.12 | $ 0.14 | $ 0.14 | $ 0.27 | $ 0.47 | $ 0.74 |