Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | trivago N.V. | |
Trading Symbol | TRVG | |
Entity Central Index Key | 1,683,825 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 20-F | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | No | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,916,474 | 30,026,635 |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 319,799,968 | 209,008,088 |
Consolidated statements of oper
Consolidated statements of operations - EUR (€) € in Thousands, shares in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Statement [Abstract] | ||||
Revenue | € 667,802 | € 485,942 | € 298,842 | |
Revenue from related party | 367,581 | 268,227 | 194,241 | |
Total revenue | 1,035,383 | 754,169 | 493,083 | |
Costs and expenses: | ||||
Cost of revenue, including related party, excluding amortization | [1],[2] | 5,930 | 4,273 | 2,946 |
Selling and marketing | [1],[2] | 946,925 | 673,224 | 461,219 |
Technology and content | [1],[2],[3] | 52,232 | 51,658 | 28,693 |
General and administrative, including related party shared service fee | [1],[2],[3] | 47,444 | 55,602 | 18,065 |
Amortization of intangible assets | [3] | 3,220 | 13,857 | 30,030 |
Operating income (loss) | (20,368) | (44,445) | (47,870) | |
Other income (expense) | ||||
Interest expense | (44) | (137) | (147) | |
Gain on deconsolidation of entity | 2,007 | 0 | 0 | |
Other, net | 592 | (139) | (2,667) | |
Total other income (expense), net | 2,555 | (276) | (2,814) | |
Income (loss) before income taxes | (17,813) | (44,721) | (50,684) | |
Expense (benefit) for income taxes | (4,764) | 6,670 | (11,318) | |
Net loss | (13,049) | (51,391) | (39,366) | |
Net loss attributable to noncontrolling interests | 568 | 710 | 239 | |
Net loss attributable to trivago N.V. | € (12,481) | € (50,681) | € (39,127) | |
Earnings per share attributable to trivago N.V. available to common stockholders: | ||||
Basic and diluted (in EUR per share) | [4] | € (0.05) | € 0 | |
Shares used in computing earnings per share: | ||||
Weighted average shares of Class A and Class B common stock outstanding - basic and diluted (shares) | [4] | 274,666 | 237,811 | |
[1] | Includes related party expense as follows: Year ended December 31, 201520162017 Cost of revenue——50Selling and marketing——2Technology and content——361General and administrative3,0155,128742 | |||
[2] | Includes share-based compensation as follows: Year ended December 31, 201520162017Cost of revenue238737115Selling and marketing3,36010,9133,514Technology and content, net of capitalized internal-use software and website development costs4,54515,8163,614General and administrative5,98626,2568,782 | |||
[3] | Year ended December 31, 201520162017Acquired technology included in amortization of intangible assets19,9273,75059Internal use software and website development costs included in technology and content4751,4101,742Internal use software included in general and administrative ——408 | |||
[4] | Represents earnings per share of Class A and Class B common stock and weighted-average shares of Class A and Class B common stock outstanding for the period from December 16, 2016 to December 31, 2016, the period following the capitalization of the parent company and IPO, and for the period from January 1, 2017 to December 31, 2017 (see Note 14). |
Consolidated statements of ope3
Consolidated statements of operations (Parenthetical) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based compensation | € 16,000 | € 53,700 | € 14,100 | |
Amortization of intangible assets | [1] | 3,220 | 13,857 | 30,030 |
Cost of revenue | ||||
Share-based compensation | 115 | 737 | 238 | |
General and administrative expenses from related party | 50 | 0 | 0 | |
Selling and marketing | ||||
Share-based compensation | 3,514 | 10,913 | 3,360 | |
General and administrative expenses from related party | 2 | 0 | 0 | |
Technology and content, net of capitalized internal-use software and website development costs | ||||
Share-based compensation | 3,614 | 15,816 | 4,545 | |
General and administrative expenses from related party | 361 | 0 | 0 | |
General and administrative | ||||
Share-based compensation | 8,782 | 26,256 | 5,986 | |
Amortization of intangible assets | 408 | 0 | 0 | |
General and administrative expenses from related party | 742 | 5,128 | 3,015 | |
Acquired technology | ||||
Amortization of intangible assets | 59 | 3,750 | 19,927 | |
Internal use software and website development costs | ||||
Amortization of intangible assets | € 1,742 | € 1,410 | € 475 | |
[1] | Year ended December 31, 201520162017Acquired technology included in amortization of intangible assets19,9273,75059Internal use software and website development costs included in technology and content4751,4101,742Internal use software included in general and administrative ——408 |
Consolidated statements of comp
Consolidated statements of comprehensive income (loss) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | € (13,049) | € (51,391) | € (39,366) |
Other comprehensive income (loss) | |||
Currency translation adjustments | (201) | 161 | (166) |
Total other comprehensive income (loss) | (201) | 161 | (166) |
Comprehensive loss | (13,250) | (51,230) | (39,532) |
Less: Comprehensive loss attributable to noncontrolling interests | 568 | 581 | 393 |
Comprehensive loss attributable to trivago N.V. | € (12,682) | € (50,649) | € (39,139) |
Consolidated balance sheets
Consolidated balance sheets - EUR (€) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash & cash equivalents | € 190,201,000 | € 227,298,000 |
Restricted cash | 103,000 | 884,000 |
Accounts receivable, less allowance of €152 and €231 at December 31, 2016 and December 31, 2017, respectively | 43,062,000 | 36,658,000 |
Accounts receivable, related party | 39,063,000 | 16,505,000 |
Tax Receivable | 2,092,000 | 0 |
Prepaid expenses and other current assets | 18,758,000 | 11,529,000 |
Total current assets | 293,279,000 | 292,874,000 |
Property and equipment, net | 114,471,000 | 46,862,000 |
Other long-term assets | 6,955,000 | 955,000 |
Intangible assets, net | 173,294,000 | 176,052,000 |
Goodwill | 490,455,000 | 490,503,000 |
TOTAL ASSETS | 1,078,454,000 | 1,007,246,000 |
Current liabilities: | ||
Accounts payable | 51,307,000 | 39,965,000 |
Income taxes payable | 3,428,000 | 3,433,000 |
Deferred revenue | 8,941,000 | 5,078,000 |
Accrued expenses and other current liabilities | 14,711,000 | 12,627,000 |
Total current liabilities | 78,387,000 | 61,103,000 |
Deferred income taxes | 48,305,000 | 53,156,000 |
Other long-term liabilities | 97,787,000 | 38,565,000 |
Commitments and contingencies (Note 16) | ||
Redeemable noncontrolling interests | 0 | 351,000 |
Stockholders' equity: | ||
Reserves | 730,431,000 | 584,667,000 |
Contribution from Parent | 122,307,000 | 122,200,000 |
Accumulated other comprehensive income (loss) | (180,000) | 21,000 |
Retained earnings (accumulated deficit) | (192,318,000) | (179,837,000) |
Total stockholders' equity attributable to trivago N.V. | 853,975,000 | 654,258,000 |
Noncontrolling interest | 0 | 199,813,000 |
Total stockholders' equity | 853,975,000 | 854,071,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,078,454,000 | 1,007,246,000 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 1,855,000 | 1,802,000 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | € 191,880,000 | € 125,405,000 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - EUR (€) € in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance | € 231 | € 152 |
Class A Common Stock | ||
Class common stock, par value | € 0.06 | € 0.06 |
Class common stock, shared authorized | 700,000,000 | 700,000,000 |
Class common stock, shares issued | 30,916,474 | 30,026,635 |
Entity Common Stock, Shares Outstanding | 30,916,474 | 30,026,635 |
Class B Common Stock | ||
Class common stock, par value | € 0.60 | € 0.60 |
Class common stock, shared authorized | 320,000,000 | 320,000,000 |
Class common stock, shares issued | 319,799,968 | 209,008,088 |
Entity Common Stock, Shares Outstanding | 319,799,968 | 209,008,088 |
Consolidated statements of chan
Consolidated statements of changes in equity - EUR (€) € in Thousands | Total | Subscribed capital | Common StockClass A Common Stock | Common StockClass B Common Stock | Reserves | Retained earnings (accumulated deficit) | Accumulated other comprehensive income (loss) | Contribution from Parent | Noncontrolling interest |
Beginning balance at Dec. 31, 2014 | € 664,568 | € 38 | € 0 | € 0 | € 701,856 | € (90,029) | € 0 | € 52,703 | € 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss), excluding portion attributable to redeemable noncontrolling interest | (39,127) | (39,127) | |||||||
Other comprehensive income (net of tax) | (12) | (12) | |||||||
Adjustment to the fair value of redeemable noncontrolling interests | (239) | (239) | |||||||
Issue of subscribed capital, options granted | 10 | 10 | |||||||
Transaction with parent | 2,826 | 2,826 | |||||||
Share-based compensation expense | (5,746) | (5,746) | |||||||
Ending balance at Dec. 31, 2015 | 622,280 | 48 | 0 | 0 | 695,871 | (129,156) | (12) | 55,529 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income (net of tax) | 33 | 33 | |||||||
Settlement of options exercised | 4,930 | 1 | 4,929 | ||||||
Adjustment to the fair value of redeemable noncontrolling interests | (995) | (995) | |||||||
Transaction with parent | 4,185 | 4,185 | |||||||
Corporate reorganization | 0 | (49) | 552 | 125,405 | (344,914) | 219,006 | |||
Dividends to noncontrolling interest holder | (170) | (170) | |||||||
Changes in ownership of noncontrolling interests | 0 | 19,478 | (19,478) | ||||||
Issuance of common stock | 202,921 | 1,250 | 201,671 | ||||||
Reclassification of option liability to reserves | 4,893 | 4,893 | |||||||
Changes in ownership of redeemable noncontrolling interests | 980 | 980 | |||||||
Ending balance at Dec. 31, 2016 | 854,071 | 0 | 1,802 | 125,405 | 584,667 | (179,837) | 21 | 122,200 | 199,813 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss), excluding portion attributable to redeemable noncontrolling interest | (12,940) | (12,481) | (459) | ||||||
Other comprehensive income (net of tax) | (201) | (201) | |||||||
Settlement of options exercised | (2,984) | 53 | (3,037) | ||||||
Adjustment to the fair value of redeemable noncontrolling interests | (149) | (149) | |||||||
Transaction with parent | 107 | 107 | |||||||
Share-based compensation expense | 16,071 | 16,071 | |||||||
Merger of trivago GmbH into and with trivago N.V. | 0 | 66,475 | 132,879 | (199,354) | |||||
Ending balance at Dec. 31, 2017 | € 853,975 | € 0 | € 1,855 | € 191,880 | € 730,431 | € (192,318) | € (180) | € 122,307 | € 0 |
Consolidated statements of cha8
Consolidated statements of changes in equity (Parenthetical) € in Thousands | 12 Months Ended |
Dec. 31, 2016EUR (€) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | € 4,921 |
Net loss attributable to redeemable noncontrolling interest | € 995 |
Consolidated statements of cash
Consolidated statements of cash flows - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Operating activities: | ||||
Net loss | € (13,049) | € (51,391) | € (39,366) | |
Adjustments to reconcile net loss to net cash used: | ||||
Depreciation (property and equipment and internal-use software and website development) | 7,802 | 5,083 | 2,649 | |
Amortization of intangible assets | [1] | 3,220 | 13,857 | 30,030 |
Share-based compensation (See Note 10) | 16,025 | 53,722 | 14,129 | |
Deferred income taxes | (4,851) | (4,838) | (10,444) | |
Foreign exchange (gain) loss | (217) | (16) | 960 | |
Bad debt (recovery) expense | 78 | 1,589 | (410) | |
Non-cash charge, contribution from Parent | 107 | 4,185 | 2,826 | |
Gain on deconsolidation of entity | (2,007) | 0 | 0 | |
Changes in operating assets and liabilities, net of effects from of businesses acquired: | ||||
Restricted cash | (1,815) | (199) | (184) | |
Accounts receivable, including related party | (29,734) | (11,256) | (18,540) | |
Prepaid expense and other assets | (10,434) | (6,945) | 63 | |
Accounts payable | 13,590 | 13,879 | 13,102 | |
Accrued expenses and other liabilities | 9,183 | 7,486 | 2,415 | |
Deferred revenue | 3,863 | 2,814 | 1,780 | |
Taxes payable/receivable, net | (2,097) | 3,177 | (25) | |
Net cash (used in) / provided by operating activities | (10,336) | 31,147 | (1,015) | |
Investing activities: | ||||
Acquisition of business, net of cash acquired | (673) | 0 | (286) | |
Acquisition of redeemable noncontrolling interests | 0 | (874) | 0 | |
Cash divested from deconsolidation | (249) | 0 | 0 | |
Capital expenditures, including internal-use software and website development | (17,364) | (8,121) | (6,224) | |
Net cash used in investing activities | (18,286) | (8,995) | (6,510) | |
Financing activities: | ||||
Payments of initial public offering costs | (4,038) | (882) | 0 | |
Dividends paid to NCI | (158) | 0 | 0 | |
Proceeds from issuance of credit facility | 0 | 20,000 | 20,000 | |
Payments on credit facility | 0 | (40,000) | 0 | |
Payment of loan to shareholder | 0 | 0 | (7,129) | |
Payment of loan to related party | 0 | 0 | (1,039) | |
Net proceeds from issuance of common stock | 0 | 207,840 | 0 | |
Proceeds from exercise of option awards | 42 | 686 | 10 | |
Proceeds from issuance of loan from related party | 0 | 0 | 7,129 | |
Tax payments for shares withheld | (3,062) | 0 | 0 | |
Net cash (used in) / provided by financing activities | (7,216) | 187,644 | 18,971 | |
Effect of exchange rate changes on cash | (1,259) | (54) | (32) | |
Net increase (decrease) in cash | (37,097) | 209,742 | 11,414 | |
Cash and cash equivalents at beginning of year | 227,298 | 17,556 | 6,142 | |
Cash and cash equivalents at end of year | 190,201 | 227,298 | 17,556 | |
Supplemental cash flow information: | ||||
Cash paid for interest | 2 | 160 | 100 | |
Cash paid for taxes, net of refunds | 2,550 | 8,696 | 751 | |
Non-cash investing and financing activities: | ||||
Offering costs included in accrued expenses | 0 | 4,038 | 0 | |
Fixed assets-related payable | 1,557 | 129 | 306 | |
Capitalization of construction in process related to build-to-suit lease | 56,586 | 30,883 | 4,852 | |
Extinguishment of loan to members through contribution from Parent in members’ equity | 0 | 7,129 | 0 | |
Extinguishment of loan from related party through members’ liability | € 0 | € 7,129 | € 0 | |
[1] | Year ended December 31, 201520162017Acquired technology included in amortization of intangible assets19,9273,75059Internal use software and website development costs included in technology and content4751,4101,742Internal use software included in general and administrative ——408 |
Organization and basis of prese
Organization and basis of presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and basis of presentation | Organization and basis of presentation Description of business trivago N.V., (“trivago” the “Company,” “us,” “we” and “our”) and its subsidiaries offer online meta-search for hotels by facilitating consumers’ search for hotel accommodation, through online travel agents (“OTAs”), hotel chains and independent hotels. Our search-driven marketplace, delivered on websites and apps, provides users with a tailored search experience via our proprietary matching algorithms. We employ a ‘cost-per-click’ (or “CPC”) pricing structure, allowing advertisers to control their own return on investment and the volume of lead traffic we generate for them. During 2013, Expedia, Inc. (the "Parent" or "Expedia") completed the purchase of a controlling interest in the Company. Initial public offering In December 2016, we sold 20,826,606 ADSs, each representing one Class A share, with a nominal value of €0.06 per share, in our initial public offering (“IPO”) at a public offering price of $11.00 per ADS, for aggregate net offering proceeds to us, after deducting underwriting discounts and commissions, of €207.8 million . Corporate reorganization In connection with the IPO, the Company underwent a corporate reorganization, and as of December 31, 2016, trivago N.V. was the parent holding company with a 68.3% controlling interest in trivago GmbH. Prior to the completion of the IPO, Expedia owned 63.5% and Messrs. Schrömgens, Vinnemeier and Siewert, (whom we collectively refer to as the “Founders”) owned 36.5% , in aggregate, of the voting power in trivago GmbH. On November 7, 2016, travel B.V., a Dutch private company with limited liability under Dutch law was formed in order to affect the corporate reorganization. Prior to the completion of the IPO, Expedia contributed all of its shares in trivago GmbH to travel B.V. in a capital increase in exchange for newly issued Class B shares of travel B.V. The Founders contributed 940 shares of trivago GmbH, representing 6.7% of their aggregate shareholding in trivago GmbH, to travel B.V. in a capital increase in exchange for newly issued Class A shares of travel B.V. As a result of these contributions, 96.3% of the share capital and 99.6% of the voting power in travel B.V. was held by Expedia and 3.7% of the share capital and 0.4% of the voting power in travel B.V. was held by the Founders, whereas 66.0% of the voting power in trivago GmbH was held by travel B.V. and 34.0% of the voting power in trivago GmbH was held by the Founders. Effective with the IPO, travel B.V., changed its legal form and became trivago N.V and all Class A and B shares of travel B.V. were converted to Class A and B shares of trivago N.V. ADSs representing the 9,200,029 Class A shares of the Founders in trivago N.V. and an additional 20,826,606 ADSs representing newly issued Class A shares in trivago N.V. were sold in the IPO. After the IPO and as of December 31, 2016, 68.3% of the voting power in trivago GmbH was held by trivago N.V. and 31.7% was held by the Founders which is reflected as noncontrolling interest in the consolidated financial statements through September 7, 2017. On September 7, 2017 (the "merger date") the merger of trivago GmbH into and with trivago N.V. became effective. Pursuant to the merger, our founders exchanged all of their units of trivago GmbH remaining after our pre-IPO corporate reorganization for Class B shares of trivago N.V. As of December 31, 2017 , Expedia’s ownership interest and voting interest in trivago N.V. is 59.6% and 64.7% , respectively, and the Founders had an ownership interest and voting interest of 31.6% and 34.3% , respectively. Basis of presentation The corporate reorganization, as described above, is considered a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the corporate reorganization are the financial statements of trivago GmbH as the predecessor to the Company for accounting and reporting purposes. Upon the merger of trivago GmbH with and into trivago N.V., the merger date, no further noncontrolling interest exists between trivago GmbH and trivago N.V. Unless otherwise specified, “the Company” refers to trivago N.V., and trivago GmbH and its respective subsidiaries throughout the remainder of these notes. These consolidated financial statements reflect Expedia’s basis of accounting due to the change in control in 2013 when Expedia acquired a controlling ownership in trivago, as we elected the option to apply pushdown accounting in the period in which the change in control event occurred. Expedia incurs certain costs on behalf of trivago. The consolidated financial statements reflect the allocation of certain of Expedia’s corporate expenses to trivago (see Note 17 - Related party transactions for further information). We recorded all corporate allocation charges from Expedia within our consolidated statement of operations and as a contribution from Parent within the consolidated statement of changes in equity. Our management believes that the assumptions underlying the consolidated financial statements are reasonable. However, this financial information does not necessarily reflect the future financial position, results of operations and cash flows of trivago, nor does it reflect what the historical financial position, results of operations and cash flows of trivago would have been had we been a stand-alone company during the periods presented. Seasonality We experience seasonal fluctuations in the demand for our services as a result of seasonal patterns in travel. For example, hotel searches and consequently our revenue are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. Our revenue typically decreases in the fourth quarter. We generally expect to experience higher return on advertising spend in the first and fourth quarter of the year as we typically expect to advertise less in the periods outside of high travel seasons, although the expected increase in return on advertising spend was less pronounced in the fourth quarter of 2017. Seasonal fluctuations affecting our revenue also affect the timing of our cash flows. We typically invoice once per month, with customary payment terms. Therefore, our cash flow varies seasonally with a slight delay to our revenue, and is significantly affected by the timing of our advertising spending. The continued growth of our offerings in countries and areas where seasonal travel patterns vary from those described above may influence the typical trend of our seasonal patterns in the future. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Significant accounting policies Consolidation Our consolidated financial statements include the accounts of trivago and entities we control. All significant intercompany balances and transactions have been eliminated in consolidation. When control is lost, these entities will be deconsolidated from our future results of operations effectively immediately on the date of losing control. Further, for any entities whereby we may have a financial interest in but do not have control, we account for these entities as an equity investment. We record noncontrolling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Noncontrolling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the noncontrolling interest share of net income or loss from our redeemable noncontrolling interest entities and our noncontrolling interest in trivago GmbH; up and until the merger of trivago GmbH with and into trivago N.V. on September 7, 2017. As discussed in Note 1, as a result of the corporate reorganization, trivago N.V. consolidates trivago GmbH and trivago GmbH is considered to be the predecessor to trivago N.V. for accounting and reporting purposes. As a result of the merger of trivago GmbH with and into trivago N.V. during 2017, as of December 31, 2017 there no longer remains a minority interest related to trivago GmbH classified as noncontrolling interest as a component of stockholders’ equity in our consolidated financial statements. As of December 31, 2017 all subsidiaries of the Company are wholly-owned. In 2016 and throughout 2017 until the deconsolidation of myhotelshop, noncontrolling interests with shares redeemable at the option of the minority holders in myhotelshop and base7 have been included in redeemable noncontrolling interests. We classify the redeemable noncontrolling interest as a mezzanine equity below non-current liabilities in our consolidated financial statements. See Note 12 - Redeemable noncontrolling interests for further discussion. Accounting estimates We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition, intangible assets and goodwill, redeemable noncontrolling interest, acquisition purchase price allocations, and share-based compensation. Revenue recognition We recognize revenue from services rendered when it is earned and realizable based on the following criteria: persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue is generated each time a visitor to one of our websites or apps clicks on a hotel room offer in our search results and is referred to one of our advertisers. Advertisers pay on a per referral basis, with the aforementioned visitor click-through being considered a single referral. Given the nature of the industry, it is not unusual for referrals to be generated from automated scripts designed to browse and collect data on our websites. However, review processes are in place to identify anomalies to ensure revenue recognition is appropriate. Pricing is determined through a competitive bidding process whereby advertisers bid on their placement priority for a specific room offer within each room listing. Bids can be placed as often as daily, and changes in bids are applied on a prospective basis on the following day. Additionally, a portion of our revenue is generated through subscription-based services earned through trivago Hotel Manager Pro applications. This revenue is recognized ratably over the subscription period and deferred revenue is recorded on the balance sheet for amounts invoiced in advance of revenue recognition. Cost of revenue Cost of revenue consists of expenses that are directly or closely correlated to revenue generation, including data center costs, salaries and share-based compensation for our data center operations staff and our customer service team who are directly involved in revenue generation. For the three years ended December 31, 2015 , 2016 and 2017 cost of revenue excludes €19.9 million , €3.8 million and €0.1 million , respectively, of amortization expense of acquired technology. For the years ended December 31, 2015 , 2016 and 2017 cost of revenue excludes €0.5 million , €1.4 million and €1.7 million , respectively, of amortization expense related to internal use software and website development. Cash and Cash Equivalents Our cash and cash equivalents include cash and liquid financial instruments, primarily time deposit investments, with maturities of three months or less when purchased. Restricted cash Restricted cash primarily consists of funds held as guarantees in connection with corporate leases and funds held in escrow accounts in the event of default on corporate credit card statements. The carrying value of restricted cash approximates its fair value. As of December 31, 2016 and December 31, 2017, restricted cash was €0.9 million and €2.7 million , respectively. From the total balance as of December 31, 2017, €2.6 million is presented as other long-term assets based on the expected dates the restricted cash will be refunded or made available to the Company. Accounts receivable Accounts receivable are generally due within 30 days and are recorded net of an allowance for doubtful accounts. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole. Property and equipment, net including software and website capitalization We record property and equipment at cost, net of accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is generally three to five years for computer equipment, capitalized software development and furniture and other equipment. We amortize leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease, the majority of which will be fully amortized through 2018. Certain direct development costs associated with website and internal-use software are capitalized during the application development stage. Capitalized costs include external direct costs of services and payroll costs (including share-based compensation). The payroll costs are for employees devoting time to the software development projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of three years beginning when the asset is ready for use. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements, which is generally a period of three years. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Certain acquired software licenses and implementation costs are capitalized during the implementation stage. Capitalized costs include the license fee, external direct costs of services provided in regards to the implementation and customization of the software, and internal payroll costs for employees involved with the implementation process. These costs are recorded as property and equipment and are amortized over the license term when the asset is ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Leases We lease office space in several countries under non-cancelable lease agreements. We generally lease our office facilities under operating lease agreements. We recognize rent expense on a straight-line basis over the lease period. Any lease incentives are recognized as reductions of rental expense on a straight-line basis over the term of the lease. The lease term begins on the date we become legally obligated for the rent payments or when we take possession of the office space, whichever is earlier. We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent that we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. In July 2015, we entered into a lease for new corporate headquarters in Düsseldorf, Germany which is under construction and will have 26,107 square meters of office space. As a result of our involvement in the construction project and our responsibility for paying a portion of the costs of normal finish work and structural elements of the premises, the Company was deemed to be the owner of the premises for accounting purposes during the construction period pursuant to build-to-suit lease accounting guidance under ASC 840. Therefore, the Company recorded project construction costs during the construction period incurred by the landlord as a construction-in-progress asset and a related construction financing obligation on our consolidated balance sheets. The amounts that the Company has paid or incurred for normal tenant improvements and structural improvements had also been recorded as part of the construction-in-progress asset. We have a lease that includes both building and land. We have bifurcated our lease payments pursuant to the premises into: a portion that is allocated to the building (a reduction to the financing obligation); and a portion that is allocated to the land on which the building was constructed. The portion of the lease obligations allocated to the land is treated as an operating lease that commenced in July 2015. For the years ended December 31, 2016 and 2017, we have recorded €1.7 million , respectively, of land rent expense in connection with this lease. Business combinations We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Recoverability of goodwill and indefinite-lived intangible assets Goodwill is assigned to our three reporting units, which correspond to our three operating segments, on the basis of their relative fair values as of the date of change in reporting units. We assess goodwill and indefinite-lived assets, neither of which are amortized, for impairment annually in the fourth quarter of the year, or more frequently, if events and circumstances indicate that an impairment may have occurred. In the evaluation of goodwill for impairment, we typically first perform a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount, followed by performing a quantitative assessment by comparing the fair value of the reporting unit to the carrying value, if necessary. Effective October 1, 2017, we prospectively adopted accounting guidance that simplified our goodwill impairment testing by eliminating the requirement to calculate the implied fair value of goodwill (formerly "Step 2") in the event an impairment is identified. Instead, an impairment charge is recorded based on the excess of the reporting unit's carrying amount over its fair value. We generally base the measurement of fair value of our three reporting units on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting unit based on the present value of the cash flows that we expect the reporting unit to generate in the future. Our significant estimates in the discounted cash flows model include our weighted average cost of capital, long-term rate of growth and profitability of our business. The market valuation approach indicates the fair value of the business based on a comparison of the reporting unit to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors, such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit. We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and Internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. In addition to measuring the fair value of our reporting units as described above, we consider the combined carrying and fair values of our reporting units in relation to the company’s total fair value. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment to determine whether the fair value of the indefinite-lived intangible assets is more likely than not impaired. If so, we perform a quantitative assessment and an impairment charge is recorded for the excess of the carrying value of the indefinite-lived intangible assets over the fair value. We base our measurement of the fair value of our indefinite-lived intangible assets, which consist of trade name, trademarks, and domain names using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. As with goodwill, periodically, we may choose to forgo the initial qualitative assessment and perform a quantitative analysis in our annual evaluation of indefinite-lived intangible assets. Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of generally less than seven years. We review the carrying value of long-lived assets or asset groups, including property and equipment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value. Income taxes We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated results of operations, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements. Interest and penalties related to uncertain tax positions are classified in the financial statements as a component of income tax expense. Presentation of taxes in the statements of operations We present taxes that we collect from advertisers and remit to government authorities on a net basis in our consolidated statements of operations. Foreign currency translation and transaction gains and losses The consolidated Financial Statements have been prepared in euros, the reporting currency. Certain of our operations outside of the Eurozone use the local currency as their functional currency. We translate revenue and expense at average exchange rates during the period and assets and liabilities at the exchange rates as of the consolidated balance sheet dates and include such foreign currency translation gains and losses as a component of other comprehensive income. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions. Advertising expense We incur advertising expense consisting of offline costs, including television and radio advertising, as well as online advertising expense to promote our brands. A significant portion of traffic from users is directed to our websites through our participation in display advertising campaigns on search engines, advertising networks, affiliate websites and social networking sites. We consider traffic acquisition costs to be indirect advertising fees. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. These costs are included in selling and marketing expense in our consolidated statements of operations. For the years ended December 31, 2015, 2016 and 2017, our advertising expense was € 432.2 million , € 623.5 million and € 884.7 million , respectively. As of December 31, 2016 and 2017, we had € 5.3 million and € 12.6 million , respectively, of prepaid marketing expenses included in prepaid expenses and other current assets. Share-based compensation Share-based compensation included in our consolidated financial statements relates to certain outstanding trivago employee options replaced with new trivago employee option awards exercisable into trivago Class A shares, in connection with the controlling-interest acquisition of trivago by Expedia in 2013. During 2017, there were additional options granted in connection with the Omnibus Incentive Plan to employees of trivago. The fair value of share options accounted for as equity settled transactions is measured at the grant date using the Black–Scholes option pricing model. The valuation model incorporates various assumptions including expected volatility of equity, expected term and risk-free interest rates. As we do not have a trading history relatable to the expected term of our awards, the expected share price volatility for our Class A shares was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period commensurate to the expected term. Prior to the IPO, we previously based our expected term assumptions on the terms and conditions of the employee share option agreements, and scheduled exercise windows. Post IPO, we have used the simplified method in determining the term by using the midpoint between the vesting date and the end of the contractual term to estimate the term for all option grants subsequent of the IPO. The simplified method was used as we do not have sufficient relatable historical term data is available. Prior to the IPO, the share price assumption used in the model is based upon a valuation of trivago’s shares as of the grant date utilizing a blended analysis of the present value of future discounted cash flows and a market valuation approach. Post IPO, the share price assumption used in the model is based our publicly traded share price on the date of grant. We amortize the fair value to the extent the awards qualify for equity treatment, over the vesting term on a straight-line basis. The majority of our share options are service-based awards which vest between one and three years and have contractual terms that align with prescribed liquidation windows. We have performance-based share options which vest upon achievement of certain company-based performance conditions and service conditions. On the date of grant, we determine the fair value of the performance-based award using the Black-Scholes option pricing model. The awards are then assessed to determine the probability of the award vesting. If assessed as probable, we record compensation expense for these awards over the total performance and service period using the accelerated method. At each reporting period, we reassess the probability of achieving the performance targets, which requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. We classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. We remeasure these instruments at fair value at the end of each reporting period using a Black-Scholes option pricing model which relies upon an estimate of the fair value of trivago’s shares as of the reporting date which is determined using a blended approach as discussed above. Upon settlement of these awards, our total share-based compensation expense recorded from grant date to settlement date will equal the settlement amount. We recognize the effect of forfeitures in the period that the award was forfeited. Fair value recognition, measurement and disclosure The carrying amounts of cash and restricted cash reported on our consolidated balance sheets approximate fair value as we maintain them with various high-quality financial institutions. The accounts receivable are short-term in nature and their carrying value generally approximates fair value. We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Certain risks and concentration of credit risk Our business is subject to certain risks and concentrations including dependence on relationships with advertisers, dependence on third-party technology providers, and exposure to risks associated with online commerce security. Our concentration of credit risk relates to depositors holding the Company's cash and customers with significant accounts receivable balances. Our customer base includes primarily online travel agencies and hoteliers. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers. Expedia, our controlling shareholder, and its affiliates represent 39% , 36% and 36% , respectively, of our revenue for the years ended December 31, 2015, 2016 and 2017, and 31% and 47% , respectively, of total accounts receivable as of December 31, 2016 and 2017. Booking Holdings and its affiliates represent 27% , 43% and 44% , respectively, of revenues for the years ended December 31, 2015, 2016 and 2017 and 48% and 28% , respectively, of total accounts receivable as of December 31, 2016 and 2017. Contingent liabilities From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations, as discussed further in Note 16 - Commitments and contingencies. Periodically, and at year end, we review the status of all significant outstanding matters to assess the potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time, which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements. See Note 16 - Commitments and contingencies. Adoption of new accounting pronouncements In March 2016, the FASB issued new guidance related to accounting for share-based payments. The updated guidance changes how companies account for certain aspects of share-based payments awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The adoption of this new guidance on January 1, 2017 did not have a material impact to our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which simplifies the test for goodwill impairment where step 2 of the formal goodwill test is eliminated. We have adopted this new guidance for goodwill impairment assessments performed from October 1, 2017 . The adoption of this new guidance did not have a material impact to our consolidated financial statements. Recent accounting policies not yet adopted In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09 amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14 deferring the effective date of the revenue standard so it would be effective for annual and interim reporting periods beginning after December 15, 2017. In addition, the FASB has also issued several amendments to the standard, which clarify certain aspects of the guidance. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). We will adopt this new guidance in the first quarter of 2018 and apply the modified retrospective method. We have determined the new guidance will not change the timing or amount of revenue to be recognized. We do expect impacts from the new revenue guidance on the presentation of our financial statements, as deferred revenue is going to be presented as contract liability in the future. We have completed our overall assessment and we have identified and implemented changes to our accounting policies and practices, business processes, and controls to support the new revenue recognition standard. We are continuing our assessment of potential changes to our disclosures under the new guidance. In January 2016, the FASB issued ASU 2016-01 that provides new guidance related to accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. We will adopt this new guidance on January 1, 2018. A material impact on the financial statements is currently not expected. In February 2016 and January 2018, the FASB issued ASU 2016-02 and ASU 2018-01 that provide new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardle |
Acquisitions and divestitures
Acquisitions and divestitures | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and divestitures | Acquisitions and divestitures On July 16, 2015, we completed the acquisition of a 61.3% equity interest in myhotelshop GmbH (“myhotelshop”), a marketing manager, for total purchase consideration of €0.6 million consisting of cash and the settlement of pre-existing debt at the closing of the acquisition. On August 5, 2015, we completed the acquisition of a 52.3% equity interest in base7booking.com Sarl (“base7”), a cloud-based property management service provider, for total purchase consideration of €2.1 million in cash. We recognized goodwill of € 2.6 million in the year ended December 31, 2015 from the acquisitions, which is primarily attributable to assembled workforce and operating synergies. The goodwill has been allocated to our three operating segments and was not deductible for tax purposes. The fair value of the noncontrolling interest in myhotelshop and base7 was estimated to be € 2.2 million at the time of acquisition. In addition, the purchase agreement of myhotelshop and base7 each contain certain put/call rights whereby we may acquire, and the minority shareholders may sell to us, the minority shares of the company at fair value. As the noncontrolling interest was redeemable at the option of the minority holders, we classified the balance as redeemable noncontrolling interest with future changes in the fair value above the initial basis recorded as charges or credits to retained earnings (or additional paid-in capital in absence of retained earnings). The acquired companies were consolidated into our financial statements on the acquisition date. We recognized € 1.4 million in revenue and € 0.5 million in operating losses for the year ended December 31, 2015 for base7 and myhotelshop. Acquisition-related costs of € 0.8 million were recognized in the statement of operations as general a nd administrative expenses for the years ended December 31, 2015. Combined Pro forma Information Supplemental information on an unaudited combined pro forma basis, as if the acquisitions had been consummated on January 1, 2015, is presented as follows: Year ended December 31, (in thousands) 2015 Revenue € 494,387 Net loss € (39,359 ) On December 22, 2016, we exercised our call option in order to purchase the remaining 47.7% noncontrolling interest in base7 for a cash consideration of approximately €0.9 million . As such, we became the sole owner of base7. Given we had a controlling interest in base7 prior to the exercise of the call option, the change in ownership was treated as a step-acquisition and accounted for as an equity transaction. As such, we eliminated the redeemable noncontrolling interest of base7 and changes in redeemable noncontrolling interest due to attributed earnings and foreign exchange gains/losses as of December 22, 2016 and any difference between carrying value and acquisition value was adjusted to Reserves in shareholders’ equity as of that date. See Note 12 - Redeemable noncontrolling interests. In August 2017, we acquired all material assets of tripl GmbH through a business combination for a total purchase consideration of €0.7 million . The acquisition is intended to enhance trivago's product with personalization technology that uses big data and a customer-centric approach. During December 2017, myhotelshop GmbH issued 8,074 new common shares for a total of €0.1 million to a minority shareholder, who was and continues to be an unrelated party to trivago. The capital infusion diluted our share in myhotelshop from 61.3% to 49.0% . In addition to the capital infusion, we no longer have any put/call rights to purchase the minority interest in myhotelshop. Following the increase in capital, we lost controlling financial interest in myhotelshop. We deconsolidated myhotelshop’s assets and liabilities, including the historical redeemable noncontrolling interest of myhotelshop, as of that date from the consolidated financial statements and present our remaining share in myhotelshop as an equity investment, initially at fair value, in other long-term assets in the consolidated balance sheet. The fair value of the retained investment was determined based on the intrinsic value of myhotelshop underlying the capital contribution in December 2017. We recognized a gain from deconsolidation of €2.0 million , including a gain on our retained noncontrolling investment of €0.4 million and a gain of €1.0 million from the recognition of receivables from a loan granted to myhotelshop in 2015. |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Fair value measurement The redeemable noncontrolling interest is measured at fair value on a recurring basis as of December 31, 2016 and is classified using the fair value hierarchy in the tables below: December 31, 2016 (in thousands) Total Level 1 Level 2 Level 3 Redeemable noncontrolling interest: Put/call option € 351 € — € — € 351 Total mezzanine equity € 351 € — € — € 351 There is no redeemable noncontrolling interest as of December 31, 2017 as a result of the deconsolidation of myhotelshop during December 2017. See Note 12 - Redeemable noncontrolling interests for further information on the fair value of the put/call option classified as Level 3. As of December 31, 2016 , the carrying value of our credit facility approximates fair value, and the balance was zero as of December 31, 2017 . For the years ended December 31, 2016 and 2017 , we had no financial assets classified as Level 2 or 3. See Note 2 - Significant accounting policies for more information. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets As of December 31, (in thousands) 2016 2017 Prepaid advertising € 5,303 € 12,577 Other prepaid expenses 3,301 3,755 Other assets 2,925 2,426 Total € 11,529 € 18,758 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net As of December 31, (in thousands) 2016 2017 Capitalized software and software development costs € 7,302 € 13,287 Computer equipment 8,358 13,387 Furniture and fixtures 2,743 3,620 Office equipment 1,009 786 Leasehold improvements 1,811 3,985 Subtotal 21,223 35,065 Less: accumulated depreciation 10,096 17,695 Construction in process 35,735 97,101 Property and equipment, net € 46,862 € 114,471 As of December 31, 2016 and 2017 , our internally developed capitalized software development costs, net of accumulated amortization, were € 2.6 million and € 3.6 million , respectively. In June 2015, we signed a contract to build our new corporate headquarters in Düsseldorf, Germany. The Company was deemed to be the owner of the premises during the construction period under build-to-suit lease accounting guidance under ASC 840. Therefore, a construction-in-progress asset and a related construction financing obligation were recorded on our consolidated balance sheets. The building assets are included in construction in process and will begin depreciating when the costs incurred related to the build out of the headquarters are complete and the normal tenant improvements are ready for their intended use, which is expected to be in 2018. During 2017, we have incurred costs for special tenant building requests associated with the construction of the new corporate headquarter, which are included in construction in process. We will begin depreciating when the costs incurred related to the build out of the headquarters are complete and the normal tenant improvements are ready for their intended use. We establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition under the authoritative accounting guidance for asset retirement obligations. Such assets are depreciated over the lease period and the recorded liabilities are accreted to the future value of the estimated restoration costs. As of December 31, 2017, an asset retirement obligation asset of €1.0 million is included within leasehold improvements, gross of accumulated depreciation of €0.3 million , and a liability of €1.0 million for the cost to decommission the physical space of our current operating leases for office space once we move into our new corporate headquarter in mid 2018. |
Goodwill and intangible assets,
Goodwill and intangible assets, net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets, net | Goodwill and intangible assets, net The following table presents our goodwill and intangible assets as of December 31, 2016 and 2017 : As of December 31, (in thousands) 2016 2017 Goodwill € 490,503 € 490,455 Intangible assets with definite lives, net 6,552 3,794 Intangible assets with indefinite lives 169,500 169,500 Total € 666,555 € 663,749 Impairment Assessments As of December 31, 2016 and 2017 , we had no accumulated impairment losses of goodwill or indefinite-lived intangible assets. Goodwill The following table presents the changes in goodwill by reporting segment: (in thousands) Developed Europe Americas Rest of World Total Balance as of January 1, 2016 € 215,208 € 192,663 € 82,489 € 490,360 Foreign exchange translation 63 56 24 143 Balance as of December 31, 2016 € 215,271 € 192,719 € 82,513 € 490,503 Balance as of January 1, 2017 € 215,271 € 192,719 € 82,513 € 490,503 Foreign exchange translation (77 ) (69 ) (29 ) (175 ) Acquisition of Tripl 110 98 42 250 Deconsolidation of myhotelshop (54 ) (48 ) (21 ) (123 ) Balance as of December 31, 2017 € 215,250 € 192,700 € 82,505 € 490,455 Indefinite-lived Intangible Assets Our indefinite-lived intangible assets relate principally to trade names, trademarks and domain names. Intangible Assets with Definite Lives The following table presents the components of our intangible assets with definite lives as of December 31, 2016 and 2017 : (in thousands) December 31, 2016 December 31, 2017 Cost (Accumulated Amortization) Net Cost (Accumulated Amortization) Net Customer relationships € 38 € (15 ) € 23 € 34 € (5 ) € 29 Partner relationships 34,220 (32,610 ) 1,610 34,254 (34,224 ) 30 Technology 59,780 (59,780 ) — 60,190 (59,831 ) 359 Non-compete agreement 10,800 (5,881 ) 4,919 10,800 (7,424 ) 3,376 Total € 104,838 € (98,286 ) € 6,552 € 105,278 € (101,484 ) € 3,794 Amortization expense was € 30.0 million for the year ended December 31, 2015 , € 13.9 million for the year ended December 31, 2016 and € 3.2 million for the year ended December 31, 2017 . The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2017 , assuming no subsequent impairment of the underlying assets, is as follows: (in thousands) Amortization 2018 € 1,711 2019 1,701 2020 382 2021 — Total € 3,794 |
Debt - credit facility
Debt - credit facility | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt - credit facility | Debt - credit facility We maintain a € 50.0 million uncommitted credit facility with an interest rate of LIBOR, floored at zero, plus 1% per annum, which is guaranteed by Expedia, that may be terminated at any time by the lender. As of December 31, 2016 and December 31, 2017 we had no borrowings outstanding on the consolidated balance sheet. |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee benefit plans For defined contribution plans, trivago pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. We have no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. The amount of expense recognized for defined contribution pension plans was not material for the years ended December 31, 2015 , 2016 and 2017 . |
Share-based awards and other eq
Share-based awards and other equity instruments | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based awards and other equity instruments | Share-based awards and other equity instruments Option issuance prior to IPO In connection with the controlling-interest acquisition of trivago by Expedia in 2013, certain outstanding trivago employee options as of the acquisition date were replaced with new trivago employee option awards exercisable into trivago Class A shares. The replacement awards were exchanged at acquisition date fair value and maintained their original service-based vesting schedule and strike price of €1 . The original service-based vesting period for these awards are between one and three years. The options also contained conditions which allowed holders to put underlying shares to Expedia (and for which Expedia can call) during prescribed liquidity windows in 2016 and 2018, however holders are required to exercise options and hold underlying shares for a reasonable period of time prior to liquidation in order to participate in the risks and rewards of equity ownership. Of the 887 option awards outstanding as of January 1, 2014, 858 option awards were replaced at the time of Expedia’s acquisition of a controlling interest in us and the remaining were additional grants in 2013 which contained similar provisions as the replacement awards. 77 and 146 Class A employee share options were granted in 2015 and 2016, respectively. Additionally, 62,178 and 74,580 Class B employee share options were granted in 2015 and 2016, respectively, which have economic and voting rights that are 1/1000 of a Class A option. Class A and Class B are presented as the same class of shares and Class B option awards are presented in terms of Class A equivalents. The majority of the employee share options granted in 2015, and 2016 had a strike price of €1 . The remaining options granted in 2015 were granted with strike prices which approximated the 2013 acquisition date fair value of trivago shares and the remaining 2016 options were granted with a strike price equal to the fair value of trivago shares estimated at the time of grant. All option awards granted in 2015 and 2016 contain service based vesting provisions between two and three years. The shares subscribed for underlying the grants in 2015 and 2016 are eligible to participate in prescribed liquidity events originally scheduled to occur in 2016, 2018 and 2020. Options granted with exercise prices in excess of €1 are not expected to participate in the risks and rewards of ownership for a reasonable period of time and are therefore accounted for as liability awards. In the third quarter of 2015, 484 Class A equivalent trivago employee option awards were exercised for nominal proceeds. The underlying shares were held by employees in order to participate in the 2016 liquidity window. Upon exercise of these options, trivago paid employees’ personal tax liability related to the option exercise collateralized by the underlying shares and to be repaid by employees from 2016 liquidation proceeds. As the proceeds of €7.1 million were funded by Expedia, trivago recognized a related party payable for this amount. trivago’s extension of this nonrecourse loan to employees triggered an accounting modification and changed the classification of the awards from equity to liability accounting treatment, resulting in a one-time modification charge of €7.3 million and subsequent liability accounting treatment requiring remeasurement to fair value at each reporting period until settlement in 2016. The shareholder loan receivable was netted within the members’ liability balance which reflects the value of the liability awards, net of the loan. There were certain shares held by trivago employees which were originally awarded in the form of share-based options pursuant to the trivago employee option plan and subsequently exercised by such employees. During the second quarter of 2016, Expedia exercised a call right on these shares and elected to do so at a premium to fair value, the aggregate payment of which, €62.5 million , was recorded as a Contribution from Parent in Members’ Equity. The exercise resulted in an incremental share-based compensation charge of approximately €43.7 million in the second quarter of 2016 pursuant to liability award treatment. The differential between the cash settlement amount and the incremental share-based compensation charge reflects share-based compensation expense recorded on these awards in previous periods. The €7.1 million related party payable and the €7.1 million shareholder loan receivable, netted within the members’ liability balance, was extinguished due to cash withheld from proceeds paid to employees by Expedia as part of this call right exercised by Expedia. The acquisition of these employee minority interests increased Expedia’s ordinary ownership of trivago to 63.5% . In the third quarter of 2016, 38 Class A equivalent trivago employee option awards were exercised for nominal proceeds. All of these awards were liability-classified awards and their subsequent subsequent settlement resulted in a reclassification of €4.2 million from Option liability to Reserves in equity. The options exercised were later called by Expedia, with the options exercised having strike prices in excess of €1 . Expedia withheld all of the proceeds from exercise, which resulted in a €0.7 million payment to trivago and an offsetting impact to Reserves in equity. Amendment to trivago option plan In conjunction with the IPO of trivago N.V. there was a modification to the trivago option plan on December 22, 2016. The modification converted the options for shares in trivago GmbH into options for shares in trivago N.V. The adjustment to the terms of the options was equitable to the option holder, whereas the fair value calculated before and after the adjustment resulted in no incremental fair value. There was no change to the vesting or service conditions of the awards due to the amendment to the trivago option plan. The liquidity windows in 2018 and beyond are no longer in effect under the amended trivago option plan. Furthermore, as part of the modification of options for units in trivago GmbH to options for shares in trivago N.V., all awards are considered to be equity classified awards as of the modification date. Prior to the modification, certain awards with an exercise price higher than €1 were liability classified as the option holders were not expected to participate in the risks and rewards normally associated with equity share ownership for a reasonable period of time. However, with the modification, the employees no longer have the option for the Company to settle the options in cash and with the IPO the employees can now have access to a liquid market for the shares of trivago N.V., allowing them to participate in the risks and rewards or equity share ownership. The amendment to the plan and modification resulted in a €4.9 million reclassification of the liability for these options to Reserves in equity and the awards are classified as equity going forward. 2016 Omnibus Incentive Plan In connection with our IPO, we established the trivago N.V. 2016 Omnibus Incentive Plan, which we refer to as the 2016 Plan, with the purpose of giving us a competitive advantage in attracting, retaining and motivating officers, employees, directors who are members of the management board and/or consultants by providing them incentives directly linked to shareholder value. The maximum number of Class A shares available for issuance under the 2016 Plan shall be 34,711,009 Class A shares. Class A shares issuable under the 2016 Plan will be represented by ASDs for such Class A shares. The 2016 Plan was amended on March 6, 2017 to permit the delegation of certain responsibilities to the management board. The 2016 Plan is administered by a committee of at least two members of our supervisory board, which we refer to as the plan committee. The plan committee must approve all awards to directors. Our management board may approve awards to eligible recipients other than directors, subject to annual aggregate and individual limits as may be agreed with the supervisory board. Subject to applicable law or the listing standards of the applicable exchange, the plan committee may delegate to other appropriate persons the authority to grant equity awards under the 2016 Plan to our eligible award recipients. Management board members, supervisory board members, officers, employees and consultants of the company or any of our subsidiaries or affiliates, and any prospective directors, officers, employees and consultants of the company who have accepted offers of employment or consultancy from the company or our subsidiaries or affiliates (excluding supervisory board members) are eligible for awards under the 2016 Plan. Awards include options, share appreciation rights, restricted share units and other share-based and cash-based awards. Awards may be settled in stock or cash. The option exercise price for options granted to members of the management board and the supervisory board under the 2016 Plan for management board members shall not be less than the fair market value of a Class A share as defined in the 2016 Plan on the relevant grant date, unless otherwise approved by shareholders at a general meeting. The option exercise price for options under the 2016 Plan for other eligible individuals can be less than the fair market value of a Class A share as defined in the 2016 Plan on the relevant grant date. To the extent that listing standards of the applicable exchange require the company’s shareholders to approve any repricing of options, options may not be repriced without shareholder approval. Options and share appreciation rights shall vest and become exercisable at such time and pursuant to such conditions as determined by the plan committee and as may be specified in an individual grant agreement. The plan committee may at any time accelerate the exercisability of any option or share appreciation right. Restricted shares may vest based on continued service, attainment of performance goals or both continued service and performance goals. The plan committee at any time may waive any of these vesting conditions. Options and share appreciation rights will have a term of not more than ten years. The 2016 Plan will also have a ten - year term, although awards outstanding on the date the 2016 Plan terminates will not be affected by the termination of the 2016 Plan. As of December 31, 2016, there were no awards granted under the 2016 Plan. During 2017, 10,561,001 awards were granted under the 2016 Plan. trivago amended option plan Under the trivago amended option plan, we may grant share options and other share-based awards to management board and supervisory board members, officers, employees and consultants. We issue new shares to satisfy the exercise or settlement of share-based awards. The following table presents a summary of our share option activity in trivago N.V. equivalent shares for periods prior to January 1, 2017 and trivago N.V. shares after January 1, 2017: Options Weighted Remaining Aggregate (In years) (in thousands) Balance as of January 1, 2016 722 € 3,239 Granted 221 € 80,926 Exercised 39 € 17,953 Cancelled 2 € 1 Balance as of December 31, 2016 902 € 21,637 49 68,235 Balance as of December 31, 2016 (trivago N.V. equivalents) 7,704,659 Exercisable as of December 31, 2016 517 € 209 50 89,663 Vested and expected to vest after December 31, 2016 902 € 21,637 49 68,235 Granted 10,561,001 € 7.16 11,827 Exercised 1,093,428 € 0.13 14,860 Cancelled 63,658 € 8.15 366 Balance as of December 31, 2017 17,108,574 € 5.66 21 32,178 Exercisable as of December 31, 2017 5,304,662 € 1.57 44 25,891 Vested and expected to vest after December 31, 2017 17,108,574 € 5.66 21 32,178 As discussed above, the options legally exercised in 2015 were subject to an accounting modification that changed their classification from equity to liability awards. These awards remained subject to variable accounting treatment through their settlement date in June 2016. Prior to the IPO, 93 Class A and 6 Class B options (in terms of Class A equivalents options) were subject to liability accounting. As of December, 31, 2016 and 2017, no option awards are subject to liability accounting. The total intrinsic value of share options exercised was € 3.0 million and €14.9 million for the year ended December 31, 2016 and December 31, 2017, respectively. During the three years ended December 31, 2015, 2016 and 2017, we awarded share options as our only form of share-based compensation. The fair value of share options granted during the years ended December 31, 2015, 2016 and 2017 were estimated at the date of grant using the Black-Scholes option-pricing model, assuming the following weighted average assumptions: Year ended December 31, 2015 2016 2017 Risk-free interest rate 1.31 % 1.31 % 2.18 % Expected volatility 46 % 46 % 41 % Expected life (in years) 1.82 2.68 4.62 Dividend yield — % — % — % Weighted-average estimated fair value of options granted during the year € 29,496 € 34,425 € 4 In 2015 , 2016 and 2017 , we recognized total share-based compensation expense of € 14.1 million , € 53.7 million and € 16.0 million , respectively. There was no income tax benefit related to share-based compensation expense for 2015, 2016 and 2017. Additionally, € 103 thousand , € 318 thousand and € 85 thousand of share-based compensation cost was capitalized in 2015 , 2016 and 2017 , respectively, as part of software development costs. Cash received from share-based award exercises for the years ended December 31, 2015 , 2016 and 2017 was € 10 thousand , € 686 thousand and € 42 thousand , respectively. As of December 31, 2017, there was approximately € 35.1 million in unrecognized share-based compensation expense related to unvested share-based awards subject to equity treatment, which is expected to be recognized in expense over the weighted average period of 2.5 years. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The following table summarizes our income tax expense/(benefit): Year ended December 31, (in thousands) 2015 2016 2017 Current income tax expense (benefit): Germany € (1,032 ) € 11,405 € 323 Other countries 158 103 112 Current income tax expense (benefit) (874 ) 11,508 435 Deferred income tax (benefit) expense: Germany (10,444 ) (4,838 ) (4,851 ) Other countries — — (348 ) Deferred income tax (benefit) expense (10,444 ) (4,838 ) (5,199 ) Income tax expense (benefit) € (11,318 ) € 6,670 € (4,764 ) Reconciliation of German statutory income tax rate to effective income tax rate The following table summarizes our income (loss) before income taxes allocated to Germany and to other countries: Year ended December 31, (in thousands) 2015 2016 2017 Germany € (50,446 ) € (32,985 ) € (20,018 ) Other countries (238 ) (11,736 ) 2,205 Income (loss) before income taxes € (50,684 ) € (44,721 ) € (17,813 ) A reconciliation of amounts computed by applying the German statutory income tax rate to income (loss) before income taxes to total income tax expense (benefit) is as follows: Year ended December 31, (in thousands) 2015 2016 2017 Income (loss) before income taxes € (50,684 ) € (44,721 ) € (17,813 ) Income tax expense at German tax rate (31.23%) (15,829 ) (13,964 ) (5,562 ) Foreign rate differential 34 219 33 Expected tax expense (benefit) (15,795 ) (13,745 ) (5,529 ) Tax effect from: Non-deductible share-based compensation 4,409 16,875 5,017 Non-deductible corporate costs 882 1,306 34 Changes in uncertain tax positions (1,666 ) — — Movement in valuation allowance 98 1,921 (3,517 ) Other differences 754 313 (769 ) Income tax expense (benefit) € (11,318 ) € 6,670 € (4,764 ) Our effective tax rate was 22.3% in 2015 , (14.9)% in 2016 and 26.7% in 2017 . This is primarily due to non-deductible share-based compensation of (pre-tax) € 14.1 million in 2015 , € 53.7 million in 2016 and € 16.0 million in 2017 . Furthermore, (pre-tax) corporate costs amounting to € 2.8 million for 2015 , € 4.2 million for 2016 and € 0.1 million in 2017 were pushed down from Expedia. These corporate costs are non-deductible for tax purposes. Additional details on the movement in valuation allowance and changes in uncertain tax positions are included below. Other differences relate to one-off items during the year. In 2015 , €0.5 million of the total €0.8 million was related to the non-tax deductible expense for the release of a contingent asset at the level of trivago GmbH. The remainder of the other permanent differences amounts in 2015 , 2016 and 2017 relate to individually insignificant non-deductible expenses at the level of trivago GmbH. Uncertain tax positions A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: Year Ended December 31, (in thousands) 2015 2016 2017 Balance, beginning of year € 1,666 € — € — Reductions due to lapsed statute of limitations during current year (1,666 ) — — Balance, end of year € — € — € — In 2013, an uncertain tax position was provided for related to the deductibility of certain compensation payments in 2010 and 2011. In 2015, a tax audit was finalized for the years 2009 through to 2012. This resulted in a full release of the uncertain tax position. There are no uncertain tax positions provided for as of December 31, 2016 or 2017. The Company is subject to audit by federal, state, local and foreign income tax authorities. As of December 31, 2017 , for trivago and its subsidiaries, statute of limitations for tax years 2013 through 2017 remain open to examination by German tax authorities. At December 31, 2017 there are no tax returns for trivago or subsidiaries under audit. Deferred income taxes At December 31, 2016 and 2017 , the significant components of our deferred tax assets and deferred tax liabilities were as follows: Year Ended December 31, (in thousands) 2016 2017 Deferred tax assets: Net operating loss and tax credit carryforwards € 3,566 € 2,522 Prepaid expense and other current assets 1,285 2,458 Property and Equipment 372 537 Deferred rent 882 1,429 Accrued expenses and other current liabilities 51 473 Accounts payable, other 5 — Other 26 731 Total deferred tax assets 6,187 8,150 Less valuation allowance (3,550 ) (348 ) Net deferred tax assets 2,637 7,802 Deferred tax liabilities: Intangible assets, net 54,972 53,981 Property and equipment 812 2,059 Accrued expenses and other current liabilities — 67 Other 9 — Total deferred tax liabilities 55,793 56,107 Net deferred tax asset/(liability) € (53,156 ) € (48,305 ) At December 31, 2017 , we had net operating loss carryforwards (“NOLs”) for a tax-effected amount of approximately €2.5 million . The tax-effected NOL carryforwards decreased by €1.1 million from the amount recorded at December 31, 2016 primarily due to utilization of pre-tax losses at the level of the trivago N.V. trivago N.V. is a Dutch listed entity, however has its tax residency in Germany. In 2017, trivago N.V. and trivago GmbH merged for tax purposes. This merger enables trivago N.V. to offset its NOLs with any future taxable profits of trivago GmbH. As a result, the €3.2 million previously unrecognized losses of trivago N.V. have been fully recognized in FY 2017. Of this €3.2 million , €2.5 million of NOLs have not been utilized at December 31, 2017. If not utilized, the tax-effected NOL carryforwards of €2.5 million may be carried forward indefinitely. The tax-effected valuation allowance decreased by €3.5 million from the amount recorded at December 31, 2016. Of this €3.5 million decrease in tax-effected valuation allowance, €3.2 million relates to the recognition of previously unrecognized losses at the trivago N.V. level, and €0.3 million relates to the utilization of previously unrecognized losses at the level of Base7 S.à.r.l., a Swiss subsidiary. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period change, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. The total cumulative amount of undistributed earnings related to investments in certain foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely was insignificant (below €0.1 million ) at December 31, 2017 and therefore we have not provided for deferred income taxes on this taxable temporary difference. In the event we distribute such earnings in the form of dividends or otherwise, these would be tax exempt for all investments located in Europe. Any capital gains on the sale of participations would be 95% exempt under German tax law. |
Redeemable noncontrolling inter
Redeemable noncontrolling interests | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Redeemable noncontrolling interests | Redeemable noncontrolling interests Noncontrolling interest existed in myhotelshop until its deconsolidation in December 2017 as it was majority owned by us. We carried it at fair value as the noncontrolling interests contained certain rights, whereby we may have acquired and the minority shareholders may have sold to us the additional shares of the company. A reconciliation of redeemable noncontrolling interest for the years ended December 31, 2016 and December 31, 2017 is as follows: Year ended December 31, (in thousands) 2016 2017 Balance, beginning of the period € 2,076 € 351 Net loss attributable to noncontrolling interests (995 ) (110 ) Fair value adjustments through members’ equity 995 149 Currency translation adjustments and other 129 — Change in ownership of noncontrolling interest (1,854 ) — Deconsolidation of entity — (390 ) Balance, end of period € 351 € — As of December 31, 2016 , the fair value of the redeemable noncontrolling interest has been adjusted by € 1 million for the net loss attributable to the noncontrolling interest in myhotelshop and the noncontrolling interest in base7 through the date of acquisition. A total fair value adjustment has been recorded of € 1 million to reflect the fair value of the noncontrolling interests for the year ended December 31, 2016. On December 22, 2016, we acquired the remaining noncontrolling interest in base7. As the change in ownership interest does not result in a loss of control, the acquisition is considered an equity transaction. Consequently, we have eliminated the redeemable noncontrolling interest of base7 and changes in redeemable noncontrolling interest due to attributed earnings and foreign exchange gains/losses as of December 22, 2016. As of December 31, 2017 , the fair value of the redeemable noncontrolling interest has been adjusted by €0.1 million for the net loss attributable to the noncontrolling interest in myhotelshop. A total fair value adjustment has been recorded of €0.1 million to reflect the fair value of the noncontrolling interests as of the deconsolidation date of myhotelshop. On December 15, 2017, after losing control of myhotelshop, we deconsolidated the entity including the redeemable noncontrolling interests with a fair value of €0.4 million . There is no redeemable noncontrolling interest as of December 31, 2017 . |
Stockholders'_members' equity
Stockholders'/members' equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders'/members' equity | Stockholders' equity Class A and Class B common stock (after the corporate reorganization, see Note 1 - Organization and basis of presentation) As of December 31, 2017, we had ADSs representing 30,916,474 Class A shares outstanding, 319,799,968 Class B shares outstanding. During the third quarter of 2017 the Founders exchanged their units in trivago GmbH for 110,791,880 Class B shares in trivago N.V. in connection with the merger of trivago GmbH with and into trivago N.V. Class A and Class B common stock has a par value of €0.06 and €0.60 , respectively. The holder of our Class B shares, Expedia and Founders, are entitled to ten votes per share, and holders of our Class A shares are entitled to one vote per share. All other terms and preferences of Class A and Class B common stock are the same. Reserves Reserves primarily represents the effects of pushdown accounting applied due to the change in control in 2013 in addition to share premium as result of the corporate reorganization and IPO. See Note 1 - Organization and basis of presentation. Further effects to the Reserves are due to the merger of trivago GmbH with and into trivago N.V. and exercises of employee stock options. Accumulated other comprehensive income (loss) Accumulated other comprehensive income represents foreign currency translation adjustments for our subsidiaries in foreign locations. As of December 31, 2017, we do not expect to reclassify any amounts included in accumulated other comprehensive income (loss) into earnings during the next 12 months. Contribution from Parent The beginning contribution from Parent balance represents the pushdown of share-based compensation expense from Expedia. The change year over year primarily relates to additional share-based compensation expense as well as Expedia corporate expenses allocated to trivago. See Note 1 - Organization and basis of presentation, Note 10 - Share-based awards and other equity instruments and Note 17 - Related party transactions. Dividends In December 2016, trivago GmbH agreed to affect a one-time dividend payment in respect of fiscal year 2016. The dividend is in the amount of €0.5 million and was paid to shareholders of record prior to the IPO, resulting in a €0.2 million cash outflow to trivago N.V. in the year ended December 31, 2017. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Effective with our IPO, basic and diluted earnings per share of Class A and Class B common stock is computed by dividing net income attributable to trivago N.V., after adjusting for noncontrolling interest, by the weighted average number of Class A and Class B common stock outstanding during the same period. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. There were no shares of Class A or Class B common stock outstanding prior to December 16, 2016, therefore no earnings per share information has been presented for any period prior to that date. The following table presents our basic and diluted earnings per share: (In thousands, except per share data) December 16, 2016 January 1, 2017 Numerator: Net income (loss) € 1,185 € (13,049 ) Less: net income attributable to noncontrolling interest 285 568 Net income (loss) attributable to trivago N.V. € 900 € (12,481 ) Denominator: Weighted average shares of Class A and Class B common stock outstanding - basic and diluted 237,811 274,666 Earnings per share attributable to trivago N.V. available to Class A and Class B common stockholders - basic and diluted € — € (0.05 ) Diluted weighted average common shares outstanding does not include the effects of the exercise of outstanding stock options as the inclusion of these instruments would have been anti-dilutive. |
Other, net
Other, net | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other, net | Other, net For the years ended December 31, 2015 , 2016 and 2017 , Other, net were primarily made up of the following: (i) foreign exchange rate gains (losses) due to the revaluation of foreign currency receivables and payables and, (ii) the reversal of an indemnification asset related to an uncertain tax position and the related interest - See Note 11 - Income taxes for details, (iii) income from ADSs offset by custodial fees related to ADSs, and (iv) government subsidies for research and development activities. Year ended December 31, (in thousands) 2015 2016 2017 Foreign exchange rate gains (losses), net € (1,006 ) € 16 € 120 Indemnification asset and related interest (1,661 ) — — Net income from ADS fees — — 294 Government subsidies — — 115 Other income (expenses) — (155 ) 63 Total € (2,667 ) € (139 ) € 592 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Credit facility, purchase obligations and guarantees We have commitments and obligations which include purchase commitments, which could potentially require our payment in the event of demands by third parties or contingent events. Commitments and obligations as of December 31, 2017 were as follows: By Period (in thousands) Total Less than 1 to 3 years 3 to 5 years More than Purchase obligations € 13,259 € 13,259 € — € — € — Our purchase obligations represent minimum obligations we have under agreements with certain of our vendors and marketing partners. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use. Lease commitments We have contractual obligations in the form of operating leases for office space and related office equipment. Certain leases contain periodic rent escalation adjustments and renewal options. Rent expense related to such leases is recorded on a straight-line basis over the lease term. Lease obligations expire at various dates through 2038. For the years ended December 31, 2015 , 2016 and 2017 , our rental expense was €3.3 million , €4.6 million and €4.8 million , respectively. Currently recognized on our balance sheet as of December 31, 2017 is an asset retirement obligation of €1.0 million related to our main headquarters located in Düsseldorf, Germany. We have certain operating lease agreements that require us to decommission physical space for which we have not yet recorded an asset retirement obligation. Due to the uncertainty of specific decommissioning obligations, timing and related costs, we cannot reasonably estimate an asset retirement obligation for these properties and we have not recorded a liability at this time for such properties. The following table presents our estimated future minimum rental payments under operating leases with noncancelable lease terms that expire after December 31, 2017 : Year ending December 31, (in thousands) 2018 € 7,461 2019 9,717 2020 8,299 2021 8,120 2022 7,639 2023 and thereafter 32,188 Total € 73,424 Legal proceedings From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. The Australian Competition and Consumer Commission, or ACCC, has requested information and documents from us relating to our advertisements in Australia concerning the hotel prices available on our Australian site and our strike-through pricing practice, which is the display adjacent to the price quote in the top position in our search results of a higher price that is crossed out. The matter is in its early stages, and we are unable to estimate its potential effect on our financial position and results of operations. trivago N.V. and certain of its management board members are the subject of two purported class actions, filed in the United States District Court for the Southern District of New York following the announcement by the U.K. Competition and Markets Authority of its industry-wide investigation into online hotel booking sites, asserting claims under the Exchange Act and the Securities Act on behalf of persons who purchased or otherwise acquired trivago’s American Depositary Receipts pursuant and/or traceable to the registration statement and prospectus issued in connection with our IPO on or about December 16, 2016 and/or on the open market between December 16, 2016 and October 27, 2017. One of the complaints also named underwriters of our IPO as defendants. On January 22, 2018, the court appointed the lead plaintiff and lead counsel in the actions, and they now have the opportunity to file an amended complaint. The matter is in its early stages, and we are unable to estimate its potential effect on our financial position and results of operations. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Relationship with Expedia, Inc. We have commercial relationships with Expedia and many of its affiliated brands, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Wotif, HomeAway and ebookers. These are arrangements terminable at will or upon three to seven days’ prior notice by either party and on customary commercial terms that enable Expedia’s brands to advertise on our platform, and we receive payment for users we refer to them. We are also party to a letter agreement pursuant to which Expedia refers traffic to us when a particular hotel or region is unavailable on the applicable Expedia website. Related-party revenue from Expedia of €194.2 million , €268.2 million and €367.6 million for the years ended December 31, 2015 , 2016 and 2017 , respectively, primarily consists of click through fees and other advertising services provided to Expedia and its subsidiaries. These amounts are recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. Related-party revenue represented 39% , 36% and 36% of our total revenue for the years ended December 31, 2015 , 2016 and 2017 , respectively. Our operating expenses include a related-party shared services fee, of €2.8 million , €4.2 million and €0.5 million for the years ended December 31, 2015 , 2016 and 2017 , respectively. This shared service fee is comprised of allocations from Expedia for legal, tax, treasury, audit and corporate development costs and includes an allocation of employee compensation within these functions. These expenses were allocated based on a number of factors including headcount, estimated time spent and operating expenses which trivago considers reasonable estimates. These amounts may have been different had trivago operated as an unaffiliated entity. During 2017 a significant portion are now incurred directly by trivago. The related party trade receivable balances with Expedia and its subsidiaries reflected in our consolidated balance sheets as of December 31, 2016 and 2017 were €16.5 million and €38.6 million . The increase in related party receivables was driven by a standardization of related party payment terms, which delayed our receipt of related party revenue until after month-end close. Guarantee On September 5, 2014, we entered into an uncommitted credit facility with Bank of America Merrill Lynch International Ltd., one of the underwriters of our initial public offering, with a maximum principal amount of €10.0 million . Advances under this facility bear interest at a rate of LIBOR, floored at zero, plus 1.0% per annum. This facility may be terminated at any time by the lender. Our obligations under this facility are guaranteed by Expedia. On December 19, 2014, we entered into an amendment to this facility pursuant to which the maximum principal amount was increased to €50.0 million . We utilized €20.0 million of our €50.0 million credit facility to fund capital requirements in 2015. During the year ended December 31, 2016, we utilized €20.0 million under our credit facility and subsequently repaid all obligations outstanding. We did not utilize the credit facility during the year ended December 31, 2017 . On July 23, 2015, we entered into an agreement to design and build our new headquarters building in Düsseldorf, Germany. As part of that agreement, Expedia had guaranteed certain payments due by trivago under the contract . The guarantee by Expedia ended upon receipt of a bank guarantee by trivago, which we obtained in July 2017. As of December 31, 2017 there no longer is a guarantee by Expedia for certain payments made by us related to our new headquarters. Services agreement On May 1, 2013, we entered into an Assets Purchase Agreement, pursuant to which Expedia purchased certain computer hardware and software from us, and a Data Hosting Services Agreement, pursuant to which Expedia provides us with certain data hosting services relating to all of the servers we use that are located within the United States. Either party may terminate the Data Hosting Services Agreement upon 30 days’ prior written notice. For each of the years ended December 31, 2015 , 2016 and 2017 , we paid Expedia €21 thousand , €21 thousand and €68 thousand , respectively, for these data hosting services Services and support agreement On September 1, 2016, we entered into a Services and Support Agreement, pursuant to which Expedia agreed to provide us with certain services in connection with localizing content on our websites, such as translation services. Either party may terminate the Services and Support Agreement upon 90 days’ prior notice. We have not incurred material expenses under this agreement. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment information | Segment information Beginning in the second quarter of 2016, management identified three reportable segments, which correspond to our three operating segments: the Americas, Developed Europe and Rest of World. The change from one to three reportable segments was the result of a shift in the Company’s focus on managing the business to reflect unique market opportunities and competitive dynamics inherent in our business within each of our operating segments. Our Americas segment is comprised of Argentina, Brazil, Canada, Chile, Colombia, Ecuador, Mexico, Peru, the United States and Uruguay. Our Developed Europe segment is comprised of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Our Rest of World segment represents all regions outside of the Americas and Developed Europe. The top countries by revenue in the Rest of World segment include Australia, Japan, India, New Zealand and Hong Kong. We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Return on Advertising Spend, or ROAS, for each of our segments, which compares referral revenue to advertising spend. ROAS includes the allocation of revenue by segment which is based on the location of the website, or domain name, regardless of where the consumer resides. This is consistent with how management monitors and runs the business. Corporate and Eliminations also includes all corporate functions and expenses except for direct advertising. In addition, we record amortization of intangible assets and any related impairment, as well as share-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other taxes, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below. The following tables present our segment information for the years ended December 31, 2015 , 2016 and 2017 . As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers. Year Ended December 31, 2015 (in thousands) Developed Europe Americas Rest of World Corporate & Eliminations Total Referral revenue € 259,568 € 171,910 € 58,762 € — € 490,240 Other revenue — — — 2,843 2,843 Total revenue 259,568 171,910 58,762 2,843 493,083 Advertising spend 194,886 169,415 67,872 — 432,173 ROAS contribution € 64,682 € 2,495 € (9,110 ) € 2,843 € 60,910 Costs and expenses: Cost of revenue, including related party, excluding amortization 2,946 Other selling and marketing (1) 29,046 Technology and content 28,693 General and administrative, including related party shared service fee 18,065 Amortization of intangible assets 30,030 Operating income (loss) (47,870 ) Other income (expense) Interest expense (147 ) Other, net (2,667 ) Total other income (expense), net (2,814 ) Income (loss) before income taxes (50,684 ) Provision for income taxes (11,318 ) Net loss € (39,366 ) (1) Represents all other sales and marketing, excluding advertising spend, as advertising spend is tracked by reporting segment. Year Ended December 31, 2016 (in thousands) Developed Europe Americas Rest of World Corporate & Eliminations Total Referral revenue € 348,909 € 286,398 € 110,517 € — € 745,824 Other revenue — — — 8,345 8,345 Total revenue 348,909 286,398 110,517 8,345 754,169 Advertising spend 257,471 243,176 122,805 — 623,452 ROAS contribution € 91,438 € 43,222 € (12,288 ) € 8,345 € 130,717 Costs and expenses: Cost of revenue, including related party, excluding amortization 4,273 Other selling and marketing (1) 49,772 Technology and content 51,658 General and administrative, including related party shared service fee 55,602 Amortization of intangible assets 13,857 Operating income (loss) (44,445 ) Other income (expense) Interest expense (137 ) Other, net (139 ) Total other income (expense), net (276 ) Income (loss) before income taxes (44,721 ) Provision for income taxes 6,670 Net loss € (51,391 ) (1) Represents all other sales and marketing, excluding advertising spend, as advertising spend is tracked by reporting segment. Year Ended December 31, 2017 (in thousands) Developed Europe Americas Rest of World Corporate & Eliminations Total Referral revenue € 424,993 € 391,667 € 203,673 € — € 1,020,333 Other revenue — — — 15,050 15,050 Total revenue 424,993 391,667 203,673 15,050 1,035,383 Advertising spend 324,487 338,072 222,126 — 884,685 ROAS contribution € 100,506 € 53,595 € (18,453 ) € 15,050 € 150,698 Costs and expenses: Cost of revenue, including related party, excluding amortization 5,930 Other selling and marketing (1) 62,240 Technology and content 52,232 General and administrative, including related party shared service fee 47,444 Amortization of intangible assets 3,220 Operating income (loss) (20,368 ) Other income (expense) Interest expense (44 ) Gain on deconsolidation of subsidiaries 2,007 Other, net 592 Total other income (expense), net 2,555 Income (loss) before income taxes (17,813 ) Provision for income taxes (4,764 ) Net loss € (13,049 ) (1) Represents all other sales and marketing, excluding advertising spend, as advertising spend is tracked by reporting segment. Geographic information The following table presents revenue by geographic area for the years ended December 31, 2015 , 2016 and 2017 . Referral revenue was allocated by country using the same methodology as the allocation of segment revenue, while non-referral revenue was allocated based upon the location of the customer using the service. Year ended December 31, (in thousands) 2015 2016 2017 Total Revenues United States € 128,891 € 199,423 € 255,501 United Kingdom 61,541 86,745 108,080 Germany 67,470 76,599 85,308 Australia 17,655 30,820 50,623 Canada 23,156 33,112 40,648 Italy 26,394 31,272 37,677 Spain 29,206 37,715 36,757 All other countries 138,770 258,483 420,789 € 493,083 € 754,169 € 1,035,383 The following table presents property and equipment, net for Germany and all other countries, as of December 31, 2016 and 2017 : (in thousands) Years ended December 31, 2016 2017 Property and equipment, net: Germany € 46,098 € 112,707 All other countries 764 1,764 € 46,862 € 114,471 |
Valuation and qualifying accoun
Valuation and qualifying accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and qualifying accounts | Valuation and qualifying accounts The following table presents the changes in our valuation and qualifying accounts not disclosed elsewhere in these financial statements. (in thousands) Balance at Beginning of Period Charges to Earnings Deductions Balance at End of Period 2015 Allowance for doubtful accounts € 661 € 241 € (651 ) € 251 2016 Allowance for doubtful accounts 251 1,749 (1,848 ) 152 2017 Allowance for doubtful accounts 152 2,275 (2,196 ) 231 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events After the date of the balance sheet through the date of issuance of these consolidated financial statements, options exercised resulted in share issuance of 61,914 Class A shares. |
Significant accounting polici30
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The corporate reorganization, as described above, is considered a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the corporate reorganization are the financial statements of trivago GmbH as the predecessor to the Company for accounting and reporting purposes. Upon the merger of trivago GmbH with and into trivago N.V., the merger date, no further noncontrolling interest exists between trivago GmbH and trivago N.V. Unless otherwise specified, “the Company” refers to trivago N.V., and trivago GmbH and its respective subsidiaries throughout the remainder of these notes. These consolidated financial statements reflect Expedia’s basis of accounting due to the change in control in 2013 when Expedia acquired a controlling ownership in trivago, as we elected the option to apply pushdown accounting in the period in which the change in control event occurred. Expedia incurs certain costs on behalf of trivago. The consolidated financial statements reflect the allocation of certain of Expedia’s corporate expenses to trivago (see Note 17 - Related party transactions for further information). We recorded all corporate allocation charges from Expedia within our consolidated statement of operations and as a contribution from Parent within the consolidated statement of changes in equity. Our management believes that the assumptions underlying the consolidated financial statements are reasonable. However, this financial information does not necessarily reflect the future financial position, results of operations and cash flows of trivago, nor does it reflect what the historical financial position, results of operations and cash flows of trivago would have been had we been a stand-alone company during the periods presented. |
Consolidation | Consolidation Our consolidated financial statements include the accounts of trivago and entities we control. All significant intercompany balances and transactions have been eliminated in consolidation. When control is lost, these entities will be deconsolidated from our future results of operations effectively immediately on the date of losing control. Further, for any entities whereby we may have a financial interest in but do not have control, we account for these entities as an equity investment. We record noncontrolling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Noncontrolling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the noncontrolling interest share of net income or loss from our redeemable noncontrolling interest entities and our noncontrolling interest in trivago GmbH; up and until the merger of trivago GmbH with and into trivago N.V. on September 7, 2017. As discussed in Note 1, as a result of the corporate reorganization, trivago N.V. consolidates trivago GmbH and trivago GmbH is considered to be the predecessor to trivago N.V. for accounting and reporting purposes. As a result of the merger of trivago GmbH with and into trivago N.V. during 2017, as of December 31, 2017 there no longer remains a minority interest related to trivago GmbH classified as noncontrolling interest as a component of stockholders’ equity in our consolidated financial statements. As of December 31, 2017 all subsidiaries of the Company are wholly-owned. In 2016 and throughout 2017 until the deconsolidation of myhotelshop, noncontrolling interests with shares redeemable at the option of the minority holders in myhotelshop and base7 have been included in redeemable noncontrolling interests. We classify the redeemable noncontrolling interest as a mezzanine equity below non-current liabilities in our consolidated financial statements. See Note 12 - Redeemable noncontrolling interests for further discussion. |
Accounting estimates | Accounting estimates We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition, intangible assets and goodwill, redeemable noncontrolling interest, acquisition purchase price allocations, and share-based compensation. |
Revenue recognition | Seasonality We experience seasonal fluctuations in the demand for our services as a result of seasonal patterns in travel. For example, hotel searches and consequently our revenue are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. Our revenue typically decreases in the fourth quarter. We generally expect to experience higher return on advertising spend in the first and fourth quarter of the year as we typically expect to advertise less in the periods outside of high travel seasons, although the expected increase in return on advertising spend was less pronounced in the fourth quarter of 2017. Seasonal fluctuations affecting our revenue also affect the timing of our cash flows. We typically invoice once per month, with customary payment terms. Therefore, our cash flow varies seasonally with a slight delay to our revenue, and is significantly affected by the timing of our advertising spending. The continued growth of our offerings in countries and areas where seasonal travel patterns vary from those described above may influence the typical trend of our seasonal patterns in the future. Revenue recognition We recognize revenue from services rendered when it is earned and realizable based on the following criteria: persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue is generated each time a visitor to one of our websites or apps clicks on a hotel room offer in our search results and is referred to one of our advertisers. Advertisers pay on a per referral basis, with the aforementioned visitor click-through being considered a single referral. Given the nature of the industry, it is not unusual for referrals to be generated from automated scripts designed to browse and collect data on our websites. However, review processes are in place to identify anomalies to ensure revenue recognition is appropriate. Pricing is determined through a competitive bidding process whereby advertisers bid on their placement priority for a specific room offer within each room listing. Bids can be placed as often as daily, and changes in bids are applied on a prospective basis on the following day. Additionally, a portion of our revenue is generated through subscription-based services earned through trivago Hotel Manager Pro applications. This revenue is recognized ratably over the subscription period and deferred revenue is recorded on the balance sheet for amounts invoiced in advance of revenue recognition. |
Cost of revenue | Cost of revenue Cost of revenue consists of expenses that are directly or closely correlated to revenue generation, including data center costs, salaries and share-based compensation for our data center operations staff and our customer service team who are directly involved in revenue generation. |
Restricted cash | Restricted cash Restricted cash primarily consists of funds held as guarantees in connection with corporate leases and funds held in escrow accounts in the event of default on corporate credit card statements. The carrying value of restricted cash approximates its fair value. As of December 31, 2016 and December 31, 2017, restricted cash was €0.9 million and €2.7 million , respectively. From the total balance as of December 31, 2017, €2.6 million is presented as other long-term assets based on the expected dates the restricted cash will be refunded or made available to the Company. |
Accounts receivable | Accounts receivable Accounts receivable are generally due within 30 days and are recorded net of an allowance for doubtful accounts. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole. |
Property and equipment, net including software and website capitalization | Property and equipment, net including software and website capitalization We record property and equipment at cost, net of accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is generally three to five years for computer equipment, capitalized software development and furniture and other equipment. We amortize leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease, the majority of which will be fully amortized through 2018. Certain direct development costs associated with website and internal-use software are capitalized during the application development stage. Capitalized costs include external direct costs of services and payroll costs (including share-based compensation). The payroll costs are for employees devoting time to the software development projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of three years beginning when the asset is ready for use. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements, which is generally a period of three years. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Certain acquired software licenses and implementation costs are capitalized during the implementation stage. Capitalized costs include the license fee, external direct costs of services provided in regards to the implementation and customization of the software, and internal payroll costs for employees involved with the implementation process. These costs are recorded as property and equipment and are amortized over the license term when the asset is ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. |
Leases | Leases We lease office space in several countries under non-cancelable lease agreements. We generally lease our office facilities under operating lease agreements. We recognize rent expense on a straight-line basis over the lease period. Any lease incentives are recognized as reductions of rental expense on a straight-line basis over the term of the lease. The lease term begins on the date we become legally obligated for the rent payments or when we take possession of the office space, whichever is earlier. We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent that we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. In July 2015, we entered into a lease for new corporate headquarters in Düsseldorf, Germany which is under construction and will have 26,107 square meters of office space. As a result of our involvement in the construction project and our responsibility for paying a portion of the costs of normal finish work and structural elements of the premises, the Company was deemed to be the owner of the premises for accounting purposes during the construction period pursuant to build-to-suit lease accounting guidance under ASC 840. Therefore, the Company recorded project construction costs during the construction period incurred by the landlord as a construction-in-progress asset and a related construction financing obligation on our consolidated balance sheets. The amounts that the Company has paid or incurred for normal tenant improvements and structural improvements had also been recorded as part of the construction-in-progress asset. We have a lease that includes both building and land. We have bifurcated our lease payments pursuant to the premises into: a portion that is allocated to the building (a reduction to the financing obligation); and a portion that is allocated to the land on which the building was constructed. The portion of the lease obligations allocated to the land is treated as an operating lease that commenced in July 2015. |
Business combinations | Business combinations We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Recoverability of goodwill and indefinite-lived intangible assets | Recoverability of goodwill and indefinite-lived intangible assets Goodwill is assigned to our three reporting units, which correspond to our three operating segments, on the basis of their relative fair values as of the date of change in reporting units. We assess goodwill and indefinite-lived assets, neither of which are amortized, for impairment annually in the fourth quarter of the year, or more frequently, if events and circumstances indicate that an impairment may have occurred. In the evaluation of goodwill for impairment, we typically first perform a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount, followed by performing a quantitative assessment by comparing the fair value of the reporting unit to the carrying value, if necessary. Effective October 1, 2017, we prospectively adopted accounting guidance that simplified our goodwill impairment testing by eliminating the requirement to calculate the implied fair value of goodwill (formerly "Step 2") in the event an impairment is identified. Instead, an impairment charge is recorded based on the excess of the reporting unit's carrying amount over its fair value. We generally base the measurement of fair value of our three reporting units on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting unit based on the present value of the cash flows that we expect the reporting unit to generate in the future. Our significant estimates in the discounted cash flows model include our weighted average cost of capital, long-term rate of growth and profitability of our business. The market valuation approach indicates the fair value of the business based on a comparison of the reporting unit to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors, such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit. We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and Internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. In addition to measuring the fair value of our reporting units as described above, we consider the combined carrying and fair values of our reporting units in relation to the company’s total fair value. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment to determine whether the fair value of the indefinite-lived intangible assets is more likely than not impaired. If so, we perform a quantitative assessment and an impairment charge is recorded for the excess of the carrying value of the indefinite-lived intangible assets over the fair value. We base our measurement of the fair value of our indefinite-lived intangible assets, which consist of trade name, trademarks, and domain names using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. As with goodwill, periodically, we may choose to forgo the initial qualitative assessment and perform a quantitative analysis in our annual evaluation of indefinite-lived intangible assets. |
Recoverability of intangible assets with definite lives and other long-lived assets | Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of generally less than seven years. We review the carrying value of long-lived assets or asset groups, including property and equipment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value. |
Income taxes | Income taxes We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated results of operations, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements. Interest and penalties related to uncertain tax positions are classified in the financial statements as a component of income tax expense. Presentation of taxes in the statements of operations We present taxes that we collect from advertisers and remit to government authorities on a net basis in our consolidated statements of operations. |
Foreign currency translation and transaction gains and losses | Foreign currency translation and transaction gains and losses The consolidated Financial Statements have been prepared in euros, the reporting currency. Certain of our operations outside of the Eurozone use the local currency as their functional currency. We translate revenue and expense at average exchange rates during the period and assets and liabilities at the exchange rates as of the consolidated balance sheet dates and include such foreign currency translation gains and losses as a component of other comprehensive income. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions. |
Advertising expense | Advertising expense We incur advertising expense consisting of offline costs, including television and radio advertising, as well as online advertising expense to promote our brands. A significant portion of traffic from users is directed to our websites through our participation in display advertising campaigns on search engines, advertising networks, affiliate websites and social networking sites. We consider traffic acquisition costs to be indirect advertising fees. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. These costs are included in selling and marketing expense in our consolidated statements of operations. |
Share-based compensation | Share-based compensation Share-based compensation included in our consolidated financial statements relates to certain outstanding trivago employee options replaced with new trivago employee option awards exercisable into trivago Class A shares, in connection with the controlling-interest acquisition of trivago by Expedia in 2013. During 2017, there were additional options granted in connection with the Omnibus Incentive Plan to employees of trivago. The fair value of share options accounted for as equity settled transactions is measured at the grant date using the Black–Scholes option pricing model. The valuation model incorporates various assumptions including expected volatility of equity, expected term and risk-free interest rates. As we do not have a trading history relatable to the expected term of our awards, the expected share price volatility for our Class A shares was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period commensurate to the expected term. Prior to the IPO, we previously based our expected term assumptions on the terms and conditions of the employee share option agreements, and scheduled exercise windows. Post IPO, we have used the simplified method in determining the term by using the midpoint between the vesting date and the end of the contractual term to estimate the term for all option grants subsequent of the IPO. The simplified method was used as we do not have sufficient relatable historical term data is available. Prior to the IPO, the share price assumption used in the model is based upon a valuation of trivago’s shares as of the grant date utilizing a blended analysis of the present value of future discounted cash flows and a market valuation approach. Post IPO, the share price assumption used in the model is based our publicly traded share price on the date of grant. We amortize the fair value to the extent the awards qualify for equity treatment, over the vesting term on a straight-line basis. The majority of our share options are service-based awards which vest between one and three years and have contractual terms that align with prescribed liquidation windows. We have performance-based share options which vest upon achievement of certain company-based performance conditions and service conditions. On the date of grant, we determine the fair value of the performance-based award using the Black-Scholes option pricing model. The awards are then assessed to determine the probability of the award vesting. If assessed as probable, we record compensation expense for these awards over the total performance and service period using the accelerated method. At each reporting period, we reassess the probability of achieving the performance targets, which requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. We classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. We remeasure these instruments at fair value at the end of each reporting period using a Black-Scholes option pricing model which relies upon an estimate of the fair value of trivago’s shares as of the reporting date which is determined using a blended approach as discussed above. Upon settlement of these awards, our total share-based compensation expense recorded from grant date to settlement date will equal the settlement amount. We recognize the effect of forfeitures in the period that the award was forfeited. |
Fair value recognition, measurement and disclosure | Fair value recognition, measurement and disclosure The carrying amounts of cash and restricted cash reported on our consolidated balance sheets approximate fair value as we maintain them with various high-quality financial institutions. The accounts receivable are short-term in nature and their carrying value generally approximates fair value. We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Certain risks and concentration of credit risk | Certain risks and concentration of credit risk Our business is subject to certain risks and concentrations including dependence on relationships with advertisers, dependence on third-party technology providers, and exposure to risks associated with online commerce security. Our concentration of credit risk relates to depositors holding the Company's cash and customers with significant accounts receivable balances. Our customer base includes primarily online travel agencies and hoteliers. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers. |
Contingent liabilities | Contingent liabilities From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations, as discussed further in Note 16 - Commitments and contingencies. Periodically, and at year end, we review the status of all significant outstanding matters to assess the potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time, which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements. See Note 16 - Commitments and contingencies. |
Adoption of new accounting pronouncements and Recent accounting policies not yet adopted | Adoption of new accounting pronouncements In March 2016, the FASB issued new guidance related to accounting for share-based payments. The updated guidance changes how companies account for certain aspects of share-based payments awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The adoption of this new guidance on January 1, 2017 did not have a material impact to our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which simplifies the test for goodwill impairment where step 2 of the formal goodwill test is eliminated. We have adopted this new guidance for goodwill impairment assessments performed from October 1, 2017 . The adoption of this new guidance did not have a material impact to our consolidated financial statements. Recent accounting policies not yet adopted In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09 amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14 deferring the effective date of the revenue standard so it would be effective for annual and interim reporting periods beginning after December 15, 2017. In addition, the FASB has also issued several amendments to the standard, which clarify certain aspects of the guidance. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). We will adopt this new guidance in the first quarter of 2018 and apply the modified retrospective method. We have determined the new guidance will not change the timing or amount of revenue to be recognized. We do expect impacts from the new revenue guidance on the presentation of our financial statements, as deferred revenue is going to be presented as contract liability in the future. We have completed our overall assessment and we have identified and implemented changes to our accounting policies and practices, business processes, and controls to support the new revenue recognition standard. We are continuing our assessment of potential changes to our disclosures under the new guidance. In January 2016, the FASB issued ASU 2016-01 that provides new guidance related to accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. We will adopt this new guidance on January 1, 2018. A material impact on the financial statements is currently not expected. In February 2016 and January 2018, the FASB issued ASU 2016-02 and ASU 2018-01 that provide new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements. In August and November 2016, the FASB issued ASU 2016-15 and ASU 2016-18, that include new guidance related to the statement of cash flows, which clarifies how companies present and classify certain cash receipts and cash payments as well as amends current guidance to address the classification and presentation of changes in restricted cash in the statement of cash flows. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. We will adopt this new guidance on January 1, 2018 retrospectively and currently anticipate the most significant impact to be inclusion of those amounts deemed to be restricted cash and restricted cash equivalents in our cash and cash-equivalent balances in the consolidated statement of cash flows. In October 2016, the FASB issued ASU 2016-16 amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This accounting update is intended to reduce diversity in practice and the complexity of tax accounting, particularly for those transfers involving intellectual property. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. We will adopt this new guidance on January 1, 2018. A material impact on the financial statements is currently not expected. In January 2017, the FASB issued ASU 2017-01, that clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. We will adopt this new guidance on January 1, 2018. The standard must be applied prospectively. Upon adoption, the standard will impact how we assess acquisitions (or disposals) of assets or businesses. In January 2017, the FASB issued ASU 2017-03, for various topics regarding disclosures of impacts that recently issued Accounting Standards will have on the Financial Statements when they are adopted in a future period. When adopting the guidance of any of these topics we will also evaluate the impact of this guidance. In May 2017, the FASB issued ASU 2017-09, about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. This guidance will be taken into account in considering modification accounting when terms or conditions of share-based payment awards are present. |
Acquisitions and divestitures (
Acquisitions and divestitures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business acquisition pro forma information | Supplemental information on an unaudited combined pro forma basis, as if the acquisitions had been consummated on January 1, 2015, is presented as follows: Year ended December 31, (in thousands) 2015 Revenue € 494,387 Net loss € (39,359 ) |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement on recurring basis | The redeemable noncontrolling interest is measured at fair value on a recurring basis as of December 31, 2016 and is classified using the fair value hierarchy in the tables below: December 31, 2016 (in thousands) Total Level 1 Level 2 Level 3 Redeemable noncontrolling interest: Put/call option € 351 € — € — € 351 Total mezzanine equity € 351 € — € — € 351 |
Prepaid expenses and other cu33
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets As of December 31, (in thousands) 2016 2017 Prepaid advertising € 5,303 € 12,577 Other prepaid expenses 3,301 3,755 Other assets 2,925 2,426 Total € 11,529 € 18,758 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | As of December 31, (in thousands) 2016 2017 Capitalized software and software development costs € 7,302 € 13,287 Computer equipment 8,358 13,387 Furniture and fixtures 2,743 3,620 Office equipment 1,009 786 Leasehold improvements 1,811 3,985 Subtotal 21,223 35,065 Less: accumulated depreciation 10,096 17,695 Construction in process 35,735 97,101 Property and equipment, net € 46,862 € 114,471 |
Goodwill and intangible asset35
Goodwill and intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill and intangible assets | The following table presents our goodwill and intangible assets as of December 31, 2016 and 2017 : As of December 31, (in thousands) 2016 2017 Goodwill € 490,503 € 490,455 Intangible assets with definite lives, net 6,552 3,794 Intangible assets with indefinite lives 169,500 169,500 Total € 666,555 € 663,749 |
Schedule of goodwill | The following table presents the changes in goodwill by reporting segment: (in thousands) Developed Europe Americas Rest of World Total Balance as of January 1, 2016 € 215,208 € 192,663 € 82,489 € 490,360 Foreign exchange translation 63 56 24 143 Balance as of December 31, 2016 € 215,271 € 192,719 € 82,513 € 490,503 Balance as of January 1, 2017 € 215,271 € 192,719 € 82,513 € 490,503 Foreign exchange translation (77 ) (69 ) (29 ) (175 ) Acquisition of Tripl 110 98 42 250 Deconsolidation of myhotelshop (54 ) (48 ) (21 ) (123 ) Balance as of December 31, 2017 € 215,250 € 192,700 € 82,505 € 490,455 |
Components of intangible assets with definite lives | The following table presents the components of our intangible assets with definite lives as of December 31, 2016 and 2017 : (in thousands) December 31, 2016 December 31, 2017 Cost (Accumulated Amortization) Net Cost (Accumulated Amortization) Net Customer relationships € 38 € (15 ) € 23 € 34 € (5 ) € 29 Partner relationships 34,220 (32,610 ) 1,610 34,254 (34,224 ) 30 Technology 59,780 (59,780 ) — 60,190 (59,831 ) 359 Non-compete agreement 10,800 (5,881 ) 4,919 10,800 (7,424 ) 3,376 Total € 104,838 € (98,286 ) € 6,552 € 105,278 € (101,484 ) € 3,794 |
Schedule of definite lives intangible assets, future amortization expense | The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2017 , assuming no subsequent impairment of the underlying assets, is as follows: (in thousands) Amortization 2018 € 1,711 2019 1,701 2020 382 2021 — Total € 3,794 |
Share-based awards and other 36
Share-based awards and other equity instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options activity | The following table presents a summary of our share option activity in trivago N.V. equivalent shares for periods prior to January 1, 2017 and trivago N.V. shares after January 1, 2017: Options Weighted Remaining Aggregate (In years) (in thousands) Balance as of January 1, 2016 722 € 3,239 Granted 221 € 80,926 Exercised 39 € 17,953 Cancelled 2 € 1 Balance as of December 31, 2016 902 € 21,637 49 68,235 Balance as of December 31, 2016 (trivago N.V. equivalents) 7,704,659 Exercisable as of December 31, 2016 517 € 209 50 89,663 Vested and expected to vest after December 31, 2016 902 € 21,637 49 68,235 Granted 10,561,001 € 7.16 11,827 Exercised 1,093,428 € 0.13 14,860 Cancelled 63,658 € 8.15 366 Balance as of December 31, 2017 17,108,574 € 5.66 21 32,178 Exercisable as of December 31, 2017 5,304,662 € 1.57 44 25,891 Vested and expected to vest after December 31, 2017 17,108,574 € 5.66 21 32,178 |
Schedule of stock options valuation assumptions | The fair value of share options granted during the years ended December 31, 2015, 2016 and 2017 were estimated at the date of grant using the Black-Scholes option-pricing model, assuming the following weighted average assumptions: Year ended December 31, 2015 2016 2017 Risk-free interest rate 1.31 % 1.31 % 2.18 % Expected volatility 46 % 46 % 41 % Expected life (in years) 1.82 2.68 4.62 Dividend yield — % — % — % Weighted-average estimated fair value of options granted during the year € 29,496 € 34,425 € 4 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense/(benefit) | The following table summarizes our income tax expense/(benefit): Year ended December 31, (in thousands) 2015 2016 2017 Current income tax expense (benefit): Germany € (1,032 ) € 11,405 € 323 Other countries 158 103 112 Current income tax expense (benefit) (874 ) 11,508 435 Deferred income tax (benefit) expense: Germany (10,444 ) (4,838 ) (4,851 ) Other countries — — (348 ) Deferred income tax (benefit) expense (10,444 ) (4,838 ) (5,199 ) Income tax expense (benefit) € (11,318 ) € 6,670 € (4,764 ) |
Schedule of income (loss) before income tax, domestic and foreign | The following table summarizes our income (loss) before income taxes allocated to Germany and to other countries: Year ended December 31, (in thousands) 2015 2016 2017 Germany € (50,446 ) € (32,985 ) € (20,018 ) Other countries (238 ) (11,736 ) 2,205 Income (loss) before income taxes € (50,684 ) € (44,721 ) € (17,813 ) |
Schedule of effective income tax rate reconciliation | A reconciliation of amounts computed by applying the German statutory income tax rate to income (loss) before income taxes to total income tax expense (benefit) is as follows: Year ended December 31, (in thousands) 2015 2016 2017 Income (loss) before income taxes € (50,684 ) € (44,721 ) € (17,813 ) Income tax expense at German tax rate (31.23%) (15,829 ) (13,964 ) (5,562 ) Foreign rate differential 34 219 33 Expected tax expense (benefit) (15,795 ) (13,745 ) (5,529 ) Tax effect from: Non-deductible share-based compensation 4,409 16,875 5,017 Non-deductible corporate costs 882 1,306 34 Changes in uncertain tax positions (1,666 ) — — Movement in valuation allowance 98 1,921 (3,517 ) Other differences 754 313 (769 ) Income tax expense (benefit) € (11,318 ) € 6,670 € (4,764 ) |
Summary of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: Year Ended December 31, (in thousands) 2015 2016 2017 Balance, beginning of year € 1,666 € — € — Reductions due to lapsed statute of limitations during current year (1,666 ) — — Balance, end of year € — € — € — |
Schedule of deferred tax assets and liabilities | At December 31, 2016 and 2017 , the significant components of our deferred tax assets and deferred tax liabilities were as follows: Year Ended December 31, (in thousands) 2016 2017 Deferred tax assets: Net operating loss and tax credit carryforwards € 3,566 € 2,522 Prepaid expense and other current assets 1,285 2,458 Property and Equipment 372 537 Deferred rent 882 1,429 Accrued expenses and other current liabilities 51 473 Accounts payable, other 5 — Other 26 731 Total deferred tax assets 6,187 8,150 Less valuation allowance (3,550 ) (348 ) Net deferred tax assets 2,637 7,802 Deferred tax liabilities: Intangible assets, net 54,972 53,981 Property and equipment 812 2,059 Accrued expenses and other current liabilities — 67 Other 9 — Total deferred tax liabilities 55,793 56,107 Net deferred tax asset/(liability) € (53,156 ) € (48,305 ) |
Redeemable noncontrolling int38
Redeemable noncontrolling interests (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Reconciliation of redeemable noncontrolling interest | A reconciliation of redeemable noncontrolling interest for the years ended December 31, 2016 and December 31, 2017 is as follows: Year ended December 31, (in thousands) 2016 2017 Balance, beginning of the period € 2,076 € 351 Net loss attributable to noncontrolling interests (995 ) (110 ) Fair value adjustments through members’ equity 995 149 Currency translation adjustments and other 129 — Change in ownership of noncontrolling interest (1,854 ) — Deconsolidation of entity — (390 ) Balance, end of period € 351 € — |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table presents our basic and diluted earnings per share: (In thousands, except per share data) December 16, 2016 January 1, 2017 Numerator: Net income (loss) € 1,185 € (13,049 ) Less: net income attributable to noncontrolling interest 285 568 Net income (loss) attributable to trivago N.V. € 900 € (12,481 ) Denominator: Weighted average shares of Class A and Class B common stock outstanding - basic and diluted 237,811 274,666 Earnings per share attributable to trivago N.V. available to Class A and Class B common stockholders - basic and diluted € — € (0.05 ) |
Other, net (Tables)
Other, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of other, net | For the years ended December 31, 2015 , 2016 and 2017 , Other, net were primarily made up of the following: (i) foreign exchange rate gains (losses) due to the revaluation of foreign currency receivables and payables and, (ii) the reversal of an indemnification asset related to an uncertain tax position and the related interest - See Note 11 - Income taxes for details, (iii) income from ADSs offset by custodial fees related to ADSs, and (iv) government subsidies for research and development activities. Year ended December 31, (in thousands) 2015 2016 2017 Foreign exchange rate gains (losses), net € (1,006 ) € 16 € 120 Indemnification asset and related interest (1,661 ) — — Net income from ADS fees — — 294 Government subsidies — — 115 Other income (expenses) — (155 ) 63 Total € (2,667 ) € (139 ) € 592 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term purchase commitment | Commitments and obligations as of December 31, 2017 were as follows: By Period (in thousands) Total Less than 1 to 3 years 3 to 5 years More than Purchase obligations € 13,259 € 13,259 € — € — € — |
Schedule of estimated future minimum rental payments under operating leases | The following table presents our estimated future minimum rental payments under operating leases with noncancelable lease terms that expire after December 31, 2017 : Year ending December 31, (in thousands) 2018 € 7,461 2019 9,717 2020 8,299 2021 8,120 2022 7,639 2023 and thereafter 32,188 Total € 73,424 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present our segment information for the years ended December 31, 2015 , 2016 and 2017 . As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers. Year Ended December 31, 2015 (in thousands) Developed Europe Americas Rest of World Corporate & Eliminations Total Referral revenue € 259,568 € 171,910 € 58,762 € — € 490,240 Other revenue — — — 2,843 2,843 Total revenue 259,568 171,910 58,762 2,843 493,083 Advertising spend 194,886 169,415 67,872 — 432,173 ROAS contribution € 64,682 € 2,495 € (9,110 ) € 2,843 € 60,910 Costs and expenses: Cost of revenue, including related party, excluding amortization 2,946 Other selling and marketing (1) 29,046 Technology and content 28,693 General and administrative, including related party shared service fee 18,065 Amortization of intangible assets 30,030 Operating income (loss) (47,870 ) Other income (expense) Interest expense (147 ) Other, net (2,667 ) Total other income (expense), net (2,814 ) Income (loss) before income taxes (50,684 ) Provision for income taxes (11,318 ) Net loss € (39,366 ) (1) Represents all other sales and marketing, excluding advertising spend, as advertising spend is tracked by reporting segment. Year Ended December 31, 2016 (in thousands) Developed Europe Americas Rest of World Corporate & Eliminations Total Referral revenue € 348,909 € 286,398 € 110,517 € — € 745,824 Other revenue — — — 8,345 8,345 Total revenue 348,909 286,398 110,517 8,345 754,169 Advertising spend 257,471 243,176 122,805 — 623,452 ROAS contribution € 91,438 € 43,222 € (12,288 ) € 8,345 € 130,717 Costs and expenses: Cost of revenue, including related party, excluding amortization 4,273 Other selling and marketing (1) 49,772 Technology and content 51,658 General and administrative, including related party shared service fee 55,602 Amortization of intangible assets 13,857 Operating income (loss) (44,445 ) Other income (expense) Interest expense (137 ) Other, net (139 ) Total other income (expense), net (276 ) Income (loss) before income taxes (44,721 ) Provision for income taxes 6,670 Net loss € (51,391 ) (1) Represents all other sales and marketing, excluding advertising spend, as advertising spend is tracked by reporting segment. Year Ended December 31, 2017 (in thousands) Developed Europe Americas Rest of World Corporate & Eliminations Total Referral revenue € 424,993 € 391,667 € 203,673 € — € 1,020,333 Other revenue — — — 15,050 15,050 Total revenue 424,993 391,667 203,673 15,050 1,035,383 Advertising spend 324,487 338,072 222,126 — 884,685 ROAS contribution € 100,506 € 53,595 € (18,453 ) € 15,050 € 150,698 Costs and expenses: Cost of revenue, including related party, excluding amortization 5,930 Other selling and marketing (1) 62,240 Technology and content 52,232 General and administrative, including related party shared service fee 47,444 Amortization of intangible assets 3,220 Operating income (loss) (20,368 ) Other income (expense) Interest expense (44 ) Gain on deconsolidation of subsidiaries 2,007 Other, net 592 Total other income (expense), net 2,555 Income (loss) before income taxes (17,813 ) Provision for income taxes (4,764 ) Net loss € (13,049 ) (1) Represents all other sales and marketing, excluding advertising spend, as advertising spend is tracked by reporting segment. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table presents revenue by geographic area for the years ended December 31, 2015 , 2016 and 2017 . Referral revenue was allocated by country using the same methodology as the allocation of segment revenue, while non-referral revenue was allocated based upon the location of the customer using the service. Year ended December 31, (in thousands) 2015 2016 2017 Total Revenues United States € 128,891 € 199,423 € 255,501 United Kingdom 61,541 86,745 108,080 Germany 67,470 76,599 85,308 Australia 17,655 30,820 50,623 Canada 23,156 33,112 40,648 Italy 26,394 31,272 37,677 Spain 29,206 37,715 36,757 All other countries 138,770 258,483 420,789 € 493,083 € 754,169 € 1,035,383 The following table presents property and equipment, net for Germany and all other countries, as of December 31, 2016 and 2017 : (in thousands) Years ended December 31, 2016 2017 Property and equipment, net: Germany € 46,098 € 112,707 All other countries 764 1,764 € 46,862 € 114,471 |
Valuation and qualifying acco43
Valuation and qualifying accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of valuation and qualifying accounts | The following table presents the changes in our valuation and qualifying accounts not disclosed elsewhere in these financial statements. (in thousands) Balance at Beginning of Period Charges to Earnings Deductions Balance at End of Period 2015 Allowance for doubtful accounts € 661 € 241 € (651 ) € 251 2016 Allowance for doubtful accounts 251 1,749 (1,848 ) 152 2017 Allowance for doubtful accounts 152 2,275 (2,196 ) 231 |
Organization and basis of pre44
Organization and basis of presentation (Details) € / shares in Units, € in Millions | 1 Months Ended | |||||
Dec. 31, 2016EUR (€)€ / sharesshares | Dec. 31, 2017€ / shares | Dec. 31, 2016$ / shares | Nov. 30, 2016shares | Nov. 06, 2016 | Jun. 30, 2016 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Ownership percentage by parent | 68.30% | 68.30% | ||||
Ownership percentage by noncontrolling owners | 31.70% | 31.70% | ||||
Class A Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Class common stock, par value (in EUR per ADS) | € / shares | € 0.06 | € 0.06 | ||||
Number of shares contributed by the Founders (in shares) | 9,200,029 | |||||
IPO | Class A Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 20,826,606 | |||||
Number of common stock per ADS | 1 | |||||
Class common stock, par value (in EUR per ADS) | € / shares | € 0.06 | |||||
Public offering price (in USD per ADS) | $ / shares | $ 11 | |||||
Net offering proceeds from issuance initial public offering | € | € 207.8 | |||||
Expedia | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ownership percentage by parent | 59.60% | 96.30% | 63.50% | 63.50% | ||
Voting ownership by shareholders | 99.60% | |||||
Voting power percentage by parent | 64.70% | |||||
Indirect ownership percentage by Parent | 31.60% | |||||
Indirect voting power percentage by Parent | 34.30% | |||||
Travel B.V. | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Voting power percentage by parent | 66.00% | |||||
Voting power percentage by noncontrolling owners | 34.00% | |||||
Trivago GmbH | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares contributed by the Founders (in shares) | 940 | |||||
Number of shares contributed by the Founders, percentage | 6.70% | |||||
Messrs. Schrömgens, Vinnemeier and Siewert | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 36.50% | |||||
Voting ownership by shareholders | 0.40% | |||||
Ownership by shareholders | 3.70% |
Significant accounting polici45
Significant accounting policies (Details) € in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2017EUR (€) | Dec. 31, 2017EUR (€)reporting_unit | Dec. 31, 2017EUR (€)segment | Dec. 31, 2017EUR (€) | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2015EUR (€) | Dec. 31, 2014 | Jul. 31, 2015m² | ||
Significant Accounting Policies [Line Items] | ||||||||||
Ownership percentage by noncontrolling owners | 31.70% | |||||||||
Amortization of intangible assets | [1] | € 3,220 | € 13,857 | € 30,030 | ||||||
Restricted cash | € 2,700 | € 2,700 | € 2,700 | 2,700 | € 2,700 | 900 | ||||
Restricted cash, noncurrent | 2,600 | € 2,600 | € 2,600 | 2,600 | 2,600 | |||||
Land rent expense | 1,700 | |||||||||
Number of reporting units | 3 | 3 | ||||||||
Number of operating segments | segment | 3 | |||||||||
Advertising spend | 884,685 | 623,452 | € 432,173 | |||||||
Prepaid advertising | € 12,577 | € 12,577 | € 12,577 | 12,577 | € 12,577 | € 5,303 | ||||
Minimum | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Property and equipment useful life | 3 years | |||||||||
Maximum | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Property and equipment useful life | 5 years | |||||||||
Intangible asset, useful life | 7 years | |||||||||
Software Development Costs | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Property and equipment useful life | 3 years | |||||||||
Software Enhancement Costs | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Property and equipment useful life | 3 years | |||||||||
Stock Option | Minimum | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Award vesting period (in years) | 1 year | 2 years | 2 years | 1 year | ||||||
Stock Option | Maximum | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Award vesting period (in years) | 3 years | 3 years | 3 years | 3 years | ||||||
Expedia | Customer Concentration Risk | Revenue | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk, percentage | 36.00% | 36.00% | 39.00% | |||||||
Expedia | Customer Concentration Risk | Accounts Receivable | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk, percentage | 47.00% | 31.00% | ||||||||
Priceline.com | Customer Concentration Risk | Revenue | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk, percentage | 44.00% | 43.00% | 27.00% | |||||||
Priceline.com | Customer Concentration Risk | Accounts Receivable | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk, percentage | 28.00% | 48.00% | ||||||||
Düsseldorf, Germany | Office building | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Lease area | m² | 26,107 | |||||||||
Acquired technology | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Amortization of intangible assets | 59 | € 3,750 | € 19,927 | |||||||
Internal use software and website development costs | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Amortization of intangible assets | € 1,742 | € 1,410 | € 475 | |||||||
[1] | Year ended December 31, 201520162017Acquired technology included in amortization of intangible assets19,9273,75059Internal use software and website development costs included in technology and content4751,4101,742Internal use software included in general and administrative ——408 |
Acquisitions and divestitures -
Acquisitions and divestitures - Acquisitions (Details) € in Thousands | Dec. 22, 2016EUR (€) | Aug. 05, 2015EUR (€) | Jul. 16, 2015EUR (€) | Dec. 31, 2017EUR (€)segment | Dec. 31, 2015EUR (€) | Aug. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) |
Business Acquisition [Line Items] | |||||||
Goodwill | € 490,455 | € 490,360 | € 490,503 | ||||
Acquisition-related costs | 800 | ||||||
Number of operating segments | segment | 3 | ||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||
Revenue | 494,387 | ||||||
Net loss | (39,359) | ||||||
Rheinfabrik, Myhotelshop NV, And Base7booking Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 2,600 | ||||||
Base7 and Myhotelshop | |||||||
Business Acquisition [Line Items] | |||||||
Redeemable noncontrolling interest | (2,200) | ||||||
Revenue of acquiree | 1,400 | ||||||
Operating losses of acquiree | € 500 | ||||||
Myhotelshop N.V. | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of equity interest acquired | 61.30% | ||||||
Cash purchase consideration | € 600 | ||||||
Base7booking.com | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of equity interest acquired | 47.70% | 52.30% | |||||
Cash purchase consideration | € 2,100 | ||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||
Payments to acquire businesses | € 900 | ||||||
tripl GmbH | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | € 700 |
Acquisitions and divestitures47
Acquisitions and divestitures - Divestitures (Details) - EUR (€) € in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | ||||
Gain from divestiture | € 2,007 | € 0 | € 0 | |
Myhotelshop N.V. | ||||
Noncontrolling Interest [Line Items] | ||||
Number of shares issued in transaction (in shares) | 8,074 | |||
Proceeds from issuance of new shares | € 100 | |||
Percentage ownership before transaction | 61.30% | |||
Percentage ownership after transaction | 49.00% | |||
Gain from divestiture | € 2,000 | |||
Gain on retained noncontrolling investment | 400 | |||
Gain recognized on receivable from loan granted to investment | € 1,000 |
Fair value measurement (Details
Fair value measurement (Details) - EUR (€) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Credit facility, fair value | € 0 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | € 351,000 | |
Recurring | Put/call option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | 351,000 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | 0 | |
Recurring | Level 1 | Put/call option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | 0 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | 0 | |
Recurring | Level 2 | Put/call option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | 0 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | 351,000 | |
Recurring | Level 3 | Put/call option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Redeemable noncontrolling interest, fair value | € 351,000 |
Prepaid expenses and other cu49
Prepaid expenses and other current assets (Details) - EUR (€) € in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid advertising | € 12,577 | € 5,303 |
Other prepaid expenses | 3,755 | 3,301 |
Other assets | 2,426 | 2,925 |
Total | € 18,758 | € 11,529 |
Property and equipment, net (De
Property and equipment, net (Details) - EUR (€) € in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | € 35,065 | € 21,223 |
Less: accumulated depreciation | 17,695 | 10,096 |
Property and equipment, net | 114,471 | 46,862 |
Asset retirement obligation | 1,000 | |
Capitalized software and software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,287 | 7,302 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,387 | 8,358 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,620 | 2,743 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 786 | 1,009 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,985 | 1,811 |
Less: accumulated depreciation | 300 | |
Asset retirement obligation | 1,000 | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 97,101 | 35,735 |
Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | € 3,600 | € 2,600 |
Goodwill and intangible asset51
Goodwill and intangible assets, net (Details) - EUR (€) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | € 490,503,000 | € 490,360,000 | € 490,360,000 | € 490,455,000 | € 490,503,000 | |
Intangible assets with definite lives, net | 3,794,000 | 6,552,000 | ||||
Intangible assets with indefinite lives | 169,500,000 | 169,500,000 | ||||
Total | 663,749,000 | 666,555,000 | ||||
Accumulated impairment losses of goodwill | 0 | 0 | ||||
Accumulated impairment losses of indefinite-lived intangible assets | 0 | 0 | ||||
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 490,503,000 | 490,360,000 | ||||
Foreign exchange translation | (175,000) | 143,000 | ||||
Acquisition of Tripl | 250,000 | |||||
Deconsolidation of myhotelshop | (123,000) | |||||
Goodwill, Ending Balance | 490,455,000 | 490,503,000 | 490,360,000 | |||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Cost | 105,278,000 | 104,838,000 | ||||
(Accumulated Amortization) | (101,484,000) | (98,286,000) | ||||
Amortization of intangible assets | [1] | 3,220,000 | 13,857,000 | 30,030,000 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||
2,018 | 1,711,000 | |||||
2,019 | 1,701,000 | |||||
2,020 | 382,000 | |||||
2,021 | 0 | |||||
Developed Europe | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 215,271,000 | 215,208,000 | 215,208,000 | 215,250,000 | 215,271,000 | |
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 215,271,000 | 215,208,000 | ||||
Foreign exchange translation | (77,000) | 63,000 | ||||
Acquisition of Tripl | 110,000 | |||||
Deconsolidation of myhotelshop | (54,000) | |||||
Goodwill, Ending Balance | 215,250,000 | 215,271,000 | 215,208,000 | |||
Americas | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 192,719,000 | 192,663,000 | 192,663,000 | 192,700,000 | 192,719,000 | |
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 192,719,000 | 192,663,000 | ||||
Foreign exchange translation | (69,000) | 56,000 | ||||
Acquisition of Tripl | 98,000 | |||||
Deconsolidation of myhotelshop | (48,000) | |||||
Goodwill, Ending Balance | 192,700,000 | 192,719,000 | 192,663,000 | |||
Rest of World | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 82,513,000 | 82,489,000 | 82,489,000 | 82,505,000 | 82,513,000 | |
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 82,513,000 | 82,489,000 | ||||
Foreign exchange translation | (29,000) | 24,000 | ||||
Acquisition of Tripl | 42,000 | |||||
Deconsolidation of myhotelshop | (21,000) | |||||
Goodwill, Ending Balance | € 82,505,000 | € 82,513,000 | € 82,489,000 | |||
Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets with definite lives, net | 29,000 | 23,000 | ||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Cost | 34,000 | 38,000 | ||||
(Accumulated Amortization) | (5,000) | (15,000) | ||||
Partner relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets with definite lives, net | 30,000 | 1,610,000 | ||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Cost | 34,254,000 | 34,220,000 | ||||
(Accumulated Amortization) | (34,224,000) | (32,610,000) | ||||
Technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets with definite lives, net | 359,000 | 0 | ||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Cost | 60,190,000 | 59,780,000 | ||||
(Accumulated Amortization) | (59,831,000) | (59,780,000) | ||||
Non-compete agreement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets with definite lives, net | 3,376,000 | 4,919,000 | ||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Cost | 10,800,000 | 10,800,000 | ||||
(Accumulated Amortization) | € (7,424,000) | € (5,881,000) | ||||
[1] | Year ended December 31, 201520162017Acquired technology included in amortization of intangible assets19,9273,75059Internal use software and website development costs included in technology and content4751,4101,742Internal use software included in general and administrative ——408 |
Debt - credit facility (Details
Debt - credit facility (Details) - Uncommitted Credit Facility | 12 Months Ended |
Dec. 31, 2017EUR (€) | |
Line of Credit Facility [Line Items] | |
Uncommitted credit facility principle amount | € 50,000,000 |
LIBOR | |
Line of Credit Facility [Line Items] | |
Debt basis spread on variable rate | 1.00% |
Share-based awards and other 53
Share-based awards and other equity instruments - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2016EUR (€)shares | Jun. 30, 2016EUR (€) | Sep. 30, 2015EUR (€)shares | Dec. 31, 2017EUR (€)€ / sharesshares | Dec. 31, 2016EUR (€)€ / sharesshares | Dec. 31, 2015EUR (€)€ / sharesshares | Dec. 31, 2014€ / shares | Nov. 30, 2016shares | Nov. 06, 2016 | Dec. 31, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options outstanding (in shares) | 17,108,574 | 902 | 722 | |||||||
Granted (in shares) | 10,561,001 | 221 | ||||||||
Common stock, conversion ratio | 0.001 | 0.001 | ||||||||
Exercised (in share) | 1,093,428 | 39 | ||||||||
One-time modification charge due to classification of awards from equity to liability accounting treatment | € | € 7,300,000 | |||||||||
Contribution from Parent | € | € 62,500,000 | € 122,307,000 | € 122,200,000 | |||||||
Share-based compensation | € | 43,700,000 | 16,000,000 | € 53,700,000 | € 14,100,000 | ||||||
Loans receivable from shareholders | € | 7,100,000 | |||||||||
Ownership percentage by parent | 68.30% | |||||||||
Reclassification of option liability to reserves | € | € 4,200,000 | € 4,893,000 | ||||||||
Proceeds from exercise of option awards | € | € 700,000 | 42,000 | 686,000 | 10,000 | ||||||
Intrinsic value of shares exercised | € | € 14,860,000 | 3,000,000 | ||||||||
Number of options subject to liability accounting (in shares) | 0 | |||||||||
Income tax benefit related to share-based compensation expense | € | € 0 | 0 | 0 | |||||||
Capitalized share-based compensation cost | € | 85,000 | € 318,000 | € 103,000 | |||||||
Unrecognized share-based compensation expense | € | € 35,100,000 | |||||||||
Unrecognized share-based compensation expense, period for recognition | 2 years 6 months | |||||||||
Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Strike price for majority of options (in EUR per share) | € / shares | € 1 | € 1 | € 1 | € 1 | ||||||
Stock Option | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period (in years) | 1 year | 2 years | 2 years | 1 year | ||||||
Stock Option | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period (in years) | 3 years | 3 years | 3 years | 3 years | ||||||
Trivago amended option plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options outstanding (in shares) | 887 | |||||||||
Number of replacement awards at acquisition (in shares) | 858 | |||||||||
Reclassification of option liability to reserves | € | € 4,900,000 | |||||||||
Trivago amended option plan | Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Strike price for majority of options (in EUR per share) | € / shares | € 1 | |||||||||
2016 Omnibus Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 0 | |||||||||
Number of shares available for grant | 34,711,009 | |||||||||
Number of supervisory board in plan administration committee | 2 | |||||||||
Share-based payment award, term | 10 years | |||||||||
2016 Omnibus Incentive Plan | Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based payment award, term | 10 years | |||||||||
2016 Omnibus Incentive Plan | Share Appreciation Rights | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based payment award, term | 10 years | |||||||||
Expedia | Principal owner | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Related party payable | € | € 7,100,000 | |||||||||
Expedia | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Ownership percentage by parent | 63.50% | 59.60% | 96.30% | 63.50% | ||||||
Class A Common Stock | Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 146 | 77 | ||||||||
Exercised (in share) | 38 | 484 | ||||||||
Number of options subject to liability accounting (in shares) | 93 | |||||||||
Class B Common Stock | Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 74,580 | 62,178 | ||||||||
Number of options subject to liability accounting (in shares) | 6 |
Share-based awards and other 54
Share-based awards and other equity instruments - Stock options activities (Details) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Beginning balance (in shares) | 902 | 722 |
Granted (in shares) | 10,561,001 | 221 |
Exercised (in share) | 1,093,428 | 39 |
Canceled (in shares) | 63,658 | 2 |
Ending balance (in shares) | 17,108,574 | 902 |
Exercisable (in shares) | 5,304,662 | 517 |
Vested and expected to vest (in shares) | 17,108,574 | |
Weighted average exercise price | ||
Beginning balance, Weighted average exercise price (in EUR per share) | € 21,637 | € 3,239 |
Granted, Weighted average exercise price (in EUR per share) | 7.16 | 80,926 |
Exercised, Weighted average exercise price (in EUR per share) | 0.13 | 17,953 |
Canceled, Weighted average exercise price (in EUR per share) | 8.15 | 1 |
Ending balance, Weighted average exercise price (in EUR per share) | 5.66 | 21,637 |
Exercisable, Weighted average exercise price (in EUR per share) | 1.57 | € 209 |
Vested and expected to vest, Weighted average exercise price (in EUR per share) | € 5.66 | |
Outstanding, Remaining contractual term (in years) | 21 years | 49 years |
Exercisable, Remaining contractual term (in years) | 44 years | 50 years |
Vested and expected to vest after, Remaining contractual life (in years) | 21 years | |
Outstanding, Aggregate intrinsic value | € 32,178 | € 68,235 |
Granted, Aggregate intrinsic value | 11,827 | |
Exercised, Aggregate intrinsic value | 14,860 | 3,000 |
Canceled, Aggregate intrinsic value | 366 | |
Outstanding, Aggregate intrinsic value | 68,235 | |
Exercisable, Aggregate intrinsic value | € 25,891 | € 89,663 |
Trivago N.V. | ||
Options | ||
Beginning balance (in shares) | 7,704,659 | |
Ending balance (in shares) | 7,704,659 |
Share-based awards and other 55
Share-based awards and other equity instruments - Stock options fair value assumptions (Details) - € / shares € / shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 2.18% | 1.31% | 1.31% |
Expected volatility | 41.00% | 46.00% | 46.00% |
Expected life (in years) | 4 years 7 months 13 days | 2 years 8 months 5 days | 1 year 9 months 26 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average estimated fair value of options granted during the year (in EUR per share) | € 4 | € 34,425 | € 29,496 |
Income taxes - Schedule of inco
Income taxes - Schedule of income tax expenses/(benefit) (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense (benefit): | |||
Germany | € 323 | € 11,405 | € (1,032) |
Other countries | 112 | 103 | 158 |
Current income tax expense (benefit) | 435 | 11,508 | (874) |
Deferred income tax (benefit) expense: | |||
Germany | (4,851) | (4,838) | (10,444) |
Other countries | (348) | 0 | 0 |
Deferred income tax (benefit) expense | (5,199) | (4,838) | (10,444) |
Income tax expense (benefit) | € (4,764) | € 6,670 | € (11,318) |
Income taxes - Reconciliation o
Income taxes - Reconciliation of German statutory income tax rate to effective income tax rate (Details) - EUR (€) € in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||||
Germany | € (20,018) | € (32,985) | € (50,446) | |
Other countries | 2,205 | (11,736) | (238) | |
Income (loss) before income taxes | (17,813) | (44,721) | (50,684) | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income tax expense at German tax rate (31.23%) | (5,562) | (13,964) | (15,829) | |
Foreign rate differential | 33 | 219 | 34 | |
Expected tax expense (benefit) | (5,529) | (13,745) | (15,795) | |
Tax effect from: | ||||
Non-deductible share-based compensation | 5,017 | 16,875 | 4,409 | |
Non-deductible corporate costs | 34 | 1,306 | 882 | |
Changes in uncertain tax positions | 0 | 0 | (1,666) | |
Movement in valuation allowance | (3,517) | 1,921 | 98 | |
Other differences | (769) | 313 | 754 | |
Income tax expense (benefit) | € (4,764) | € 6,670 | € (11,318) | |
German tax rate | 31.23% | 31.23% | 31.23% | |
Effective tax rate | 26.70% | (14.90%) | 22.30% | |
Share-based compensation | € 43,700 | € 16,000 | € 53,700 | € 14,100 |
Non-tax deductible expense, release of contingent asset | 500 | |||
Total non-tax deductible expense | 800 | |||
Expedia | ||||
Related Party Transaction [Line Items] | ||||
Corporate costs pushed down from Parent | € 100 | € 4,200 | € 2,800 |
Income taxes - Uncertain Tax Po
Income taxes - Uncertain Tax Positions (Details) - EUR (€) € 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] | |||
Balance, beginning of year | € 0 | € 0 | € 1,666 |
Reductions due to lapsed statute of limitations during current year | 0 | 0 | (1,666) |
Balance, end of year | € 0 | € 0 | € 0 |
Income taxes - Deferred Income
Income taxes - Deferred Income Taxes (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred tax assets: | ||
Net operating loss and tax credit carryforwards | € 2,522 | € 3,566 |
Prepaid expense and other current assets | 2,458 | 1,285 |
Property and Equipment | 537 | 372 |
Deferred rent | 1,429 | 882 |
Accrued expenses and other current liabilities | 473 | 51 |
Accounts payable, other | 0 | 5 |
Other | 731 | 26 |
Total deferred tax assets | 8,150 | 6,187 |
Less valuation allowance | (348) | (3,550) |
Net deferred tax assets | 7,802 | 2,637 |
Deferred tax liabilities: | ||
Intangible assets, net | 53,981 | 54,972 |
Property and equipment | 2,059 | 812 |
Accrued expenses and other current liabilities | 67 | 0 |
Other | 0 | 9 |
Total deferred tax liabilities | 56,107 | 55,793 |
Net deferred tax asset/(liability) | (48,305) | (53,156) |
Net operating loss carryforwards | 2,500 | € 3,200 |
Decrease in NOL | (1,100) | |
Decrease in tax-effected valuation allowance | 3,500 | |
Decrease in tax-effected valuation allowance, related to tax losses from IPO | 3,200 | |
Decrease in tax-effected valuation allowance, utilization of previously unrecognized losses | 300 | |
Undistributed earnings of foreign subsidiaries (less than) | € 100 |
Redeemable noncontrolling int60
Redeemable noncontrolling interests (Details) - EUR (€) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Balance, beginning of the period | € 2,076,000 | € 351,000 | € 2,076,000 | ||
Net loss attributable to noncontrolling interests | € (43,000) | € (952,000) | (110,000) | (995,000) | € (239,000) |
Fair value adjustments through members’ equity | 149,000 | 995,000 | 239,000 | ||
Currency translation adjustments and other | 0 | 129,000 | |||
Change in ownership of noncontrolling interest | 0 | (1,854,000) | |||
Deconsolidation of entity | (390,000) | 0 | |||
Balance, end of period | € 351,000 | € 0 | € 351,000 | € 2,076,000 |
Stockholders'_members' equity (
Stockholders'/members' equity (Details) € / shares in Units, € in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2016EUR (€)€ / sharesshares | Dec. 31, 2017voting_right€ / sharesshares | Dec. 31, 2016€ / sharesshares | Dec. 31, 2015 | Jun. 30, 2017shares | |
Class of Stock [Line Items] | |||||
Common stock, conversion ratio | 0.001 | 0.001 | |||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Entity Common Stock, Shares Outstanding | 30,026,635 | 30,916,474 | 30,026,635 | ||
Class common stock, par value (in EUR per ADS) | € / shares | € 0.06 | € 0.06 | € 0.06 | ||
Common stock, voting rights per share | voting_right | 1 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Entity Common Stock, Shares Outstanding | 209,008,088 | 319,799,968 | 209,008,088 | ||
Class common stock, par value (in EUR per ADS) | € / shares | € 0.60 | € 0.60 | € 0.60 | ||
Common stock, voting rights per share | voting_right | 10 | ||||
Trivago GmbH | |||||
Class of Stock [Line Items] | |||||
Common stock dividends | € | € 0.5 | ||||
Payments of common stock dividends | € | € 0.2 | ||||
Trivago GmbH | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Exchangeable shares, outstanding | 110,791,880 |
Earnings per share (Details)
Earnings per share (Details) - EUR (€) € / shares in Units, € in Thousands, shares in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Numerator: | |||||||
Net income (loss) | € 1,185 | € (13,049) | € (51,391) | € (39,366) | |||
Net loss attributable to noncontrolling interests | 285 | 568 | 710 | 239 | |||
Net loss attributable to trivago N.V. | € 900 | € (12,481) | € (50,681) | € (39,127) | |||
Denominator: | |||||||
Weighted average shares of Class A and Class B common stock outstanding - basic and diluted (shares) | 237,811 | 274,666 | [1] | 237,811 | [1] | ||
Earnings per share attributable to trivago N.V. available to Class A and Class B common stockholders - basic and diluted (in EUR per share) | [1] | € 0 | € (0.05) | € 0 | |||
[1] | Represents earnings per share of Class A and Class B common stock and weighted-average shares of Class A and Class B common stock outstanding for the period from December 16, 2016 to December 31, 2016, the period following the capitalization of the parent company and IPO, and for the period from January 1, 2017 to December 31, 2017 (see Note 14). |
Other, net (Details)
Other, net (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange rate gains (losses), net | € 120 | € 16 | € (1,006) |
Indemnification asset and related interest | 0 | 0 | (1,661) |
Net income from ADS fees | 294 | 0 | 0 |
Government subsidies | 115 | 0 | 0 |
Other income (expenses) | 63 | (155) | 0 |
Total | € 592 | € (139) | € (2,667) |
Commitments and contingencies64
Commitments and contingencies (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |||
Total | € 13,259 | ||
Less than 1 year | 13,259 | ||
1 to 3 years | 0 | ||
3 to 5 years | 0 | ||
More than 5 years | 0 | ||
Rental expense | 4,800 | € 4,600 | € 3,300 |
Asset retirement obligation | 1,000 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,018 | 7,461 | ||
2,019 | 9,717 | ||
2,020 | 8,299 | ||
2,021 | 8,120 | ||
2,022 | 7,639 | ||
2023 and thereafter | 32,188 | ||
Total | € 73,424 |
Related party transactions (Det
Related party transactions (Details) - EUR (€) | Sep. 05, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 19, 2014 |
Related Party Transaction [Line Items] | |||||
Revenue from related party | € 367,581,000 | € 268,227,000 | € 194,241,000 | ||
Accounts receivable, related party | 39,063,000 | 16,505,000 | |||
Proceeds from issuance of credit facility | 0 | 20,000,000 | 20,000,000 | ||
Repayments of debt | 0 | 40,000,000 | 0 | ||
Proceeds from issuance of loan from related party | € 0 | € 0 | € 7,129,000 | ||
Revenue | Customer Concentration Risk | Expedia | |||||
Related Party Transaction [Line Items] | |||||
Concentration risk, percentage | 36.00% | 36.00% | 39.00% | ||
Uncommitted Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Uncommitted credit facility principle amount | € 50,000,000 | ||||
Uncommitted Credit Facility | LIBOR | |||||
Related Party Transaction [Line Items] | |||||
Debt basis spread on variable rate | 1.00% | ||||
Bank of America Merrill Lynch International Ltd. | Uncommitted Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Uncommitted credit facility principle amount | € 10,000,000 | € 50,000,000 | |||
Proceeds from issuance of credit facility | € 20,000,000 | € 20,000,000 | |||
Bank of America Merrill Lynch International Ltd. | Uncommitted Credit Facility | LIBOR | |||||
Related Party Transaction [Line Items] | |||||
Debt basis spread on variable rate | 1.00% | ||||
Expedia | |||||
Related Party Transaction [Line Items] | |||||
Expenses for data hosting services | € 100,000 | 4,200,000 | 2,800,000 | ||
Principal owner | Expedia | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | 367,600,000 | 268,200,000 | 194,200,000 | ||
Other operating expenses from related party | 500,000 | 4,200,000 | 2,800,000 | ||
Accounts receivable, related party | € 38,600,000 | 16,500,000 | |||
Principal owner | Expedia | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Prior notice period on customary commercial terms | 3 days | ||||
Principal owner | Expedia | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Prior notice period on customary commercial terms | 7 days | ||||
Principal owner | Data Hosting Services Agreement | Expedia | |||||
Related Party Transaction [Line Items] | |||||
Termination notice period | 30 days | ||||
Expenses for data hosting services | € 68,000 | € 21,000 | € 21,000 | ||
Principal owner | Services and Support Agreement | Expedia | |||||
Related Party Transaction [Line Items] | |||||
Termination notice period | 90 days |
Segment information - Narrative
Segment information - Narrative (Details) - segment | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 3 | 1 | 3 |
Number of operating segments | 3 |
Segment information - Schedule
Segment information - Schedule of segment information (Details) - EUR (€) € in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Referral revenue | € 1,020,333 | € 745,824 | € 490,240 | ||
Other revenue | 15,050 | 8,345 | 2,843 | ||
Total revenue | 1,035,383 | 754,169 | 493,083 | ||
Advertising spend | 884,685 | 623,452 | 432,173 | ||
ROAS contribution | 150,698 | 130,717 | 60,910 | ||
Costs and expenses: | |||||
Cost of revenue, including related party, excluding amortization | 5,930 | 4,273 | 2,946 | ||
Other selling and marketing | 62,240 | 49,772 | 29,046 | ||
Technology and content | 52,232 | 51,658 | 28,693 | ||
General and administrative, including related party shared service fee | [1],[2],[3] | 47,444 | 55,602 | 18,065 | |
Amortization of intangible assets | [3] | 3,220 | 13,857 | 30,030 | |
Operating income (loss) | (20,368) | (44,445) | (47,870) | ||
Other income (expense) | |||||
Interest expense | (44) | (137) | (147) | ||
Gain on deconsolidation of entity | 2,007 | 0 | 0 | ||
Other, net | 592 | (139) | (2,667) | ||
Total other income (expense), net | 2,555 | (276) | (2,814) | ||
Income (loss) before income taxes | (17,813) | (44,721) | (50,684) | ||
Provision for income taxes | (4,764) | 6,670 | (11,318) | ||
Net loss | € 1,185 | (13,049) | (51,391) | (39,366) | |
Operating Segments | Developed Europe | |||||
Segment Reporting Information [Line Items] | |||||
Referral revenue | 424,993 | 348,909 | 259,568 | ||
Other revenue | 0 | 0 | 0 | ||
Total revenue | 424,993 | 348,909 | 259,568 | ||
Advertising spend | 324,487 | 257,471 | 194,886 | ||
ROAS contribution | 100,506 | 91,438 | 64,682 | ||
Operating Segments | Americas | |||||
Segment Reporting Information [Line Items] | |||||
Referral revenue | 391,667 | 286,398 | 171,910 | ||
Other revenue | 0 | 0 | 0 | ||
Total revenue | 391,667 | 286,398 | 171,910 | ||
Advertising spend | 338,072 | 243,176 | 169,415 | ||
ROAS contribution | 53,595 | 43,222 | 2,495 | ||
Operating Segments | Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Referral revenue | 203,673 | 110,517 | 58,762 | ||
Other revenue | 0 | 0 | 0 | ||
Total revenue | 203,673 | 110,517 | 58,762 | ||
Advertising spend | 222,126 | 122,805 | 67,872 | ||
ROAS contribution | (18,453) | (12,288) | (9,110) | ||
Corporate & Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Referral revenue | 0 | 0 | 0 | ||
Other revenue | 15,050 | 8,345 | 2,843 | ||
Total revenue | 15,050 | 8,345 | 2,843 | ||
Advertising spend | 0 | 0 | 0 | ||
ROAS contribution | € 15,050 | € 8,345 | € 2,843 | ||
[1] | Includes related party expense as follows: Year ended December 31, 201520162017 Cost of revenue——50Selling and marketing——2Technology and content——361General and administrative3,0155,128742 | ||||
[2] | Includes share-based compensation as follows: Year ended December 31, 201520162017Cost of revenue238737115Selling and marketing3,36010,9133,514Technology and content, net of capitalized internal-use software and website development costs4,54515,8163,614General and administrative5,98626,2568,782 | ||||
[3] | Year ended December 31, 201520162017Acquired technology included in amortization of intangible assets19,9273,75059Internal use software and website development costs included in technology and content4751,4101,742Internal use software included in general and administrative ——408 |
Segment information - Geographi
Segment information - Geographic information (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | € 1,035,383 | € 754,169 | € 493,083 |
Property and equipment, net | 114,471 | 46,862 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 255,501 | 199,423 | 128,891 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 108,080 | 86,745 | 61,541 |
Germany | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 85,308 | 76,599 | 67,470 |
Property and equipment, net | 112,707 | 46,098 | |
Australia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 50,623 | 30,820 | 17,655 |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 40,648 | 33,112 | 23,156 |
Italy | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 37,677 | 31,272 | 26,394 |
Spain | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 36,757 | 37,715 | 29,206 |
All other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 420,789 | 258,483 | € 138,770 |
Property and equipment, net | € 1,764 | € 764 |
Valuation and qualifying acco69
Valuation and qualifying accounts (Details) - Allowance for Doubtful Accounts [Member] - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | € 152 | € 251 | € 661 |
Charges to Earnings | 2,275 | 1,749 | 241 |
Deductions | (2,196) | (1,848) | (651) |
Balance at End of Period | € 231 | € 152 | € 251 |
Subsequent events (Details)
Subsequent events (Details) - shares | 2 Months Ended | 12 Months Ended | |
Mar. 06, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | |||
Number of shares issued from options exercised | 1,093,428 | 39 | |
Class A Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares issued from options exercised | 61,914 |
Uncategorized Items - trvg-2017
Label | Element | Value |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | € 459,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 64,951,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 1,185,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (51,581,000) |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 900,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (51,581,000) |
Noncontrolling Interest [Member] | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 285,000 |
Additional Paid-in Capital [Member] | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 459,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 2,465,000 |
Contribution From Parent [Member] | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | € 62,486,000 |