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Commitments and Contingencies | 12 Months Ended
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Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | Commitments and Contingencies The Company was formed as a result of a combination and merger of entities founded by the Company’s principal stockholder, Ralph Bartel. In 2002, Travelzoo.com Corporation was merged into Travelzoo. Under and subject to the terms of the merger agreement, holders of promotional shares of Travelzoo.com Corporation (“Netsurfers”) who established that they had satisfied certain prerequisite qualifications were allowed a period of 2 years following the effective date of the merger to receive one share of Travelzoo in exchange for each share of common stock of Travelzoo.com Corporation. In 2004, two years following the effective date of the merger, certain promotional shares remained unexchanged. As the right to exchange these promotional shares expired, no additional shares were reserved for issuance. Thereafter, the Company began to offer a voluntary cash program for those who established that they had satisfied certain prerequisite qualifications for Netsurfer promotional shares as further described below. During 2010 through 2014, the Company became subject to unclaimed property audits of various states in the United States related to the above unexchanged promotional shares and completed settlements with all states. Although the Company has settled the unclaimed property claims with all states, the Company may still receive inquiries from certain potential Netsurfer promotional stockholders that had not provided their state of residence to the Company by April 25, 2004. Therefore, the Company is continuing its voluntary program under which it makes cash payments to individuals related to the promotional shares for individuals whose residence was unknown by the Company and who establish that they satisfy the original conditions required for them to receive shares of Travelzoo.com Corporation, and who failed to submit requests to convert their shares into shares of Travelzoo within the required time period. This voluntary program is not available for individuals whose promotional shares have been escheated to a state by the Company, except those individuals for which their residence was unknown to the Company. The Company did not make any payments under this voluntary program for the year ended December 31, 2018. The accompanying consolidated financial statements include charges in general and administrative expenses of $1,000 and $2,000 for the years ended December 31, 2017 and 2016, respectively, for payments made under this voluntary program. The total cost of this voluntary program cannot be reliably estimated because it is based on the ultimate number of valid requests received and future levels of the Company’s common stock price. The Company’s common stock price affects the liability because the amount of cash payments under the program is based in part on the recent level of the stock price at the date valid requests are received. The Company does not know how many of the requests for shares originally received by Travelzoo.com Corporation in 1998 were valid, but the Company believes that only a portion of such requests were valid. In order to receive payment under this voluntary program, a person is required to establish that such person validly held shares in Travelzoo.com Corporation. The Company leases office space in Australia, Canada, China, France, Germany, Hong Kong, Japan, Singapore, Spain, the U.K., and the U.S. under operating leases which expire between March 2019 and November 2024. Rent expense was $5.8 million, $5.8 million and $5.3 million for years ended December 31, 2018, 2017 and 2016, respectively. Some of these lease agreements have free or escalating rent payment provisions. We recognize rent expense under such arrangements on a straight line basis. The Company’s rental income from sublease was approximately $123,000 for the year ended December 31, 2018. On August 20, 2015, as part of the Asia Pacific acquisition, Travelzoo (Europe) Limited issued a promissory note to Azzurro with a principal amount of $5.7 million, with a maturity date of August 20, 2018 and the ability to pay off principal prior to this maturity date with no prepayment penalty and a stated interest rate of 7%. In January 2016, the full amount of the loan was paid off by Travelzoo (Europe) Limited. The Company has purchase commitments which represent the minimum obligations the Company has under agreements with certain suppliers. These minimum obligations are less than the Company's projected use for those periods. Payments may be more than the minimum obligations based on actual use. The following table summarizes the Company's principal contractual commitments as of December 31, 2018 (in thousands):
| Gross Operating Lease Commitments |  | Sublease Income |  | Net Operating Lease Commitments |  | Purchase Obligations |  | Total Commitments
2019 | $ | 5,492 |  |  | $ | (339 | ) |  | $ | 5,153 |  |  | $ | 387 |  |  | $ | 5,540 |
2020 | 4,081 |  |  | (344 | ) |  | 3,737 |  |  | 84 |  |  | 3,821 |
2021 | 3,195 |  |  | (351 | ) |  | 2,844 |  |  | — |  |  | 2,844 |
2022 | 2,365 |  |  | (357 | ) |  | 2,008 |  |  | — |  |  | 2,008 |
2023 | 2,066 |  |  | (271 | ) |  | 1,795 |  |  | — |  |  | 1,795 |
Thereafter | 1,187 |  |  | — |  |  | 1,187 |  |  | — |  |  | 1,187 |
Total | $ | 18,386 |  |  | $ | (1,662 | ) |  | $ | 16,724 |  |  | $ | 471 |  |  | $ | 17,195 |

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