Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'Orbitz Worldwide, Inc. | ' |
Entity Central Index Key | '0001394159 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Common Stock, Shares Outstanding | ' | 109,246,526 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Mar. 31, 2013 |
Net revenue | $210,255 | $202,860 |
Cost and expenses: | ' | ' |
Cost of revenue | 42,745 | 41,294 |
Selling, general and administrative | 66,242 | 72,364 |
Marketing | 76,778 | 74,936 |
Depreciation and amortization | 13,593 | 14,499 |
Impairment of property and equipment | 0 | 2,577 |
Total operating expenses | 199,358 | 205,670 |
Operating income/(loss) | 10,897 | -2,810 |
Other income/(expense): | ' | ' |
Net interest expense | -9,577 | -9,529 |
Total other expense | -9,577 | -9,529 |
Income (loss) before income taxes | 1,320 | -12,339 |
Provision (benefit) for income taxes | 7,254 | -158,539 |
Net income (loss) | ($5,934) | $146,200 |
Net income (loss) per share - basic: | ' | ' |
Net income (loss) per share | ($0.05) | $1.38 |
Weighted-average shares outstanding | 109,593,798 | 106,294,089 |
Net income (loss) per share - diluted: | ' | ' |
Net income (loss) per share | ($0.05) | $1.34 |
Weighted-average shares outstanding | 109,593,798 | 108,962,383 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net income (loss) | ($5,934) | $146,200 |
Other comprehensive income/(loss): | ' | ' |
Currency translation adjustment | -3,554 | 10,164 |
Unrealized loss on floating to fixed interest rate swaps (net of tax of $0 and $2,558) | 0 | -2,282 |
Other comprehensive income/(loss) | -3,554 | 7,882 |
Comprehensive income (loss) | ($9,488) | $154,082 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Loss) Comprehensive Income Parenthetical (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
OCI Income tax impact | $0 | $0 | ($2,558) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $249,530 | $117,385 |
Accounts receivable (net of allowance for doubtful accounts of $1,568 and $1,186, respectively) | 132,056 | 82,599 |
Prepaid expenses | 18,494 | 17,113 |
Due from Travelport, net | 18,031 | 12,343 |
Other current assets | 13,817 | 13,862 |
Total current assets | 431,928 | 243,302 |
Property and equipment (net of accumulated depreciation of $347,655 and $334,720) | 115,443 | 116,145 |
Goodwill | 349,228 | 345,388 |
Trademarks and trade names | 90,533 | 90,398 |
Other intangible assets, net | 7,120 | 89 |
Deferred income taxes, non-current | 154,342 | 160,637 |
Restricted cash | 120,208 | 118,761 |
Other non-current assets | 36,510 | 32,966 |
Total Assets | 1,305,312 | 1,107,686 |
Current liabilities: | ' | ' |
Accounts payable | 25,907 | 16,432 |
Accrued merchant payable | 512,127 | 337,308 |
Accrued expenses | 133,672 | 145,778 |
Deferred income | 65,685 | 40,616 |
Term loan, current | 41,100 | 13,500 |
Other current liabilities | 9,160 | 4,324 |
Total current liabilities | 787,651 | 557,958 |
Term loan, non-current | 398,775 | 429,750 |
Tax sharing liability | 70,470 | 61,518 |
Other non-current liabilities | 16,145 | 16,738 |
Total Liabilities | 1,273,041 | 1,065,964 |
Commitments and contingencies (see Note 6) | ' | ' |
Shareholders’ Equity: | ' | ' |
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value, 140,000,000 shares authorized, 109,159,331 and 108,397,627 shares issued, respectively | 1,091 | 1,084 |
Treasury stock, at cost, 25,237 shares held | -52 | -52 |
Additional paid-in capital | 1,055,243 | 1,055,213 |
Accumulated deficit | -1,023,473 | -1,017,539 |
Accumulated other comprehensive income/(loss) (net of accumulated tax benefit of $0 and $0) | -538 | 3,016 |
Total Shareholders’ Equity | 32,271 | 41,722 |
Total Liabilities and Shareholders’ Equity | $1,305,312 | $1,107,686 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets Parenthetical (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,568 | $1,186 |
Accumulated depreciation | 347,655 | 334,720 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued | 109,159,331 | 108,397,627 |
Treasury stock, shares held | 25,237 | 25,237 |
Accumulated tax benefit, AOCI | $0 | $0 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net income (loss) | ($5,934) | $146,200 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 13,593 | 14,499 |
Impairment of property and equipment | 0 | 2,577 |
Amortization of unfavorable contract liability | 0 | -895 |
Non-cash net interest expense | 2,850 | 3,574 |
Deferred income taxes | 6,376 | -158,667 |
Stock compensation | 2,885 | 2,644 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -48,914 | -24,801 |
Due from Travelport, net | -5,645 | -8,974 |
Accounts payable, accrued expenses and other current liabilities | 2,512 | 23,011 |
Accrued merchant payable | 174,447 | 151,515 |
Deferred income | 24,462 | 21,814 |
Other | -10,165 | 3,757 |
Net cash provided by operating activities | 156,467 | 176,254 |
Investing activities: | ' | ' |
Property and equipment additions | -7,714 | -8,264 |
Acquisitions, net of cash acquired | -10,000 | 0 |
Changes in restricted cash | -1,432 | -65,323 |
Net cash used in investing activities | -19,146 | -73,587 |
Financing activities: | ' | ' |
Payments on and retirement of term loans | -3,375 | -440,030 |
Issuance of long-term debt, net of issuance costs | 0 | 434,068 |
Employee tax withholdings related to net share settlements of equity-based awards | -2,937 | -21 |
Proceeds from exercise of employee stock options | 90 | 196 |
Payments on tax sharing liability | 0 | -4,448 |
Net cash used in financing activities | -6,222 | -10,235 |
Effects of changes in exchange rates on cash and cash equivalents | 1,046 | -2,926 |
Net increase in cash and cash equivalents | 132,145 | 89,506 |
Cash and cash equivalents at beginning of period | 117,385 | ' |
Cash and cash equivalents at end of period | 249,530 | ' |
Supplemental disclosure of cash flow information: | ' | ' |
Income tax payments, net | 1,014 | 159 |
Cash interest payments | 6,792 | 5,451 |
Non-cash investing activity: | ' | ' |
Capital expenditures incurred not yet paid | $338 | $3,129 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation [Abstract] | ' |
Basis of Presentation | ' |
Organization and Basis of Presentation | |
Description of the Business | |
Orbitz, Inc. was established in early 2000 through a partnership of major airlines, which included American Airlines, Inc., Continental Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines, Inc. and United Air Lines, Inc. (the “Founding Airlines”). Orbitz.com officially launched in June 2001. In 2004, Orbitz was acquired by Cendant Corporation (“Cendant”), which already owned and operated the HotelClub and CheapTickets brands, and the next year Cendant acquired ebookers Limited. | |
In 2006, affiliates of The Blackstone Group (“Blackstone”) and Technology Crossover Ventures acquired Travelport Limited (“Travelport”), a unit of Cendant that comprised its travel distribution services businesses, which included the businesses that we now own and operate as well as other travel distribution businesses. In 2007, our businesses were separated from the rest of the Travelport businesses, placed in a newly formed company, Orbitz Worldwide, Inc., and then became a public company. Our common stock trades on the New York Stock Exchange under the symbol “OWW.” | |
At March 31, 2014 and December 31, 2013, there were 109,134,094 and 108,372,390 shares of our common stock outstanding, respectively, of which approximately 48% and 48% were beneficially owned by Travelport and the investment funds that indirectly own Travelport. | |
We are a leading global online travel company (“OTC”) that uses innovative technology to enable leisure and business travelers to research, plan and book a broad range of travel products and services including hotels, flights, vacation packages, car rentals, cruises, rail tickets, travel insurance, destination services and event tickets. We provide our customers an easy-to-use booking experience across a wide variety of devices. Our global brand portfolio includes Orbitz.com and CheapTickets in the United States; ebookers in Europe; and HotelClub which focuses on the Asia Pacific region. We also own and operate Orbitz for Business, which is a corporate travel management company, and the Orbitz Partner Network, which delivers private label travel solutions to a broad range of partners. | |
Basis of Presentation | |
The accompanying condensed consolidated financial statements of Orbitz Worldwide, Inc. and subsidiaries (“Orbitz,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Certain information and note disclosures normally included in comprehensive annual financial statements presented in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. | |
Management believes that the accompanying condensed consolidated financial statements contain all adjustments, composed of normal recurring adjustments that are, in the opinion of management, necessary to present fairly the Company’s consolidated financial condition, results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our 2013 Annual Report on Form 10-K. | |
The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to matters that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Actual amounts may differ from these estimates. |
Acquisitions_Notes
Acquisitions (Notes) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions | ' | ||||
Acquisitions | |||||
On February 19, 2014, the Company entered into an asset sale and purchase agreement with Travelocity.com LP (“Travelocity”) for certain assets and contracts of the Travelocity Partner Network (“TPN”), which provides private label travel technology solutions for bank loyalty programs and online commerce sites. On February 28, 2014, the Company closed the transaction for cash consideration of $10.0 million with the potential for additional consideration of up to $10.0 million payable if post acquisition revenue targets in excess of agreed amounts (“Earn-Out”) for 2014 and 2015 are achieved, subject to reduction if the level of revenue received from the TPN business does not meet certain thresholds. The companies also entered into a transition services agreement, in which Travelocity will provide various services and support, and for which the Company will pay approximately $0.7 million and $1.9 million in 2014 and 2015, respectively. It has been determined that the transition services agreement is unfavorable compared with market conditions as of the purchase date and a net unfavorable contract liability of approximately $1.1 million has been established in conjunction with our preliminary allocation of purchase price. Transaction costs were incurred in connection with this acquisition of approximately $0.4 million for the three months ended December 31, 2013 and $0.4 million for the three months ended March 31, 2014 and are included in the Selling, general and administrative expenses in our Consolidated Statements of Operations for those periods. | |||||
The acquisition was accounted for pursuant to ASC 805, Business Combinations, which requires the acquired assets and liabilities to be recorded at fair value as of the acquisition date. The Company generally used the income approach to estimate fair values. Cash flows utilized in the valuation were discounted to their present value using a rate of return that includes the relative risk of not realizing the estimated cash flows and the time value of money. | |||||
The fair value of estimated Earn-Out was calculated based on various levels of revenue thresholds for each year and assigning an expected probability of reaching each level, and the corresponding payment. An average expected payout was calculated and discounted to the purchase date. At the end of each reporting period after the acquisition date, the Earn-Out will be re-measured to its fair value, with changes in fair value recorded in earnings. | |||||
The following table summarizes the preliminary purchase price and the preliminary allocation of the purchase price and is subject to revision as the Company finalizes it estimates: | |||||
Amount | |||||
Preliminary Purchase Price | (in thousands) | ||||
Consideration | |||||
Cash paid | $ | 10,000 | |||
Contingent consideration | 3,900 | ||||
Total | $ | 13,900 | |||
Preliminary allocation of Purchase Price | |||||
Property and equipment (software) | $ | 4,010 | |||
Finite-lived intangible assets - Customer relationships | 7,120 | ||||
Unfavorable contracts | (1,070 | ) | |||
Fair value of net assets acquired | 10,060 | ||||
Goodwill | 3,840 | ||||
Total | $ | 13,900 | |||
The amounts of TPN's revenue and pretax loss included in the condensed consolidated income statement for the three months ended March 31, 2014 was $4.7 million and $1.3 million, respectively. The revenue and earnings of the combined entity had the acquisition date been January 1, 2014 and January 1, 2013 are not available as the related business was not reported separately from that of Travelocity. | |||||
Our acquired finite-lived customer relationship assets will be amortized over their estimated useful lives of 5 years, using a straight-line basis. The property and equipment will be amortized over their estimated useful lives of 1.5 years. None of the goodwill recognized is expected to be deductible for income tax purposes. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Notes) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets | ' | |||||||
Goodwill and Intangible Assets | ||||||||
Goodwill and indefinite-lived intangible assets consist of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Goodwill and indefinite-lived intangible assets: | ||||||||
Goodwill | $ | 349,228 | $ | 345,388 | ||||
Trademarks and tradenames | 90,533 | 90,398 | ||||||
Goodwill relates to our U.S. subsidiaries and trademarks and tradenames are allocated among our subsidiaries, including foreign subsidiaries. As a result trademarks and tradenames are impacted by foreign currency translation each period. | ||||||||
The changes in the carrying amount of goodwill during the three months ended March 31, 2014 were as follows: | ||||||||
Amount | ||||||||
(in thousands) | ||||||||
Balance at January 1, 2014 | $ | 345,388 | ||||||
Goodwill acquired | 3,840 | |||||||
Balance at March 31, 2014 | $ | 349,228 | ||||||
Goodwill acquired during the first three months of fiscal year 2014 related to our acquisition of certain TPN assets. See Note 2 - Acquisitions. | ||||||||
We assess the carrying value of goodwill and other indefinite-lived intangible assets for impairment annually or more frequently whenever events occur and circumstances change indicating potential impairment. We perform our annual impairment testing of goodwill and other indefinite-lived intangibles assets as of December 31. | ||||||||
Amount | ||||||||
(in thousands) | ||||||||
Other Intangible Assets, Net | ||||||||
Balance at January 1, 2014, net of accumulated impairment of $4,604 | $ | 89 | ||||||
Amortization expense | (89 | ) | ||||||
Intangible assets acquired | 7,120 | |||||||
Balance at March 31, 2014 | $ | 7,120 | ||||||
Term_Loan_and_Revolving_Credit
Term Loan and Revolving Credit Facility | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Term Loan and Revolving Credit Facility | ' | |||
Term Loans and Revolving Credit Facility | ||||
Our $515.0 million senior secured credit facility (the “Credit Agreement”) consists of a $100.0 million term loan (“Tranche B Term Loan”) maturing September 25, 2017, a $350.0 million term loan (“Tranche C Term Loan”) maturing March 25, 2019 (collectively, the “Term Loans”) and the Revolver. See Note 14 - Subsequent Event. | ||||
Term Loans | ||||
The Tranche B Term Loan bears interest at a variable rate, at our option, of the Eurocurrency Rate plus a margin of 3.50% per annum, or the Base Rate plus 2.50% per annum. The Tranche C Term Loan bears interest at a variable rate, at our option, of the Eurocurrency Rate plus 4.75% per annum or the Base Rate plus 3.75% per annum. The Eurocurrency Rate is equal to the LIBOR rate as determined by the British Bankers Association (adjusted for any applicable statutory reserves as defined in the Credit Agreement) and with respect to the Term Loans shall not be less than 1.00% per annum. The Base Rate for any day is equal to the greater of (a) the Fed Funds Rate in effect plus 0.5%, (b) the Credit Suisse AG prime rate, and (c) the one-month Eurocurrency Rate. | ||||
The principal amounts of the Tranche B and Tranche C Term Loans are payable in quarterly installments of $2.5 million and $0.875 million, respectively, with the final installment of the remaining outstanding balance due at the applicable maturity date with respect to such Term Loans. In addition, we are required, subject to certain exceptions, to make payments on the Term Loans (a) annually in the first quarter of each fiscal year in an amount of 50% (which percentage will be reduced to 25% and 0% subject to achieving certain first lien leverage ratios) of the prior year’s excess cash flow, as defined in the Credit Agreement, (b) in an amount of 100% of net cash proceeds from asset sales subject to certain reinvestment rights and (c) in an amount of 100% of net cash proceeds of any issuance of debt other than debt permitted to be incurred under the Credit Agreement. | ||||
Based on our current financial projections for the year ending December 31, 2014, we estimate that we will be required to make a $27.6 million prepayment from excess cash flow in the first quarter of 2015. The amount of prepayment required is subject to change based on actual results, which could differ materially from our financial projections as of March 31, 2014. The potential amount of prepayment from excess cash flow that will be required beyond the first quarter of 2015 is not reasonably estimable as of March 31, 2014. | ||||
The change in the term loans during the three months ended March 31, 2014 was as follows: | ||||
Amount | ||||
(in thousands) | ||||
Balance at January 1, 2014 (current and non-current) | $ | 443,250 | ||
Scheduled principal payments of Term Loans | (3,375 | ) | ||
Balance at March 31, 2014 (current and non-current) | $ | 439,875 | ||
At March 31, 2014, the Term Loans had a variable interest rate based on LIBOR rates, resulting in a weighted-average interest rate of 5.49%, excluding the impact of the amortization of debt issuance costs. | ||||
The table below shows the aggregate maturities of the Term Loans over the remaining term of the Credit Agreement, excluding any mandatory prepayments that could be required under the Term Loans. | ||||
Year | (in thousands) | |||
2014 | $ | 10,125 | ||
2015 | 13,500 | |||
2016 | 13,500 | |||
2017 | 68,500 | |||
2018 | 3,500 | |||
Thereafter | 330,750 | |||
Total | $ | 439,875 | ||
Revolver | ||||
The Revolver provides for borrowings and letters of credit up to $65.0 million, through which our revolving lenders have agreed to issue up to $55.0 million in letters of credit. The Revolver bears interest at a variable rate, at our option, of the Eurocurrency Rate plus a margin of 5.50% per annum or the Base Rate plus a margin of 4.50% per annum. The margin is subject to step down by 0.25% per annum based on our total leverage ratio, as defined in the Credit Agreement. We pay a letter of credit fee in the amount of the Eurocurrency Rate on all outstanding letters of credit and we incur a facility fee of 0.50% per annum on all loans, letters of credit and any unused amounts on the Revolver. At March 31, 2014 there were no outstanding borrowings or letters of credit issued under the Revolver. | ||||
Credit Agreement Terms | ||||
The Term Loans and Revolver are both secured by substantially all of our domestic subsidiaries’ tangible and intangible assets, including a pledge of 100% of the outstanding capital stock or other equity interests of substantially all of our direct and indirect domestic subsidiaries and 65% of the capital stock or other equity interests of certain of our foreign subsidiaries, subject to certain exceptions. The Term Loans and Revolver are also guaranteed by substantially all of our domestic subsidiaries. | ||||
The Credit Agreement contains various customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness or enter into guarantees; enter into sale/leaseback transactions; make investments, loans or acquisitions; grant or incur liens on our assets; sell our assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make restricted payments. | ||||
The Credit Agreement requires us to maintain a minimum cash interest coverage ratio and not to exceed a maximum first lien leverage ratio, each as defined in the Credit Agreement. The minimum cash interest coverage ratio that we are required to maintain for the term of the Credit Agreement is 2.5 to 1. The maximum first lien leverage ratio that we were required not to exceed was 4.25 to 1 at March 31, 2014. As of March 31, 2014, we were in compliance with all financial covenants and conditions of the Credit Agreement. |
Tax_Sharing_Liability
Tax Sharing Liability | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Tax Sharing Liability [Abstract] | ' | |||
Tax Sharing Liability | ' | |||
Tax Sharing Liability | ||||
We have a liability included in our Condensed Consolidated Balance Sheets that relates to a tax sharing agreement between Orbitz and the Founding Airlines. As of March 31, 2014, the estimated remaining payments that may be due under this agreement were approximately $107.1 million. We estimated that the net present value of our obligation to pay tax benefits to the Founding Airlines was $82.8 million and $80.2 million at March 31, 2014 and December 31, 2013, respectively. The change in the tax sharing liability for the three months ended March 31, 2014 was as follows: | ||||
Amount | ||||
(in thousands) | ||||
Balance at January 1, 2014 (current and non-current) | $ | 80,191 | ||
Accretion of interest expense (a) | 2,605 | |||
Balance at March 31, 2014 (current and non-current) | $ | 82,796 | ||
(a) | We accreted interest expense related to the tax sharing liability of $2.6 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively. | |||
Based upon the estimated timing of future payments we expect to make, the current portion of the tax sharing liability of $12.3 million and $18.7 million was included in Accrued expenses in our Condensed Consolidated Balance Sheets at March 31, 2014 and December 31, 2013, respectively. The long-term portion of the tax sharing liability of $70.5 million and $61.5 million was reflected as Tax sharing liability in our Condensed Consolidated Balance Sheets at March 31, 2014 and December 31, 2013, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||
Commitments and Contingencies | ||||||||||||||||
Our contractual obligations as of March 31, 2014 did not materially change from the amounts set forth in our 2013 Annual Report on Form 10-K. | ||||||||||||||||
Company Litigation | ||||||||||||||||
We are involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, antitrust, intellectual property and other commercial, employment and tax matters. We believe that we have meritorious defenses, and we are vigorously defending against these claims, proceedings and inquiries. At March 31, 2014 and December 31, 2013, we had accruals of $6.0 million and $5.5 million related to various legal proceedings, respectively. Litigation is inherently unpredictable and, although we believe we have valid defenses in these matters, unfavorable resolutions could occur. Below, we have provided relevant information on these matters. | ||||||||||||||||
We are party to various cases brought by municipalities and other state and local governmental entities in the U.S. involving hotel occupancy or related taxes and our merchant hotel business model. Most of the cases were brought simultaneously against other OTCs, including Expedia, Travelocity and Priceline. Certain of these cases are class actions, some of which have been confirmed on a state-wide basis and some which are purported. The cases allege, among other things, that we violated the jurisdictions’ hotel occupancy tax ordinances, as well as related sales and use taxes. While not identical in their allegations, the cases generally assert similar claims, including violations of local or state occupancy tax ordinances, failure to pay sales or use tax, and in some cases, violations of consumer protection ordinances, conversion, unjust enrichment, imposition of a constructive trust, demand for a legal or equitable accounting, injunctive relief, declaratory judgment, and civil conspiracy. The plaintiffs seek relief in a variety of forms, including: declaratory judgment, full accounting of monies owed, imposition of a constructive trust, compensatory and punitive damages, disgorgement, restitution, interest, penalties and costs, attorneys’ fees, and where a class action has been claimed, an order certifying the action as a class action. An adverse ruling in one or more of these cases could require us to pay tax retroactively and prospectively and possibly pay interest, penalties and fines. The proliferation of additional cases could result in substantial additional defense costs. | ||||||||||||||||
We have also been contacted by several municipalities or other taxing bodies concerning our possible obligations with respect to state or local hotel occupancy or related taxes. The following taxing bodies have issued notices to the Company: 43 cities in California; Broomfield, Colorado Springs, Durango, Frisco, Glendale, Glenwood Springs, Golden, Grand Junction, Greeley, Greenwood Village, Lafayette, Lakewood, Littleton, Loveland, Silverthorne, and Steamboat Springs, Colorado; Arlington, Texas; Brunswick and Stanly, North Carolina; Davis, Summit, Salt Lake and Weber, Utah; the Arizona Department of Revenue; the New Mexico Department of Revenue; the Ohio Department of Taxation; Paradise Valley, Arizona; St. Louis, Missouri; Alabama Municipalities; the Louisiana Department of Revenue; the Vermont Department of Taxation; and the Maine Department of Revenue. These taxing authorities have not issued assessments, but have requested information to conduct an audit and/or have requested that the Company register to pay local hotel occupancy taxes. | ||||||||||||||||
The following taxing authorities have issued assessments which are not final and are subject to further review by the taxing authorities: the Colorado Department of Revenue; the City of Aurora, Colorado; the Maryland Comptroller; the Texas Comptroller; Lake County, Indiana; the Wisconsin Department of Revenue; and 12 taxing jurisdictions in Arizona. These assessments range from $0.02 million to approximately $5.8 million, and total approximately $8.4 million. | ||||||||||||||||
In addition, the Hawaii Department of Taxation issued an assessment of $16.9 million for the 2012 taxable year, which is not final and is subject to further review by the taxing authority. The 2012 assessment is in addition to the $58.0 million final assessments previously issued by the Hawaii Department of Taxation for prior years, more than $30.0 million of which was rejected by the Hawaii Tax Court of Appeals. Additionally, on December 9, 2013, the Hawaii Department of Taxation issued Notices of Final Assessments totaling $3.4 million against various Orbitz entities for General Excise Tax, penalties and interest for rental car transactions facilitated during the period of January 1, 2002, through December 31, 2012. None of the Hawaii assessments issued in 2011 through 2013 have been based on historical transaction data. | ||||||||||||||||
Assessments or declaratory rulings that are administratively final and subject to judicial review have been issued by the cities of San Francisco and San Diego, California; the city of Denver, Colorado; the counties of Miami-Dade, Broward, and Osceola, Florida; and the Indiana Department of Revenue. These assessments range from $0.2 million to approximately $3.2 million, and total approximately $7.8 million. Trial courts rejected the assessments in San Francisco and San Diego, California and Broward, Florida, which account for $5.3 million of this total. | ||||||||||||||||
The OTCs, including Orbitz, have prevailed in the large majority of hotel tax cases that have been decided to date, having obtained favorable judgments in more than two dozen cases. However, there have been certain adverse lower court decisions against Orbitz and the other OTCs that, if affirmed, could result in significant liability to the Company. | ||||||||||||||||
First, in July 2011, related to the City of San Antonio hotel occupancy tax case, the United States District Court for the Western District of Texas issued its findings of fact and conclusions of law in which it held the defendant OTCs, including Orbitz, liable for hotel occupancy taxes on markup, fees, and breakage revenue, and also imposed penalties and interest. On April 4, 2013, the Court entered judgment against Orbitz in the amount of approximately $4.3 million and post-judgment motions are still pending. The OTCs, including Orbitz, intend to appeal once the pending motions are ruled upon by the court. Because we do not believe a loss is probable given the numerous issues that exist on appeal, we have not accrued any liability related to this case. | ||||||||||||||||
Second, in September 2012, the Superior Court of the District of Columbia granted the District’s motion for partial summary judgment and denied the OTCs’ motion for summary judgment, finding the companies liable for sales tax on hotel reservations dating back to the inception of the merchant model. Although the Court acknowledged that the District had amended its law in 2011, and that the sales tax law was ambiguous prior to that time, the Court nonetheless found the OTCs liable for merchant model hotel reservations before that date. Because we believe that the Court’s finding of liability was the result of a misapplication of the law, we do not believe a loss is probable relating to the pre-amendment case and plan to appeal. Accordingly, we have not accrued any liability relating to the District of Columbia case for the period prior to July 2011. On March 25, 2014, Orbitz paid a judgment of $3.8 million, which represents the sales tax attributable to orbitz.com’s hotel reservations through December 31, 2011. This amount is subject to a refund if Orbitz prevails in its appeal. Although the Company expects to prevail on the issue of whether it is liable for sales tax before July 2011, it is possible that we will not prevail, and if that occurs, that amount of the judgment that we have not expensed is approximately $3.7 million. | ||||||||||||||||
Third, in January 2013, the Tax Court of Appeals in Hawaii ruled that the OTCs are subject to Hawaii’s general excise tax. The Court also determined that the “splitting provision” contained in the Hawaii general excise tax statute, which limits application of the tax to only the amounts that travel agents receive for their services, does not apply to the transactions at issue. On March 19, 2013, the Court issued an order in which it also imposed “failure to file” and “failure to pay” penalties on the OTCs. On August 15, 2013, the Hawaii Tax Appeal Court ruled that the OTCs were required to pay interest on penalties, and entered final judgment disposing of all issues and claims of all parties. On September 11, 2013, the OTCs filed their notice of appeal. Under Hawaii law, in order to appeal, Orbitz was required to pay the total amount of the final judgment to Hawaii prior to appealing the Court’s order. Accordingly, Orbitz made payments to Hawaii of $16.9 million in April 2013, and approximately$9.2 million to Hawaii in September 2013. These amounts reflected a determination of Orbitz’s liability for general excise tax (both on the amounts that it receives for its services and the amounts that the hotels receive for the rental of their rooms), interest, penalties, and interest on penalties. Although Orbitz disagrees with the Court’s rulings on general excise tax and intends to appeal them, we have recorded an expense of $4.2 million in light of the decision. The $4.2 million represents the amount Orbitz estimates it would owe if the Court had correctly applied the general excise tax splitting provision on merchant reservations through December 31, 2012 and a 25% failure to file penalty imposed on that figure. Orbitz has not reserved for the remainder of the ruling because it believes that the general excise tax splitting provision plainly applies to the transactions in question, and that the award of “failure to pay” penalties is entirely unsupported by the record in the case, and that interest on penalties should not have been awarded. Although we believe that it is not probable that Orbitz ultimately will be liable for more than $4.2 million as a result of the Court’s order, it is possible that Orbitz will not prevail, and if it does not, the amount of any final award of general excise tax, penalties and interest against Orbitz could exceed $26.0 million. | ||||||||||||||||
Fourth, in June 2013, the Circuit Court of Cook County granted in part the City of Chicago’s motion for summary judgment, concluding that the OTCs are subject to the City’s accommodations tax ordinance. The Court has not yet made any determination as to damages. Although we disagree with the Court’s decision, we have accrued approximately $1.5 million for this matter, which represents our estimate of potential liability since 2008, when the City amended its ordinance in an effort to impose accommodations tax on the money that OTCs receive for the services they provide. If the Court’s decision is affirmed in all respects, however, it is possible that Orbitz could be found to owe approximately $2.4 million. | ||||||||||||||||
In an unrelated matter, Trilegiant Corporation filed an action for breach of contract and declaratory judgment in the Supreme Court of New York against us, alleging that we are obligated to make a series of termination payments arising out of a promotion agreement that we terminated in 2007. In 2007, we accrued the present value of the termination payments and in 2010 we ceased making termination payments due to a dispute with Trilegiant. On October 2, 2013, the Court denied Orbitz’s motion for summary judgment on one of its affirmative defenses, and on December 24, 2013, the court rejected most of our remaining defenses. As of March 31, 2014, we had an accrual totaling $13.2 million, which includes $1.5 million for potential interest. | ||||||||||||||||
On August 20, 2012, a putative consumer class action was filed in the United States District Court for the Northern District of California against certain major hotel chains, and the leading OTCs, including Orbitz. The complaint alleged that the hotel chains and OTCs, including Orbitz, violated antitrust and consumer protection laws by entering into agreements in which OTCs agree not to facilitate the reservation of hotel rooms at prices that are less than those found on the hotel chain websites. Following the filing of the initial complaint on August 20, 2012, several dozen additional putative consumer class action complaints were filed in federal courts across the country. These cases were then consolidated for pretrial purposes by the Judicial Panel on Multi-District Litigation and transferred to the United States District Court for the Northern District of Texas. On May 1, 2013, counsel for the Lead Plaintiff filed a Consolidated Amended Complaint. On July 1, 2013, we filed a motion to dismiss the Consolidated Amended Complaint. On February 16, 2014, the District Court granted our motion to dismiss all of the Claims in the Consolidated Amended Complaint without prejudice. We cannot currently estimate a range of our potential loss if we do not prevail in this litigation. | ||||||||||||||||
We cannot estimate our aggregate range of loss in the cases for which we have not recorded an accrual, except to the extent taxing authorities have issued assessments against us. Although we believe it is unlikely that an adverse outcome will result from these proceedings, an adverse outcome could be material to us with respect to earnings or cash flows in any given reporting period. | ||||||||||||||||
Financing Arrangements | ||||||||||||||||
We are required to issue letters of credit and similar instruments to support certain suppliers, commercial agreements, leases and non-U.S. regulatory and governmental agencies primarily to satisfy consumer protection requirements. We believe we have access to sufficient letter of credit availability to meet our short- and long-term requirements through a combination of $50.0 million in proceeds from our March 2013 refinancing held as restricted cash and designated to be used to cash collateralize letters of credit or similar instruments, our $65.0 million revolving credit facility through which our revolving lenders have agreed to issue up to $55.0 million in letters of credit, our $25.0 million multi-currency letter of credit facility, and cash from our balance sheet which can be used to support letters of credit and similar instruments. | ||||||||||||||||
The following table shows the amount of letters of credit and similar instruments outstanding by facility, as well as the amounts of our restricted cash balances: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
Letters of Credit and Other Credit Support | Restricted Cash | Letters of Credit and Other Credit Support | Restricted Cash | |||||||||||||
(in thousands) | ||||||||||||||||
Multi-currency letter of credit facility | $ | 21,909 | $ | 22,733 | $ | 21,863 | $ | 22,670 | ||||||||
Uncommitted letter of credit facilities and surety bonds | 92,405 | 97,475 | 91,033 | 96,091 | ||||||||||||
Total | $ | 114,314 | $ | 120,208 | $ | 112,896 | $ | 118,761 | ||||||||
Total letter of credit fees were less than $0.1 million and $1.8 million for the three months ended March 31, 2014 and 2013. |
EquityBased_Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Equity-based Compensation | ' |
Equity-Based Compensation | |
We issue share-based awards under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended (the “Plan”). The Plan provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity-based awards to our directors, officers and other employees, advisors and consultants who are selected by the Compensation Committee of the Board of Directors for participation in the Plan. As of March 31, 2014, 4,655,507 shares were available for future issuance under the Plan. | |
Restricted Stock Units | |
We granted 972,770 restricted stock units (“RSUs”) during the three months ended March 31, 2014 with a weighted-average grant date fair value per share of $9.66. The fair value of RSUs is amortized on a straight-line basis over the requisite service period of four years. | |
Performance-Based Restricted Stock Units | |
We granted 136,815 performance-based restricted stock units with a fair value per share of $9.72 and 273,630 market-based restricted stock units with a fair value per share of between $11.89 and $16.32 (“PSUs”) in March 2014 to certain of our executive officers. The PSUs entitle the executives to receive one share of our common stock for each PSU earned, subject to the satisfaction of three performance metrics over a three year basis. Each metric will be equally weighted, with the ability to earn between 25% to 200% of target based on a straight-line interpolation of the criteria. The performance-based condition requires that the Company attain certain performance metrics for the three year period ended December 31, 2016 and market-based conditions require that the Company achieve a certain absolute shareholder return and a certain relative shareholder return at the conclusion of the three year measurement period. If the minimum performance criteria is not met, each PSU will be forfeited. If these minimum conditions are met, the PSUs earned will cliff vest three years after the grant date. The fair value of the market-based conditions was measured using a Monte Carlo simulation for sampling random outcomes. | |
As of March 31, 2014, we expect that the performance-based condition PSUs will be satisfied at their target level, and the fair value of the market-based condition PSUs is being amortized on a graded basis over the requisite service period of each vesting tranche. | |
Non-Employee Directors Deferred Compensation Plan | |
We granted 6,964 deferred stock units to our non-employee directors during the three months ended March 31, 2014 with a weighted-average grant date fair value per share of $7.84. These deferred stock units are issued as restricted stock units under the Plan and are immediately vested and non-forfeitable and expensed on the grant date at their fair value. | |
Compensation Expense | |
We recognized total equity-based compensation expense of $2.9 million and $2.6 million for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, a total of $12.8 million of unrecognized compensation costs related to unvested restricted stock units, unvested stock options and unvested PSUs are expected to be recognized over the remaining weighted-average period of 2.4 years. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||||||
Interest Rate Hedges | ||||||||||||||||||||||||
At March 31, 2014, we had the following interest rate swaps outstanding that will effectively convert $200.0 million of term loans from a variable rate to a fixed interest rate once they become effective. We will pay a fixed interest rate on the notional amount and in exchange receive a variable interest rate based on the one-month LIBOR rate. The Company does not use derivatives for speculative or trading purposes. | ||||||||||||||||||||||||
Notional Amount | Effective Date | Maturity Date | Fixed Interest | Variable Interest | ||||||||||||||||||||
Rate Paid | Rate Received | |||||||||||||||||||||||
$100.0 million | August 29, 2014 | August 31, 2016 | 1.11% | One-month LIBOR | ||||||||||||||||||||
$100.0 million | August 29, 2014 | August 31, 2016 | 1.15% | One-month LIBOR | ||||||||||||||||||||
The Company entered into interest rate derivative contracts to protect against volatility of future cash flows of the variable interest payments on the Credit Agreement. These derivative contracts are economic hedges and are not designated as cash flow hedges. The Company marks-to-market these instruments and records the changes in the fair value of these items in Net interest expense in the Company’s Condensed Consolidated Statements of Operations, and recognizes the unrealized gain or loss in other non-current assets or liabilities. Unrealized losses of $1.6 million and $0 were recognized at March 31, 2014 and 2013, respectively. | ||||||||||||||||||||||||
The following table summarizes the location and fair value of derivative instruments on the Company’s Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||
Balance Sheet Location | March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Interest rate swaps not designated as hedging instruments | Other non-current liabilities | $ | 1,550 | $ | 1,205 | |||||||||||||||||||
The interest rate swaps designated as hedging instruments were reflected in our Condensed Consolidated Balance Sheets at market value. The corresponding market adjustment related to the hedging instruments was recorded to accumulated other comprehensive income (“AOCI”) and the adjustment related to the instruments not designated as hedging was recorded as Net interest expense in the Company's Consolidated Statements of Operations. | ||||||||||||||||||||||||
The following table shows the market adjustments of swaps recorded during the three months ended March 31, 2014 and 2013: | ||||||||||||||||||||||||
Gain in Other Comprehensive Income | (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Gain/(Loss) Recognized in Income (Ineffective Portion and the Amount Excluded from Effectiveness Testing) | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Interest rate swaps designated as hedging instruments | $ | — | $ | 276 | $ | — | $ | (277 | ) | $ | — | $ | — | |||||||||||
Foreign Currency Hedges | ||||||||||||||||||||||||
We enter into foreign currency contracts to manage our exposure to changes in the foreign currency associated with foreign currency receivables, payables and intercompany transactions. We primarily hedge our foreign currency exposure to the Pound sterling and the Australian dollar. As of March 31, 2014, we had foreign currency contracts outstanding with a total net notional amount of $322.9 million, all of which subsequently matured. The foreign currency contracts do not qualify for hedge accounting treatment; accordingly, changes in the fair value of the foreign currency contracts are reflected in net income as a component of Selling, general and administrative expense in our Condensed Consolidated Statements of Operations. | ||||||||||||||||||||||||
The following table shows the fair value of our foreign currency hedges: | ||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||
Balance Sheet Location | March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Liability Derivatives: | ||||||||||||||||||||||||
Foreign currency hedges | Other current liabilities | $ | 2,097 | $ | 1,412 | |||||||||||||||||||
The following table shows the changes in the fair value of our foreign currency contracts which were recorded as a gain/(loss) in selling, general and administrative expense: | ||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Foreign currency hedges (a) | $ | (4,869 | ) | $ | 9,476 | |||||||||||||||||||
(a) | We recorded transaction gains/(losses) associated with the re-measurement and settlement of our foreign denominated assets and liabilities of $2.8 million and $(11.1) million for the three months ended March 31, 2014 and 2013, respectively. These transaction gains and losses were included in selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The net impact of these transaction gains and losses, together with the gains and losses incurred on our foreign currency hedges, were gains/(losses) of $(2.1) million and $(1.6) million for the three months ended March 31, 2014 and 2013, respectively. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income/(Loss) (Notes) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Accumulated Other Comprehensive Income [Abstract] | ' | |||||||||||||||
Accumulated Other Comprehensive Income/(Loss) | ' | |||||||||||||||
Accumulated Other Comprehensive Income/(Loss) | ||||||||||||||||
AOCI is comprised of currency translation adjustments and unrealized gains/(losses) on interest rate swaps. The change in AOCI by component for the three months ended March 31, 2014 and 2013 was as follows: | ||||||||||||||||
Currency Translation Adjustment | Interest Rate Swaps | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Balance at January 1, | $ | 3,016 | $ | (4,786 | ) | $ | — | $ | 2,282 | |||||||
Other comprehensive income before reclassifications | (3,554 | ) | 10,164 | — | (1 | ) | ||||||||||
Amounts reclassified from AOCI | — | — | — | (2,281 | ) | |||||||||||
Net current-period other comprehensive income (a) | (3,554 | ) | 10,164 | — | (2,282 | ) | ||||||||||
Balance at March 31, | $ | (538 | ) | $ | 5,378 | $ | — | $ | — | |||||||
(a) | Amounts are disclosed net of tax. | |||||||||||||||
The amounts above reclassified from AOCI related to interest rate swaps were included in the Condensed Consolidated Statements of Operations line items as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||
Net interest expense | $ | — | $ | 277 | ||||||||||||
Provision/(benefit) for income taxes | — | (2,558 | ) | |||||||||||||
Total | $ | — | $ | (2,281 | ) | |||||||||||
Net_IncomeLoss_per_Share
Net Income/(Loss) per Share | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Net Income per Share | ' | |||||
Net Income/(Loss) per Share | ||||||
We calculate basic net income/(loss) per share by dividing the net income/(loss) for the period by the weighted-average number of shares outstanding during the period. Diluted net income/(loss) per share is calculated by dividing the net income/(loss) for the period by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are determined by the application of the treasury stock method. | ||||||
The following table presents the weighted-average shares outstanding used in the calculation of net income/(loss) per share: | ||||||
Three Months Ended March 31, | ||||||
Weighted-Average Shares Outstanding | 2014 | 2013 | ||||
Basic | 109,593,798 | 106,294,089 | ||||
Diluted effect of: | ||||||
Restricted stock units | — | 1,729,239 | ||||
Performance-based restricted stock units | — | 938,201 | ||||
Stock options | — | 854 | ||||
Diluted | 109,593,798 | 108,962,383 | ||||
The following equity awards were not included in the diluted net income/(loss) per share calculation because they would have had an antidilutive effect: | ||||||
Three Months Ended March 31, | ||||||
Antidilutive Equity Awards | 2014 | 2013 | ||||
Restricted stock units | 4,200,419 | 73,500 | ||||
Performance-based restricted stock units | 3,197,276 | 543,333 | ||||
Stock options | 1,232,861 | 2,697,350 | ||||
Total | 8,630,556 | 3,314,183 | ||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions | ' | |||||||
Related Party Transactions | ||||||||
Related Party Transactions with Travelport and its Subsidiaries | ||||||||
We had amounts due from Travelport of $18.0 million and $12.3 million at March 31, 2014 and December 31, 2013, respectively. Amounts due to or from Travelport are generally settled on a net basis. | ||||||||
The following table summarizes the related party transactions with Travelport and its subsidiaries, reflected in our Condensed Consolidated Statements of Operations: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Net revenue (a) | $ | 24,308 | $ | 22,939 | ||||
Cost of revenue | $ | 8 | $ | (50 | ) | |||
Selling, general and administrative expense | $ | — | $ | 45 | ||||
Marketing expense | $ | 20 | $ | 8 | ||||
Interest expense (b) | $ | — | $ | 1,712 | ||||
(a) | Net revenue includes incentive revenue for segments processed through Galileo and Worldspan, both of which are subsidiaries of Travelport. This incentive revenue accounted for more than 10% of our total net revenue. | |||||||
(b) | Interest expense relates to letters of credit issued on our behalf by Travelport (see Note 6 - Commitments and Contingencies). | |||||||
On February 4, 2014, the Company entered into an agreement with Travelport for the provision of GDS services, which terminates and replaces our prior Travelport GDS service agreement (the “New Travelport Service Agreement”). | ||||||||
Under the New Travelport GDS Service Agreement, Orbitz is obligated in 2014 to use only Travelport GDSs for all air and car segments booked on its domestic agencies and is subject to certain other exclusivity obligations for its segments booked in Europe and other markets as defined in the New Travelport GDS Service Agreement. On January 29, 2014, the Audit Committee of the Board of Directors had approved the New Travelport Service Agreement and authorized the execution of such agreement, pursuant to a delegation by the Company's Board of Directors on August 13, 2013. | ||||||||
The Company is required to pay a fee for each segment that is not booked through Travelport GDSs in 2014 subject to exclusivity obligations discussed above. However beginning January 1, 2015, the Company will no longer be subject to exclusivity obligations. Under the GDS Agreement beginning in 2015, we are obligated to provide certain levels of volume over the contract period and may be subject to pay shortfall payments in certain cases if we fail to meet volume commitments. The agreement terminates on December 31, 2018. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||||||||||||
The following table shows the fair value of our liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, which are classified as Other current liabilities and Other non-current liabilities in our Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Total | Quoted prices in | Significant | Significant unobservable | Total | Quoted prices in | Significant | Significant | |||||||||||||||||||||||||
active markets | other | inputs | active markets | other | unobservable | |||||||||||||||||||||||||||
(Level 1) | observable | (Level 3) | (Level 1) | observable | inputs | |||||||||||||||||||||||||||
inputs | inputs | (Level 3) | ||||||||||||||||||||||||||||||
(Level 2) | (Level 2) | |||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign currency derivative liabilities | $ | 2,097 | $ | 2,097 | $ | — | $ | — | $ | 1,412 | $ | 1,412 | $ | — | $ | — | ||||||||||||||||
Interest rate swap liabilities | $ | 1,550 | $ | — | $ | 1,550 | $ | — | $ | 1,205 | $ | — | $ | 1,205 | $ | — | ||||||||||||||||
We value our foreign currency hedges based on the difference between the foreign currency contract rate and widely available foreign currency rates as of the measurement date. Our foreign currency hedges are short-term in nature, generally maturing within 30 days. We value our interest rate swaps using valuations that are calibrated to the initial trade prices. Using a market-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rates, credit spreads and volatilities. | ||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||||||||||
For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued merchant payable and accrued expenses, the carrying value approximates or equals fair value due to their short-term nature. | ||||||||||||||||||||||||||||||||
The carrying value of the Term Loans was $439.9 million at March 31, 2014, compared with a fair value of $445.1 million. At December 31, 2013, the carrying value of the term loan as part of the 2013 Credit Agreement was $443.3 million compared with a fair value of $446.8 million. The fair values were determined based on quoted market ask prices, which is classified as a Level 2 measurement. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
We recorded tax expense of $7.3 million for the three months ended March 31, 2014. The tax expense for the three months ended March 31, 2014 was primarily due to U.S. based income for which the federal tax liability is deferred. The net deferred tax assets at March 31, 2014 and December 31, 2013 amounted to $165.5 million and $171.8 million, respectively. The substantial majority of the net deferred tax assets relate to U.S. federal taxes. | |
We have established a liability for future income tax contingencies and liabilities, referred to as unrecognized tax benefits of $3.6 million as of March 31, 2014 and December 31, 2013, respectively, that management believes to be adequate. This liability represents the additional taxes that may be paid when the related items are resolved. The total amount of unrecognized benefits that, if recognized, would affect our effective tax rate was $3.6 million and $3.5 million at March 31, 2014 and December 31, 2013. During the next twelve months, we anticipate no reduction to this liability due to the lapsing of statutes of limitations, which would affect our effective tax rate. | |
In computing the tax provision for the three months ended March 31, 2014, we recognized an income tax provision in tax jurisdictions in which we had pre-tax income for the period and are expecting to generate pre-tax book income during the remainder of fiscal year 2014. We recognized an income tax benefit in tax jurisdictions in which we incurred pre-tax losses for the three months ended March 31, 2014, and we expect to be able to realize the benefits associated with these losses during the remainder of fiscal year 2014 or we expect to recognize a deferred tax asset related to such losses at December 31, 2014. Our effective tax rate differs significantly from the U.S. federal statutory rate as we have not recognized any tax benefit for losses in certain jurisdictions that we expect will not be realized and for which we have previously established a valuation allowance against the deferred tax assets. | |
In July 2013, the Financial Accounting Standards Board issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 clarified guidance and eliminated diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance became effective for reporting periods beginning on or after December 15, 2013; accordingly, the Company implemented ASU 2013-11 effective January 1, 2014. The impact on the Company's condensed consolidated financial statements from applying this new guidance was immaterial. |
Subsequent_Event_Notes
Subsequent Event (Notes) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
Subsequent Event | |
On April 15, 2014 the Company entered into an amendment (the “Amendment”) to its senior secured credit agreement dated March 25, 2013, as amended on May 24, 2013 (the “Existing Credit Agreement”) and as amended by the Amendment, the (“Amended Credit Agreement”). | |
The Amendment provides for (i) refinancing term loans in an aggregate principal amount of $450.0 million with an April 15, 2021 maturity date and (ii) a revolving credit facility in an aggregate amount of $80.0 million with an April 15, 2019 maturity date. The proceeds from the refinancing term loans were used to repay all outstanding term loans under the Existing Credit Agreement in their entirety, to pay fees and expenses incurred in connection with the Amendment, and for general corporate purposes. | |
Interest on the refinancing term loans will accrue, at the Company’s option, at the Eurocurrency Rate (as defined in the Amended Credit Agreement) with a floor of 1.0% plus 3.50% per annum or at the Base Rate (as defined in the Amended Credit Agreement) plus 2.50%. Interest on revolving loans will accrue, at the Company’s option, at the Eurocurrency Rate (without a floor) plus 3.00% or at the Base Rate plus 2.00%. | |
In addition, the Amendment (i) eliminates the interest coverage ratio financial maintenance covenant, (ii) increases the maximum first lien leverage ratio financial maintenance covenant, (iii) permits incremental term loans and revolving commitments in addition to amount in existing credit agreement subject to pro forma compliance with a first lien ration coverage, (iv) increases the amount of additional revolving credit commitments permitted and (v) increases certain basket exceptions under, and adds certain additional exceptions under, certain negative covenants in the amended credit agreement. |
Basis_of_Presentation_Signific
Basis of Presentation Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation [Abstract] | ' |
Basis of Accounting [Text Block] | ' |
The accompanying condensed consolidated financial statements of Orbitz Worldwide, Inc. and subsidiaries (“Orbitz,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Certain information and note disclosures normally included in comprehensive annual financial statements presented in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. | |
Management believes that the accompanying condensed consolidated financial statements contain all adjustments, composed of normal recurring adjustments that are, in the opinion of management, necessary to present fairly the Company’s consolidated financial condition, results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our 2013 Annual Report on Form 10-K. | |
The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to matters that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Actual amounts may differ from these estimates. | |
Use of Estimates, Policy [Policy Text Block] | ' |
The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to matters that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Actual amounts may differ from these estimates. |
Net_IncomeLoss_per_Share_Signi
Net Income/(Loss) per Share Significant Accounting Policy (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Earnings Per Share, Policy [Policy Text Block] | ' |
We calculate basic net income/(loss) per share by dividing the net income/(loss) for the period by the weighted-average number of shares outstanding during the period. Diluted net income/(loss) per share is calculated by dividing the net income/(loss) for the period by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are determined by the application of the treasury stock method. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions, Preliminary Purchase Price and Preliminary Allocation | ' | ||||
The following table summarizes the preliminary purchase price and the preliminary allocation of the purchase price and is subject to revision as the Company finalizes it estimates: | |||||
Amount | |||||
Preliminary Purchase Price | (in thousands) | ||||
Consideration | |||||
Cash paid | $ | 10,000 | |||
Contingent consideration | 3,900 | ||||
Total | $ | 13,900 | |||
Preliminary allocation of Purchase Price | |||||
Property and equipment (software) | $ | 4,010 | |||
Finite-lived intangible assets - Customer relationships | 7,120 | ||||
Unfavorable contracts | (1,070 | ) | |||
Fair value of net assets acquired | 10,060 | ||||
Goodwill | 3,840 | ||||
Total | $ | 13,900 | |||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Indefinite-lived Intangible Assets | ' | |||||||
Goodwill and indefinite-lived intangible assets consist of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Goodwill and indefinite-lived intangible assets: | ||||||||
Goodwill | $ | 349,228 | $ | 345,388 | ||||
Trademarks and tradenames | 90,533 | 90,398 | ||||||
Schedule of Goodwill | ' | |||||||
The changes in the carrying amount of goodwill during the three months ended March 31, 2014 were as follows: | ||||||||
Amount | ||||||||
(in thousands) | ||||||||
Balance at January 1, 2014 | $ | 345,388 | ||||||
Goodwill acquired | 3,840 | |||||||
Balance at March 31, 2014 | $ | 349,228 | ||||||
Schedule of Other Intangible Assets, Net | ' | |||||||
Amount | ||||||||
(in thousands) | ||||||||
Other Intangible Assets, Net | ||||||||
Balance at January 1, 2014, net of accumulated impairment of $4,604 | $ | 89 | ||||||
Amortization expense | (89 | ) | ||||||
Intangible assets acquired | 7,120 | |||||||
Balance at March 31, 2014 | $ | 7,120 | ||||||
Term_Loan_and_Revolving_Credit1
Term Loan and Revolving Credit Facility (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||
The change in the term loans during the three months ended March 31, 2014 was as follows: | ||||
Amount | ||||
(in thousands) | ||||
Balance at January 1, 2014 (current and non-current) | $ | 443,250 | ||
Scheduled principal payments of Term Loans | (3,375 | ) | ||
Balance at March 31, 2014 (current and non-current) | $ | 439,875 | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||
The table below shows the aggregate maturities of the Term Loans over the remaining term of the Credit Agreement, excluding any mandatory prepayments that could be required under the Term Loans. | ||||
Year | (in thousands) | |||
2014 | $ | 10,125 | ||
2015 | 13,500 | |||
2016 | 13,500 | |||
2017 | 68,500 | |||
2018 | 3,500 | |||
Thereafter | 330,750 | |||
Total | $ | 439,875 | ||
Tax_Sharing_Liability_Tables
Tax Sharing Liability (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Tax Sharing Liability [Abstract] | ' | |||
Tax Sharing Liability [Table Text Block] | ' | |||
The change in the tax sharing liability for the three months ended March 31, 2014 was as follows: | ||||
Amount | ||||
(in thousands) | ||||
Balance at January 1, 2014 (current and non-current) | $ | 80,191 | ||
Accretion of interest expense (a) | 2,605 | |||
Balance at March 31, 2014 (current and non-current) | $ | 82,796 | ||
(a) | We accreted interest expense related to the tax sharing liability of $2.6 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Restricted Cash and Cash Equivalents [Table Text Block] | ' | |||||||||||||||
e following table shows the amount of letters of credit and similar instruments outstanding by facility, as well as the amounts of our restricted cash balances: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
Letters of Credit and Other Credit Support | Restricted Cash | Letters of Credit and Other Credit Support | Restricted Cash | |||||||||||||
(in thousands) | ||||||||||||||||
Multi-currency letter of credit facility | $ | 21,909 | $ | 22,733 | $ | 21,863 | $ | 22,670 | ||||||||
Uncommitted letter of credit facilities and surety bonds | 92,405 | 97,475 | 91,033 | 96,091 | ||||||||||||
Total | $ | 114,314 | $ | 120,208 | $ | 112,896 | $ | 118,761 | ||||||||
To |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | ' | |||||||||||||||||||||||
Notional Amount | Effective Date | Maturity Date | Fixed Interest | Variable Interest | ||||||||||||||||||||
Rate Paid | Rate Received | |||||||||||||||||||||||
$100.0 million | August 29, 2014 | August 31, 2016 | 1.11% | One-month LIBOR | ||||||||||||||||||||
$100.0 million | August 29, 2014 | August 31, 2016 | 1.15% | One-month LIBOR | ||||||||||||||||||||
Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location | ' | |||||||||||||||||||||||
The following table summarizes the location and fair value of derivative instruments on the Company’s Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||
Balance Sheet Location | March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Interest rate swaps not designated as hedging instruments | Other non-current liabilities | $ | 1,550 | $ | 1,205 | |||||||||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ' | |||||||||||||||||||||||
The following table shows the market adjustments of swaps recorded during the three months ended March 31, 2014 and 2013: | ||||||||||||||||||||||||
Gain in Other Comprehensive Income | (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Gain/(Loss) Recognized in Income (Ineffective Portion and the Amount Excluded from Effectiveness Testing) | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Interest rate swaps designated as hedging instruments | $ | — | $ | 276 | $ | — | $ | (277 | ) | $ | — | $ | — | |||||||||||
Schedule of the Changes in the Fair Value of Foreign Currency Contracts | ' | |||||||||||||||||||||||
The following table shows the fair value of our foreign currency hedges: | ||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||
Balance Sheet Location | March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Liability Derivatives: | ||||||||||||||||||||||||
Foreign currency hedges | Other current liabilities | $ | 2,097 | $ | 1,412 | |||||||||||||||||||
The following table shows the changes in the fair value of our foreign currency contracts which were recorded as a gain/(loss) in selling, general and administrative expense: | ||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Foreign currency hedges (a) | $ | (4,869 | ) | $ | 9,476 | |||||||||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income/(Loss) (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Accumulated Other Comprehensive Income [Abstract] | ' | |||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||
The change in AOCI by component for the three months ended March 31, 2014 and 2013 was as follows: | ||||||||||||||||
Currency Translation Adjustment | Interest Rate Swaps | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Balance at January 1, | $ | 3,016 | $ | (4,786 | ) | $ | — | $ | 2,282 | |||||||
Other comprehensive income before reclassifications | (3,554 | ) | 10,164 | — | (1 | ) | ||||||||||
Amounts reclassified from AOCI | — | — | — | (2,281 | ) | |||||||||||
Net current-period other comprehensive income (a) | (3,554 | ) | 10,164 | — | (2,282 | ) | ||||||||||
Balance at March 31, | $ | (538 | ) | $ | 5,378 | $ | — | $ | — | |||||||
(a) | Amounts are disclosed net of tax. | |||||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | ' | |||||||||||||||
The amounts above reclassified from AOCI related to interest rate swaps were included in the Condensed Consolidated Statements of Operations line items as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||
Net interest expense | $ | — | $ | 277 | ||||||||||||
Provision/(benefit) for income taxes | — | (2,558 | ) | |||||||||||||
Total | $ | — | $ | (2,281 | ) | |||||||||||
Net_IncomeLoss_per_Share_Table
Net Income/(Loss) per Share (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Schedule of Weighted Average Number of Shares [Table Text Block] | ' | |||||
The following table presents the weighted-average shares outstanding used in the calculation of net income/(loss) per share: | ||||||
Three Months Ended March 31, | ||||||
Weighted-Average Shares Outstanding | 2014 | 2013 | ||||
Basic | 109,593,798 | 106,294,089 | ||||
Diluted effect of: | ||||||
Restricted stock units | — | 1,729,239 | ||||
Performance-based restricted stock units | — | 938,201 | ||||
Stock options | — | 854 | ||||
Diluted | 109,593,798 | 108,962,383 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||
The following equity awards were not included in the diluted net income/(loss) per share calculation because they would have had an antidilutive effect: | ||||||
Three Months Ended March 31, | ||||||
Antidilutive Equity Awards | 2014 | 2013 | ||||
Restricted stock units | 4,200,419 | 73,500 | ||||
Performance-based restricted stock units | 3,197,276 | 543,333 | ||||
Stock options | 1,232,861 | 2,697,350 | ||||
Total | 8,630,556 | 3,314,183 | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions Parent [Table Text Block] | ' | |||||||
The following table summarizes the related party transactions with Travelport and its subsidiaries, reflected in our Condensed Consolidated Statements of Operations: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Net revenue (a) | $ | 24,308 | $ | 22,939 | ||||
Cost of revenue | $ | 8 | $ | (50 | ) | |||
Selling, general and administrative expense | $ | — | $ | 45 | ||||
Marketing expense | $ | 20 | $ | 8 | ||||
Interest expense (b) | $ | — | $ | 1,712 | ||||
(a) | Net revenue includes incentive revenue for segments processed through Galileo and Worldspan, both of which are subsidiaries of Travelport. This incentive revenue accounted for more than 10% of our total net revenue. | |||||||
(b) | Interest expense relates to letters of credit issued on our behalf by Travelport (see Note 6 - Commitments and Contingencies). |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||||||||||||||||||
The following table shows the fair value of our liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, which are classified as Other current liabilities and Other non-current liabilities in our Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Total | Quoted prices in | Significant | Significant unobservable | Total | Quoted prices in | Significant | Significant | |||||||||||||||||||||||||
active markets | other | inputs | active markets | other | unobservable | |||||||||||||||||||||||||||
(Level 1) | observable | (Level 3) | (Level 1) | observable | inputs | |||||||||||||||||||||||||||
inputs | inputs | (Level 3) | ||||||||||||||||||||||||||||||
(Level 2) | (Level 2) | |||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign currency derivative liabilities | $ | 2,097 | $ | 2,097 | $ | — | $ | — | $ | 1,412 | $ | 1,412 | $ | — | $ | — | ||||||||||||||||
Interest rate swap liabilities | $ | 1,550 | $ | — | $ | 1,550 | $ | — | $ | 1,205 | $ | — | $ | 1,205 | $ | — | ||||||||||||||||
Basis_of_Presentation_Narrativ
Basis of Presentation Narrative (Details) | Mar. 31, 2014 | Dec. 31, 2013 |
Rate | Rate | |
Basis of Presentation [Abstract] | ' | ' |
Common Stock, Shares, Outstanding | 109,134,094 | 108,372,390 |
Shares beneficially owned by parent, percentage | 48.00% | 48.00% |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Sep. 30, 2013 | Mar. 31, 2013 | Feb. 19, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Travelocity Partner Network [Member] | Travelocity Partner Network [Member] | Travelocity Partner Network [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Cash paid | ' | ' | $10,000,000 | ' | ' |
Business combination, potential for additional consideration | ' | ' | 10,000,000 | ' | ' |
Business combination, transition services agreement, estimated payment amount, 2014 | ' | ' | 700,000 | ' | ' |
Business combination, transition services agreement, estimated payment amount, 2015 | ' | ' | 1,900,000 | ' | ' |
Business combination, net unfavorable contract liability | ' | ' | 1,070,000 | ' | ' |
Business combination, transaction costs recognized during the period | ' | ' | ' | 400,000 | 400,000 |
Net revenue | 210,255,000 | 202,860,000 | ' | 4,700,000 | ' |
Income (loss) before income taxes | $1,320,000 | ($12,339,000) | ' | $1,300,000 | ' |
Finite-lived customer relationship assets, estimated useful lives | ' | ' | '5 years | ' | ' |
Property and equipment, estimated useful lives | ' | ' | '1 year 6 months | ' | ' |
Acquisitions_Preliminary_Purch
Acquisitions (Preliminary Purchase Price and Preliminary Allocation) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 19, 2014 |
In Thousands, unless otherwise specified | Travelocity Partner Network [Member] | ||
Preliminary Purchase Price | ' | ' | ' |
Cash paid | ' | ' | $10,000 |
Contingent consideration | ' | ' | 3,900 |
Total | ' | ' | 13,900 |
Preliminary allocation of Purchase Price | ' | ' | ' |
Property and equipment (software) | ' | ' | 4,010 |
Finite-lived intangible assets - Customer relationships | ' | ' | 7,120 |
Unfavorable contracts | ' | ' | -1,070 |
Fair value of net assets acquired | ' | ' | 10,060 |
Goodwill | 349,228 | 345,388 | 3,840 |
Total | ' | ' | $13,900 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Goodwill and Indefinite-lived Intangible Assets) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Goodwill | $349,228 | $345,388 |
Trademarks and trade names | $90,533 | $90,398 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Carrying Amount of Goodwill) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Roll Forward] | ' |
Goodwill, beginning of period | $345,388 |
Goodwill acquired | 3,840 |
Goodwill, end of period | $349,228 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Other Intangible Assets, Net) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Other Intangible Assets, Net | ' |
Finite-lived intangible assets, net, beginning of period | $89 |
Amortization expense | -89 |
Intangible assets acquired | 7,120 |
Finite-lived intangible assets, net, end of period | $7,120 |
Term_Loan_and_Revolving_Credit2
Term Loan and Revolving Credit Facility Term Loan Narrative (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | Mar. 25, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 25, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Rate | Tranche B Term Loan [Member] | Tranche B Term Loan [Member] | Tranche B Term Loan [Member] | Tranche C Term Loan [Member] | Tranche C Term Loan [Member] | Tranche C Term Loan [Member] | Tranche C Term Loan [Member] | 2013 Credit Agreement [Member] | Federal Funds [Member] | Eurocurrency Rate [Member] | Eurocurrency Rate [Member] | Eurocurrency Rate [Member] | Eurocurrency Rate [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | ||
Certain Leverage Ratios [Member] | Changes in Senior Secured Leverage Ratio [Member] | Certain Leverage Ratios [Member] | Tranche C Term Loan [Member] | Tranche B Term Loan [Member] | Tranche C Term Loan [Member] | Tranche C Term Loan [Member] | Tranche B Term Loan [Member] | Tranche C Term Loan [Member] | ||||||||||
Rate | Rate | Minimum [Member] | Rate | Rate | ||||||||||||||
Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan, Period | '4 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Secured by Outstanding Capital Stock or Other Equity Interests of Substantially All Direct and Indirect Domestic Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Secured by Outstanding Capital Stock or Other Equity Interests of Certain Foreign Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Coverage Ratio, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' |
First Lien Leverage Ratio, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance of Debt Used to Fund Restricted Cash | $50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit agreement, original amount | ' | 515,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, original amount | ' | ' | ' | 100,000,000 | ' | ' | 350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in interest rate | ' | ' | ' | ' | 25.00% | ' | ' | 0.25% | 0.00% | ' | ' | ' | ' | ' | ' | -0.25% | ' | ' |
Term loan, description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Eurocurrency Rate is equal to the LIBOR rate as determined by the British Bankers Association | ' | ' | ' | 'The Base Rate for any day is equal to the greater of (a) the Fed Funds Rate in effect plus 0.5%, (b) the Credit Suisse AG prime rate, and (c) the one-month Eurocurrency Rate | ' | ' |
Term loan, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | 3.50% | 4.75% | 1.00% | ' | 2.50% | 3.75% |
Term loan, frequency of periodic installments | 'quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, periodic installments | ' | ' | 2,500,000 | ' | ' | 875,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, annual prepayment, max percent of excess cash flow | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, effective interest rate | 5.49% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual prepayment, percentage net cash proceeds from asset sales subject to certain reinvestment rights | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual prepayment, percentage net cash proceeds of any issuance of debt other than debt permitted to be incurred under the Credit Agreement | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated prepayment of long-term debt, amount | $27,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term_Loan_Rollforward_Details
Term Loan Rollforward (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | 2007 Credit Agreement [Member] | 2013 Credit Agreement [Member] | |
Debt Instrument [Roll Forward] | ' | ' | ' |
Beginning balance | $439,875 | $443,250 | ' |
Repayments of Long-term Debt | ' | ' | -3,375 |
Ending balance | $439,875 | $443,250 | ' |
Term_Loan_and_Revolving_Credit3
Term Loan and Revolving Credit Facility Term Loan Maturity Table (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | ' |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $10,125 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 13,500 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 13,500 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 68,500 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 3,500 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 330,750 |
Debt, Long-term and Short-term, Combined Amount | $439,875 |
Term_Loan_and_Revolving_Credit4
Term Loan and Revolving Credit Facility Revolver Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Rate | ||
Line of Credit Facility [Line Items] | ' | ' |
Revolver, maximum borrowing capacity | $65 | ' |
Revolver, outstanding borrowings | 0 | 0 |
Line Of Credit Facility Letters of Credit Maximum | $55 | ' |
Line of Credit Facility Fee | 0.50% | ' |
Eurocurrency Rate [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line Of Credit Facility Basis Spread on Variable Rate | 5.50% | ' |
Base Rate [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line Of Credit Facility Basis Spread on Variable Rate | 4.50% | ' |
Increase (decrease) in interest rate | -0.25% | ' |
Tax_Sharing_Liability_Table_De
Tax Sharing Liability Table (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | |
Tax Sharing Liability [Roll Forward] | ' | ' | ' | |
Tax sharing liability, total | $80,191 | ' | ' | |
Accretion of interest expense | 2,605 | [1] | 2,600 | 2,400 |
Payments on tax sharing liability | 0 | ' | -4,448 | |
Tax sharing liability, total | $82,796 | ' | ' | |
[1] | We accreted interest expense related to the tax sharing liability of $2.6 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively. |
Tax_Sharing_Liability_Narrativ
Tax Sharing Liability Narrative (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | ||
Tax Sharing Liability [Abstract] | ' | ' | ' | ' | |
Tax sharing liability, remaining payments | $107,100,000 | ' | ' | ' | |
Tax sharing liability, total | 82,796,000 | ' | ' | 80,191,000 | |
Accretion of interest expense | 2,605,000 | [1] | 2,600,000 | 2,400,000 | ' |
Tax sharing liability, current | 12,300,000 | ' | ' | 18,700,000 | |
Tax sharing liability, non current | $70,470,000 | ' | ' | $61,518,000 | |
[1] | We accreted interest expense related to the tax sharing liability of $2.6 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively. |
Company_Litigation_Details
Company Litigation (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||||||||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Apr. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 |
Hotel Occupancy Tax, Administratively Final Assessments [Member] | DISTRICT OF COLUMBIA | Circuit Court of Cook County [Domain] | Circuit Court of Cook County [Domain] | Hawaii Hotel Occupancy Tax Case [Member] | Hawaii Hotel Occupancy Tax Case [Member] | Hawaii Hotel Occupancy Tax Case [Member] | Hawaii Hotel Occupancy Tax Case [Member] | Hawaii Hotel Occupancy Tax Case [Member] | Hawaii Hotel Occupancy Tax Case [Member] | Hawaii Hotel Occupancy Tax Case [Member] | Disctrict of Columbia Hotel Occupancy Tax Case [Member] | San Antonio Hotel Occupancy Tax Case [Member] | |||
Maximum [Member] | Rejected by Hawaii Tax Court of Appeals [Member] | Hotel Occupancy Tax, Administratively Final Assessments [Member] | |||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Litigation Liability, Current | $6 | $5.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Accrual, at Carrying Value | ' | ' | ' | ' | 1.5 | 2.4 | ' | ' | 4.2 | ' | ' | ' | ' | ' | ' |
Loss Contingency, Range of Possible Loss, Minimum | 0.02 | ' | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Range Of Possible Loss High Case | 5.8 | ' | 3.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Range of Possible Loss, Maximum | 8.4 | ' | 7.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Litigation Liability | 5.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Estimate of Possible Loss | ' | ' | ' | 3.8 | ' | ' | ' | ' | 26 | 16.9 | 58 | 30 | 3.4 | 3.7 | 4.3 |
Payments for Legal Settlements | ' | ' | ' | ' | ' | ' | 9.2 | 16.9 | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Accrual, Failure to File Penalty Imposed, Percentage, Included in Carrying Value | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contract Exit Costs Total | 13.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Other | $1.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters_of_Credit_Narrative_De
Letters of Credit Narrative (Details) (USD $) | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Issued Under LOC Facility [Member] | Issued Under LOC Facility [Member] | Issued Under Term Loan Restricted Cash Proceeds [Member] | Issued Under Term Loan Restricted Cash Proceeds [Member] | |||
Letters of Credit [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance of Debt Used to Fund Restricted Cash | $50,000,000 | ' | ' | ' | ' | ' |
Letters of Credit Outstanding Amount | ' | ' | 21,909,000 | 21,863,000 | 92,405,000 | 91,033,000 |
Revolver, maximum borrowing capacity | 65,000,000 | ' | ' | ' | ' | ' |
Line Of Credit Facility Letters of Credit Maximum | 55,000,000 | ' | ' | ' | ' | ' |
Letters of Credit Maximum Issuance Capacity | ' | ' | 25,000,000 | ' | ' | ' |
Letters of Credit Fees | ' | $1,800,000 | ' | ' | ' | ' |
Letters_of_Credit_Table_Detail
Letters of Credit Table (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Letters of Credit [Line Items] | ' | ' |
Letters of Credit and Similar Instruments | $114,314 | $112,896 |
Restricted cash | 120,208 | 118,761 |
Issued Under LOC Facility [Member] | ' | ' |
Letters of Credit [Line Items] | ' | ' |
Letters of Credit Outstanding Amount | 21,909 | 21,863 |
Restricted cash | 22,733 | 22,670 |
Issued Under Term Loan Restricted Cash Proceeds [Member] | ' | ' |
Letters of Credit [Line Items] | ' | ' |
Letters of Credit Outstanding Amount | 92,405 | 91,033 |
Restricted cash | $97,475 | $96,091 |
EquityBased_Compensation_Share
Equity-Based Compensation Shares Granted (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Common stock available for issuance, future issuance | 4,655,507 |
Restricted Stock Units (RSUs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Stock units granted | 972,770 |
Weighted average grant date fair value | $9.66 |
Award vesting period | '4 years |
Performance Based Restricted Stock Units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted average grant date fair value | $9.72 |
Deferred Stock Units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Stock units granted | 6,964 |
Weighted average grant date fair value | $7.84 |
EquityBased_Compensation_Compe
Equity-Based Compensation Compensation Expense (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock compensation expense | $2,885,000 | $2,885,000 | $2,644,000 |
Unrecognized compensation cost, total | $12,800,000 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | '2 years 5 months | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Derivative [Line Items] | ' | ' |
Notional amount | $322.90 | ' |
Unrealized gain (loss) on derivatives | 1.6 | 0 |
Interest rate swaps [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional amount | $200 | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments Interest Rate Swaps Outstanding (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Derivative [Line Items] | ' |
Notional Amount | $322.90 |
Interest rate swaps [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | 200 |
Interest rate swaps [Member] | 1.11% Interest Paid [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | 100 |
Effective Date | 29-Aug-14 |
Maturity Date | 31-Aug-16 |
Variable Interest Rate Received | 'One-month LIBOR |
Interest rate swaps [Member] | 1.15% Interest Rate Paid [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | $100 |
Effective Date | 29-Aug-14 |
Maturity Date | 31-Aug-16 |
Variable Interest Rate Received | 'One-month LIBOR |
Interest rate swaps [Member] | LIBOR | 1.11% Interest Paid [Member] | ' |
Derivative [Line Items] | ' |
Fixed Interest Rate Paid | 1.11% |
Interest rate swaps [Member] | LIBOR | 1.15% Interest Rate Paid [Member] | ' |
Derivative [Line Items] | ' |
Fixed Interest Rate Paid | 1.15% |
Derivative_Financial_Instrumen4
Derivative Financial Instruments Swaps Balances (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | |||
Interest rate swaps [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | |||
Interest rate swaps [Member] | Interest rate swaps [Member] | ||||
Other Non Current Liabilities [Member] | Other Non Current Liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' |
Derivative Liability | $8,073 | $8,324 | $1,550 | $1,550 | $1,205 |
Derivative_Financial_Instrumen5
Derivative Financial Instruments Swaps Activity (Details) (Designated as Hedging Instrument [Member], Interest rate swaps [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Mar. 31, 2013 |
Interest Expense [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
(Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | $0 | ($277) |
Other Income [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Gain/(Loss) Recognized in Income (Ineffective Portion and the Amount Excluded from Effectiveness Testing) | 0 | 0 |
Other Comprehensive Income (Loss) [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Gain in Other Comprehensive Income | $0 | $276 |
Derivative_Financial_Instrumen6
Derivative Financial Instruments Hedges Balances (Details) (Not Designated as Hedging Instrument [Member], Foreign currency hedges [Member], Other current liabilities [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Not Designated as Hedging Instrument [Member] | Foreign currency hedges [Member] | Other current liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liabilities, fair value, net | $2,097 | $1,412 |
Derivative_Financial_Instrumen7
Derivative Financial Instruments Hedges Activity (Details) (USD $) | 3 Months Ended | |||
Sep. 30, 2013 | Mar. 31, 2013 | |||
Derivative [Line Items] | ' | ' | ||
Foreign currency transaction gain/(loss) | $2,800,000 | ($11,100,000) | ||
Net foreign currency hedge and transaction gain/(loss) | -2,100,000 | -1,600,000 | ||
Not Designated as Hedging Instrument [Member] | Foreign currency hedges [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Foreign currency hedges gain/(loss) | ($4,869,000) | [1] | $9,476,000 | [1] |
[1] | We recorded transaction gains/(losses) associated with the re-measurement and settlement of our foreign denominated assets and liabilities of $2.8 million and $(11.1) million for the three months ended March 31, 2014 and 2013, respectively. These transaction gains and losses were included in selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The net impact of these transaction gains and losses, together with the gains and losses incurred on our foreign currency hedges, were gains/(losses) of $(2.1) million and $(1.6) million for the three months ended March 31, 2014 and 2013, respectively. |
Derivative_Financial_Instrumen8
Derivative Financial Instruments Derivatives Eligible for Offset (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' |
Derivative Liability | $8,073 | $8,324 |
Derivative Asset | -4,426 | -5,707 |
Derivative Assets (Liabilities), at Fair Value, Net | $3,647 | $2,617 |
AOCI_Rollforward_Details
AOCI Rollforward (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | ||||
In Thousands, unless otherwise specified | Accumulated Translation Adjustment [Member] | Accumulated Translation Adjustment [Member] | Accumulated Translation Adjustment [Member] | Accumulated Translation Adjustment [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Accumulated other comprehensive income/(loss), net of tax | ($538) | $3,016 | $3,016 | ' | $5,378 | ($4,786) | $0 | ' | $0 | $2,282 | ||||
Other comprehensive income/(loss) before reclassifications | ' | ' | -3,554 | 10,164 | ' | ' | 0 | -1 | ' | ' | ||||
Amounts reclassified from AOCI | ' | ' | 0 | 0 | ' | ' | 0 | -2,281 | ' | ' | ||||
Other comprehensive income/(loss), net of tax | ' | ' | -3,554 | [1] | 10,164 | [1] | ' | ' | 0 | [1] | -2,282 | [1] | ' | ' |
Accumulated other comprehensive income/(loss), net of tax | ($538) | $3,016 | ($538) | ' | $5,378 | ($4,786) | $0 | ' | $0 | $2,282 | ||||
[1] | Currency Translation Adjustment Interest Rate Swaps 2014 2013 2014 2013 (in thousands)Balance at January 1,$3,016 $(4,786) $— $2,282Other comprehensive income before reclassifications(3,554) 10,164 — (1)Amounts reclassified from AOCI— — — (2,281)Net current-period other comprehensive income (a)(3,554) 10,164 — (2,282)Balance at March 31,$(538) $5,378 $— $— |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income/(Loss) Reclassifications out of ACOI (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' |
Net interest expense | ' | ($9,577) | ($9,529) |
Provision (benefit) for income taxes | ' | 7,254 | -158,539 |
Total | -5,934 | -5,934 | 146,200 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' |
Net interest expense | ' | 0 | 277 |
Provision (benefit) for income taxes | ' | 0 | -2,558 |
Total | ' | $0 | ($2,281) |
Dilutive_Shares_Outstanding_De
Dilutive Shares Outstanding (Details) | 3 Months Ended | |
Sep. 30, 2013 | Mar. 31, 2013 | |
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ' | ' |
Weighted-average shares outstanding | 109,593,798 | 106,294,089 |
Weighted-average shares outstanding | 109,593,798 | 108,962,383 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ' | ' |
Weighted-average shares outstanding, potentially dilutive | 0 | 1,729,239 |
Stock Options [Member] | ' | ' |
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ' | ' |
Weighted-average shares outstanding, potentially dilutive | 0 | 854 |
Performance Based Restricted Stock Units [Member] | ' | ' |
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ' | ' |
Weighted-average shares outstanding, potentially dilutive | 0 | 938,201 |
Antidilutive_Securities_Detail
Antidilutive Securities (Details) | 3 Months Ended | |
Sep. 30, 2013 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Equity Awards | 8,630,556 | 3,314,183 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Equity Awards | 4,200,419 | 73,500 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Equity Awards | 1,232,861 | 2,697,350 |
Performance Based Restricted Stock Units [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Equity Awards | 3,197,276 | 543,333 |
Related_Party_Transactions_Nar
Related Party Transactions Narrative (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transactions [Abstract] | ' | ' |
Due from Travelport, net | $18,031 | $12,343 |
Related_Party_Transactions_Act
Related Party Transactions Activity (Details) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Net revenue | ' | $210,255 | $202,860 | |||
Cost of revenue | ' | 42,745 | 41,294 | |||
Selling, general and administrative | ' | 66,242 | 72,364 | |||
Marketing | ' | 76,778 | 74,936 | |||
Net interest expense | ' | 9,577 | 9,529 | |||
Travelport and its subsidiaries [Member] | ' | ' | ' | |||
Related Party Transaction [Line Items] | ' | ' | ' | |||
Net revenue | 24,308 | [1] | ' | 22,939 | [1] | |
Cost of revenue | ' | 8 | -50 | |||
Selling, general and administrative | ' | 0 | 45 | |||
Marketing | ' | 20 | 8 | |||
Net interest expense | ' | $0 | [2] | $1,712 | [2] | |
[1] | Net revenue includes incentive revenue for segments processed through Galileo and Worldspan, both of which are subsidiaries of Travelport. This incentive revenue accounted for more than 10% of our total net revenue. | |||||
[2] | Interest expense relates to letters of credit issued on our behalf by Travelport (see Note 6 - Commitments and Contingencies) |
Fair_Value_Measurements_Recurr
Fair Value Measurements Recurring Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | ||
Foreign currency hedges [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Foreign currency hedges [Member] | Foreign currency hedges [Member] | Interest rate swaps [Member] | Interest rate swaps [Member] | Foreign currency hedges [Member] | Interest rate swaps [Member] | Foreign currency hedges [Member] | Foreign currency hedges [Member] | Interest rate swaps [Member] | Interest rate swaps [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities, fair value | $8,073 | $8,324 | $1,412 | $2,097 | $1,412 | $1,550 | $1,205 | $2,097 | $1,550 | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Term Loans [Member] | 2007 Credit Agreement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Average remaining maturity of foreign vurrency derivatives | '30 days | ' | ' |
Term loan, carrying value | $439,875 | $439,875 | $443,250 |
Term loan, fair value | ' | $445,100 | $446,800 |
Income_Taxes_Narrative_Details
Income Taxes Narrative (Details) (USD $) | 3 Months Ended | |||
Sep. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Provision (benefit) for income taxes | $7,254,000 | ($158,539,000) | ' | ' |
Deferred Tax Assets, Net of Valuation Allowance | ' | ' | 165,500,000 | 171,800,000 |
Unrecognized tax benefits | ' | ' | 3,600,000 | ' |
Unrecognized tax benefits, would impact effective tax rate | ' | ' | $3,600,000 | $3,500,000 |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | Mar. 31, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 |
In Millions, unless otherwise specified | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | ||
Amended Credit Agreement, 2014 [Member] | Amended Credit Agreement, 2014 [Member] | Amended Credit Agreement, 2014 [Member] | Amended Credit Agreement, 2014 [Member] | Amended Credit Agreement, 2014 [Member] | Amended Credit Agreement, 2014 [Member] | ||
Eurodollar [Member] | Base Rate [Member] | Eurodollar [Member] | Base Rate [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Term loan, face amount | ' | ' | ' | ' | $450 | ' | ' |
Revolver, maximum borrowing capacity | $65 | $80 | ' | ' | ' | ' | ' |
Term loan, variable rate basis, floor | ' | ' | ' | ' | ' | 1.00% | ' |
Basis spread on variable rate | ' | ' | 3.00% | 2.00% | ' | 3.50% | 2.50% |