Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 31, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36603 | |
Entity Registrant Name | LIBERTY TRIPADVISOR HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3337365 | |
Entity Address, Address Line One | 12300 Liberty Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 875-5200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001606745 | |
Amendment Flag | false | |
Series A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A common stock | |
Trading Symbol | LTRPA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 72,167,796 | |
Series B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B common stock | |
Trading Symbol | LTRPB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 2,952,569 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 453 | $ 341 |
Accounts receivable and contract assets, net of allowance for doubtful accounts of $33 million and $25 million, respectively | 91 | 183 |
Other current assets | 77 | 33 |
Total current assets | 621 | 557 |
Property and equipment, net | 138 | 155 |
Intangible assets not subject to amortization: | ||
Goodwill (note 5) | 2,221 | 2,527 |
Trademarks (note 5) | 728 | 980 |
Intangible assets not subject to amortization | 2,949 | 3,507 |
Intangible assets subject to amortization, net | 221 | 277 |
Other assets, at cost, net of accumulated amortization | 201 | 230 |
Total assets | 4,130 | 4,726 |
Current liabilities: | ||
Deferred merchant and other payables | 52 | 170 |
Deferred revenue | 31 | 62 |
Accrued liabilities and other current liabilities | 149 | 205 |
Total current liabilities | 232 | 437 |
Long-term debt (note 6) | 531 | 353 |
Deferred income tax liabilities | 189 | 254 |
Other liabilities | 357 | 381 |
Total liabilities | 1,309 | 1,425 |
Redeemable preferred stock, $.01 par value. Authorized shares 50,000,000; issued and outstanding 325,000 shares at September 30, 2020 and 0 at December 31, 2019 (note 7) | 370 | |
Equity: | ||
Additional paid-in capital | 251 | 237 |
Accumulated other comprehensive earnings (loss), net of taxes | (28) | (29) |
Retained earnings | (137) | 111 |
Total stockholders' equity | 87 | 320 |
Noncontrolling interests in equity of subsidiaries | 2,364 | 2,981 |
Total equity | 2,451 | 3,301 |
Commitments and contingencies (note 9) | ||
Total liabilities, redeemable preferred stock and equity | 4,130 | 4,726 |
Series A | ||
Equity: | ||
Common stock value | 1 | 1 |
Series B | ||
Equity: | ||
Common stock value | ||
Series C | ||
Equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivables and contract assets, allowance for doubtful accounts | $ 33,000,000 | $ 25,000,000 |
Redeemable preferred stock, par value | $ 0.01 | $ 0.01 |
Redeemable preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Redeemable preferred stock, shares issued | 325,000 | 0 |
Redeemable preferred stock, shares outstanding | 325,000 | 0 |
Series A | ||
Equity: | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 72,167,796 | 72,152,848 |
Common stock, shares outstanding | 72,167,796 | 72,152,848 |
Series B | ||
Equity: | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common stock shares issued | 2,952,569 | 2,929,401 |
Common stock, shares outstanding | 2,952,569 | 2,929,401 |
Series C | ||
Equity: | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Operations | ||||
Total revenue, net | $ 151 | $ 428 | $ 488 | $ 1,225 |
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Operating costs and expenses: | ||||
Operating expense, including stock-based compensation (note 2) | $ 59 | $ 100 | $ 208 | $ 296 |
Selling, general and administrative, including stock-based compensation (note 2) | 107 | 231 | 388 | 682 |
Depreciation and amortization | 41 | 42 | 126 | 125 |
Restructuring and other related reorganization costs | 42 | |||
Impairment of goodwill and intangible assets (note 5) | 3 | 550 | ||
Total operating costs and expenses | 210 | 373 | 1,314 | 1,103 |
Operating income (loss) | (59) | 55 | (826) | 122 |
Other income (expense): | ||||
Interest expense | (13) | (5) | (27) | (16) |
Other, net | 19 | (25) | 33 | |
Total other income (expense) | (13) | 14 | (52) | 17 |
Earnings (loss) before income taxes | (72) | 69 | (878) | 139 |
Income tax (expense) benefit | 12 | (21) | 115 | (57) |
Net earnings (loss) | (60) | 48 | (763) | 82 |
Less net earnings (loss) attributable to noncontrolling interests | (43) | 32 | (563) | 65 |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | (17) | 16 | (200) | 17 |
Net earnings (loss) available to common stockholders (note 3) | $ (34) | $ 16 | $ (247) | $ 17 |
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ (0.45) | $ 0.21 | $ (3.29) | $ 0.23 |
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ (0.45) | $ 0.21 | $ (3.29) | $ 0.23 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ (60) | $ 48 | $ (763) | $ 82 |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | 16 | (15) | 2 | (17) |
Reclassification adjustment for net losses included in net income | 1 | |||
Other comprehensive earnings (loss) | 16 | (15) | 3 | (17) |
Comprehensive earnings (loss) | (44) | 33 | (760) | 65 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | (31) | 20 | (561) | 52 |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (13) | $ 13 | $ (199) | $ 13 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (763) | $ 82 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 126 | 125 |
Stock-based compensation | 81 | 94 |
Realized and unrealized (gains) losses on financial instruments, net | 1 | (20) |
Impairment of goodwill and intangible assets | 550 | |
Deferred income tax expense (benefit) | (62) | 6 |
Other charges (credits), net | 29 | 11 |
Changes in operating assets and liabilities | ||
Current and other assets | 66 | (6) |
Payables and other liabilities | (227) | 53 |
Net cash provided (used) by operating activities | (199) | 345 |
Cash flows from investing activities: | ||
Capital expended for property and equipment, including internal-use software and website development | (46) | (60) |
Purchases of short term investments and other marketable securities | (118) | |
Sales and maturities of short term investments and other marketable securities | 40 | |
Other investing activities, net | (1) | (2) |
Net cash provided (used) by investing activities | (47) | (140) |
Cash flows from financing activities: | ||
Borrowings of debt | 1,240 | 114 |
Repayments of debt | (1,052) | (100) |
Shares repurchased by subsidiary | (115) | |
Payment of withholding taxes on net share settlements of equity awards | (18) | (28) |
Issuance of redeemable preferred stock | 325 | |
Other financing activities, net | (26) | (3) |
Net cash provided (used) by financing activities | 354 | (17) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | 4 | (11) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 112 | 177 |
Cash, cash equivalents and restricted cash at beginning of period | 341 | 672 |
Cash, cash equivalents and restricted cash at end of period | $ 453 | $ 849 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Equity - USD ($) $ in Millions | Series ACommon Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Earnings (Loss) | Retained Earnings | Noncontrolling Interest in Equity of Subsidiaries | Total |
Balance at beginning of the period at Dec. 31, 2018 | $ 1 | $ 231 | $ (29) | $ 133 | $ 3,400 | $ 3,736 |
Net earnings (loss) | 17 | 65 | 82 | |||
Other comprehensive earnings (loss) | (4) | (13) | (17) | |||
Stock-based compensation | 28 | 80 | 108 | |||
Withholding taxes on net share settlements of stock-based compensation | (28) | (28) | ||||
Other, net | (8) | 1 | 13 | 6 | ||
Balance at end of the period at Sep. 30, 2019 | 1 | 223 | (33) | 151 | 3,545 | 3,887 |
Balance at beginning of the period at Jun. 30, 2019 | 1 | 215 | (30) | 135 | 3,497 | 3,818 |
Net earnings (loss) | 16 | 32 | 48 | |||
Other comprehensive earnings (loss) | (3) | (12) | (15) | |||
Stock-based compensation | 10 | 27 | 37 | |||
Withholding taxes on net share settlements of stock-based compensation | (1) | (1) | ||||
Other, net | (1) | 1 | ||||
Balance at end of the period at Sep. 30, 2019 | 1 | 223 | (33) | 151 | 3,545 | 3,887 |
Balance at beginning of the period at Dec. 31, 2019 | 1 | 237 | (29) | 111 | 2,981 | 3,301 |
Net earnings (loss) | (200) | (563) | (763) | |||
Other comprehensive earnings (loss) | 1 | 2 | 3 | |||
Stock-based compensation | 23 | 70 | 93 | |||
Withholding taxes on net share settlements of stock-based compensation | (18) | (18) | ||||
Shares repurchased by subsidiary | 17 | (132) | (115) | |||
Preferred stock adjustment | (47) | (47) | ||||
Other, net | (8) | (1) | 6 | (3) | ||
Balance at end of the period at Sep. 30, 2020 | 1 | 251 | (28) | (137) | 2,364 | 2,451 |
Balance at beginning of the period at Jun. 30, 2020 | 1 | 244 | (32) | (103) | 2,372 | 2,482 |
Net earnings (loss) | (17) | (43) | (60) | |||
Other comprehensive earnings (loss) | 4 | 12 | 16 | |||
Stock-based compensation | 8 | 23 | 31 | |||
Withholding taxes on net share settlements of stock-based compensation | (1) | (1) | ||||
Preferred stock adjustment | (17) | (17) | ||||
Balance at end of the period at Sep. 30, 2020 | $ 1 | $ 251 | $ (28) | $ (137) | $ 2,364 | $ 2,451 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation During October 2013, the Board of Directors of Liberty Interactive Corporation and its subsidiaries (“Liberty”) (subsequently renamed Qurate Retail, Inc. (“Qurate Retail”)) authorized a plan to distribute to the stockholders of Liberty’s then-outstanding Liberty Ventures common stock shares of a wholly-owned subsidiary, Liberty TripAdvisor Holdings, Inc. (“TripCo,” “Consolidated TripCo,” the “Company,” “we,” “our” or “us,” unless the context otherwise requires) (the “TripCo Spin-Off”). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”). Tripadvisor’s financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. The accompanying (a) condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2019 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates. Some of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility as a result of COVID-19 (as defined below). As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global pandemic. Tripadvisor and the Company continue to be subject to risks and uncertainties as a result of the COVID-19 pandemic. COVID-19 has caused material and adverse declines in consumer demand within the travel, hospitality, restaurant and leisure industry. The pandemic’s proliferation, concurrent with travel bans, varying levels of governmental restrictions and mandates globally, to limit the spread of the virus, has dampened consumer demand for Tripadvisor’s products and services, and impacted consumer sentiment and discretionary spending patterns, all of which have adversely and materially impacted Tripadvisor’s results of operations, liquidity and financial condition during the three months and nine months ended September 30, 2020. In addition, given the volatility in global markets and economies, and the financial difficulties faced by many of Tripadvisor’s travel suppliers and restaurant customers, Tripadvisor has materially increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on its accounts receivable. Moreover, Tripadvisor may continue to incur higher than normal cash outlays to refund consumers for cancellations of prepaid bookings. Any increase in Tripadvisor’s provision for expected credit losses and cash outlays to consumers would also have a corresponding adverse effect on Tripadvisor's results of operations and related cash flows. While we have seen varying degrees of containment of the virus in certain countries and some signs of travel recovery, the degree of containment and the recovery in travel has varied region-to-region globally, as well as state-to-state in the U.S., and there have been instances where cases of COVID-19 have started to increase again after a period of decline. Tripadvisor does not have visibility into when remaining bans will be lifted, where additional bans may be initiated, or where bans that have been previously lifted are reinstated due to resurgence of the virus, nor does it have forward-looking visibility into the short or long-term changes to consumer usage patterns on its platform or travel behavior patterns when travel bans and other government restrictions and mandates are fully lifted. Therefore, the ultimate extent of the impact of the COVID-19 pandemic on Tripadvisor’s business, results of operations, liquidity and financial condition remains highly uncertain and difficult to predict, as the response to the pandemic continues to be ongoing and shifting, and the ultimate duration and severity of the pandemic remains uncertain and unpredictable. However, Tripadvisor continues to believe the travel, hospitality, restaurant and leisure industry, and its business, will continue to be adversely and materially affected while the pandemic continues to proliferate and travel bans and other government restrictions and mandates continue to remain in place or be reinstated, all of which negatively impact consumer demand, sentiment and discretionary spending patterns. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic to varying degrees, and it is possible that it could result in a protracted local and/or global economic recession. Such economic disruption could also have a material adverse effect on Tripadvisor’s business as consumers reduce their discretionary spending. Policymakers around the globe have responded with fiscal policy actions to support certain areas of the travel industry and economy as a whole. The continued magnitude and overall effectiveness of these actions remain uncertain. In response to the impact of COVID-19, Tripadvisor has taken several steps to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility, including significantly reducing its ongoing operating expenses and headcount, borrowing funds of $700 million from its 2015 Credit Facility (as defined in note 6) in the first quarter of 2020 (subsequently repaid during the third quarter of 2020), amending its 2015 Credit Facility, which included short-term financial covenant relief, and raising additional financing through the issuance of $500 million in Senior Notes (as defined in note 6) in July 2020, all of which are described in more detail in note 6. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), an emergency economic stimulus package in response to the COVID-19 pandemic, which among other things contains numerous income tax provisions. Some of these income tax provisions are effective retroactively for fiscal years ended before the date of enactment. As a result of the CARES Act, Tripadvisor has recorded an income tax benefit of $3 million and $22 million during the three and nine months ended September 30, 2020, respectively. In addition, certain governments have passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. Tripadvisor has participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme and certain other jurisdictions' programs. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other jurisdictions, Tripadvisor is also participating in programs where government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by Tripadvisor. During the three and nine months ended September 30, 2020, Tripadvisor recognized government grants and other assistance benefits of $3 million and $10 million, respectively, of which $5 million has been received as of September 30, 2020. These amounts are recorded as a reduction of personnel and overhead costs in the unaudited condensed consolidated statements of operations. As of September 30, 2020, Tripadvisor has recorded a receivable of $5 million, included in other current assets in the unaudited condensed consolidated balance sheets, for payments expected to be received for the programs where it has met the qualifying requirements and it is probable that payment will be received. These payments, primarily related to qualified payroll tax credits under the CARES Act, are expected to be received in 2020. In addition, due to the impact of COVID-19 on Tripadvisor’s business, Tripadvisor did not experience its typical seasonal pattern for revenue and profit during the three and nine months ended September 30, 2020. In addition, cash outflows to travel suppliers related to deferred merchant payables significantly exceeded cash received from travelers during the first nine months of 2020, primarily reflecting the decline in consumer demand for Tripadvisor’s products and cancellations of reservations related to COVID-19, contributing significantly to unfavorable working capital trends and material negative operating cash flow during the nine months ended September 30, 2020. It is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the ultimate extent and duration of the impact from COVID-19, the timing of development and widespread availability of a vaccine, and the shape and timing of a recovery. In addition, significant shifts in Tripadvisor’s business mix or adverse economic conditions could result in future seasonal patterns that are different from historical trends. On March 26, 2020, TripCo issued and sold 325,000 shares of TripCo’s newly-created 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) for a purchase price of $1,000 per share. See further discussion about the Series A Preferred Stock in note 7. Spin-Off of TripCo from Qurate Retail Following the TripCo Spin-Off, Qurate Retail and TripCo operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. In connection with the TripCo Spin-Off, TripCo entered into certain agreements, including the services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries) in order to govern certain of the ongoing relationships between the companies after the TripCo Spin-Off and to provide for an orderly transition. Pursuant to the services agreement (except as described below in respect to Gregory B. Maffei), Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury and investor relations support. TripCo reimburses Liberty Media for direct, out-of-pocket expenses incurred by Liberty Media in providing these services and TripCo pays a services fee to Liberty Media under the services agreement that is subject to adjustment semi-annually, as necessary. In December 2019, TripCo entered into an amendment to the services agreement with Liberty Media in connection with Liberty Media’s entry into a new employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer. Under the amended services agreement, components of his compensation will either be paid directly to him by each of TripCo, Liberty Broadband Corporation, GCI Liberty, Inc. and Qurate Retail (collectively, the “Service Companies”) or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at 5% for the Company. Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and TripCo and other agreements related to tax matters. Under these agreements, approximately $1 million was reimbursable to Liberty Media for both of the three months ended September 30, 2020 and 2019, and approximately $3 million and $2 million was reimbursable to Liberty Media for the nine months ended September 30, 2020 and 2019, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (2) Stock-Based Compensation TripCo Incentive Plans TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. TripCo has calculated the GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes-Merton model. TripCo estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of TripCo common stock. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, the majority of which relates to Tripadvisor as discussed below: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Operating expense $ 12 13 33 40 Selling, general and administrative expense 17 18 48 54 $ 29 31 81 94 Stock-based compensation expense related to Tripadvisor was $28 million and $29 million for the three months ended September 30, 2020 and 2019, respectively, and $80 million and $91 million for the nine months ended September 30, 2020 and 2019, respectively. TripCo - Outstanding Awards The following tables present the number and weighted average exercise price (“WAEP”) of the Awards to purchase TripCo common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining contractual life and aggregate intrinsic value of the Awards. Weighted average remaining Aggregate contractual intrinsic Series A WAEP life value in thousands in years in millions Outstanding at January 1, 2020 717 $ 13.65 Granted 77 $ 2.72 Exercised — $ — Forfeited/Cancelled (271) $ 14.11 Outstanding at September 30, 2020 523 $ 11.80 4.8 $ — Exercisable at September 30, 2020 294 $ 16.55 3.6 $ — Weighted average remaining Aggregate contractual intrinsic Series B WAEP life value in thousands in years in millions Outstanding at January 1, 2020 1,824 $ 27.63 Granted — $ — Exercised — $ — Forfeited/Cancelled — $ — Outstanding at September 30, 2020 1,824 $ 27.63 4.2 $ 15 Exercisable at September 30, 2020 1,824 $ 27.63 4.2 $ 15 During the nine months ended September 30, 2020, TripCo granted 242 thousand performance-based RSUs of Series B TripCo common stock to our CEO. The RSUs had a GDFV of $3.08 per share at the time they were granted. The RSUs cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period. Also during the nine months ended September 30, 2020, TripCo granted 30 thousand time-based RSUs of Series B TripCo common stock to our CEO. The RSUs had a GDFV of $4.76 per share and cliff vest on December 10, 2020. This RSU grant was issued in lieu of our CEO receiving 50% of his remaining base salary for the last three quarters of calendar year 2020, and he has waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19. There was no activity during the period related to the TripCo Series B options. As of September 30, 2020, the total unrecognized compensation cost related to unvested Awards was approximately $373 thousand. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.7 years. As of September 30, 2020, TripCo reserved 2.3 million shares of Series A and Series B common stock for issuance under exercise privileges of outstanding stock Awards. Tripadvisor Equity Grant Awards The following table presents the number and WAEP of the Awards to purchase Tripadvisor common stock granted to certain officers, employees and directors of Tripadvisor. Weighted average TripAdvisor remaining Aggregate stock contractual intrinsic options WAEP life value in thousands in years in millions Outstanding at January 1, 2020 6,017 $ 50.27 Granted 1,091 $ 25.29 Exercised (2) $ 17.22 Cancelled or expired (1,220) $ 46.10 Outstanding at September 30, 2020 5,886 $ 46.52 5.5 $ — Exercisable at September 30, 2020 3,360 $ 55.74 3.5 $ — The weighted average GDFV of options granted was $10.08 for the nine months ended September 30, 2020. As of September 30, 2020, the total unrecognized compensation cost related to unvested Tripadvisor stock options was approximately $22 million and will be recognized over a weighted average period of approximately 1.9 years. The total intrinsic value of stock options exercised was not material and $2 million for the nine months ended September 30, 2020 and 2019, respectively. Additionally, during the nine months ended September 30, 2020, Tripadvisor granted approximately 6 million units, vested and released approximately 3 million units, and had cancellations of approximately 4 million units, which included primarily service-based RSUs, as well as a limited number of market-based restricted stock units (“MSUs”) under the 2018 Stock and Annual Incentive Plan. The RSUs’ fair value was measured based on the quoted price of Tripadvisor common stock at the date of grant. As the MSUs provide for vesting based upon Tripadvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of Tripadvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs and MSUs granted, vested and released, and cancelled during the nine months ended September 30, 2020 was $24.56 per share, $46.45 per share, and $37.83 per share, respectively. As of September 30, 2020, the total unrecognized compensation cost related to Tripadvisor RSUs and MSUs was approximately $193 million and will be recognized over a weighted average period of approximately 1.9 years. On May 27, 2020 and July 15, 2020, Tripadvisor’s Compensation Committee of its Board of Directors approved modifications of Tripadvisor’s Annual RSU and stock option grants, respectively, issued to its employees in the first quarter of 2020. Such modifications reduced the original grant-date vesting period from four years to two years. Tripadvisor estimates these modifications resulted in the acceleration and recognition of an additional $6 million and $11 million of stock compensation expense during the three and nine months ended September 30, 2020, respectively, given the modified vesting term. There was no change to the original fair value of the impacted RSUs or stock options as a result of the modification. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share (EPS) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings (Loss) Per Common Share (EPS) | |
Earnings (Loss) Per Common Share (EPS) | (3) Earnings (Loss) Per Common Share (EPS) Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for both of the three and nine months ended September 30, 2020 are 1 million potential common shares due to stock options, because their inclusion would be antidilutive. Excluded from EPS for both of the three and nine months ended September 30, 2019 were 2 million potential common shares due to stock options, because their inclusion would be antidilutive. Also excluded from EPS for the three and nine months ended September 30, 2020, because their inclusion would be antidilutive, were 13 million shares that are contingently issuable at the Company’s election pursuant to an exercise of the Put Option (defined and described in note 7), which were calculated in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock as if the Put Option had been exercised at Liberty TripAdvisor Holdings Common Stock Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 number of shares in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ (17) 16 (200) 17 Less: Preferred stock carrying value adjustment and transaction costs 17 — 47 — Net earnings (loss) available to common shareholders $ (34) 16 (247) 17 Denominator Basic WASO 75 75 75 75 Potentially dilutive shares 1 — 1 — Diluted WASO 76 75 76 75 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and liabilities measured at fair value are as follows: September 30, 2020 December 31, 2019 Quoted prices Significant Quoted prices Significant in active other in active other markets for observable markets for observable identical assets inputs identical assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 6 6 — 22 22 — Variable prepaid forward $ 4 — 4 — — — On March 9, 2020, TripSPV, a wholly owned subsidiary of the Company, entered into a variable prepaid forward transaction (the “VPF”) with a financial institution with respect to 2.4 million shares of Tripadvisor common stock held by the Company with a forward floor price of $17.25 per share and a forward cap price of $26.84 per share. Pursuant to the terms of the VPF, TripSPV received a prepayment of $34 million on March 17, 2020 (see note 6). The asset associated with this instrument is included in other assets in the accompanying condensed consolidated balance sheets. Changes in the fair value of the VPF are recognized in realized and unrealized gains (losses) on financial instruments in the condensed consolidated statements of operations. The fair value of Level 2 cash equivalents and marketable securities were obtained from pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. The fair value of Level 2 derivative assets were derived from a Black-Scholes-Merton model using observable market data as the significant inputs. Other Financial Instruments Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, current portion of debt and long-term debt. With the exception of debt, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. The carrying value of a portion of our debt bears interest at a variable rate and therefore is also considered to approximate fair value. See note 6 for a description of the fair value of the Company’s fixed rate debt. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill are as follows: Hotels, Media & Platform Experiences & Dining Corporate and other Total (in millions) Balance at January 1, 2020 $ 1,923 333 271 2,527 Allocation to new segment (1) 6 — (6) — Impairments (2) (279) — (21) (300) Dispositions (3) — — (18) (18) Other (4) — 13 (1) 12 Balance at September 30, 2020 $ 1,650 346 225 2,221 (1) Re-allocation of goodwill as a result of changes to reporting units related to Tripadvisor internal restructuring. (2) TripCo recorded an $18 million goodwill impairment related to a business that was sold in June 2020, and an additional $3 million goodwill impairment during the third quarter of 2020 as a result of strategic decisions made regarding Tripadvisor’s China business. See discussion of the Hotels, Media & Platform reporting unit impairment below. (3) Dispositions relates to the sale of the aforementioned Tripadvisor business. (4) Other changes primarily relate to immaterial acquisitions and foreign currency translation on goodwill. Impairments Due to the current and expected impact of COVID-19 on Tripadvisor’s operating results, and a sustained decline in Tripadvisor’s stock price, impairments of $250 million of trademarks and $279 million of goodwill were recorded during the three months ended June 30, 2020, respectively, related to the Hotels, Media & Platform reporting unit. The fair value of the trademarks was determined using the relief from royalty method. The fair value of the reporting unit was determined using a combination of market multiples (market approach) and discounted cash flow (income approach) calculations (Level 3). As of September 30, 2020, accumulated goodwill impairment losses for Tripadvisor totaled $1,571 million. Based on the quantitative assessment performed during the second quarter and the resulting impairment losses recorded, the estimated fair values of the trademark and Hotels, Media & Platform reporting unit approximate their respective carrying values. TripCo will continue to monitor Tripadvisor’s financial performance, stock price and other events and circumstances that may negatively impact the estimated fair values to determine if future impairment assessments may be necessary. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Debt | (6) Debt Outstanding debt at September 30, 2020 and December 31, 2019 is summarized as follows: September 30, December 31, 2020 2019 amounts in millions TripCo margin loan $ — 355 TripCo variable prepaid forward 41 — Tripadvisor Credit Facilities — — Tripadvisor Senior Notes 500 — Deferred financing costs (10) (2) Total consolidated TripCo debt 531 353 Debt classified as current — — Total long-term debt $ 531 353 TripCo Margin Loan and Variable Prepaid Forward On March 10, 2020, a wholly owned subsidiary of TripCo amended the margin loan agreement, dated as of June 10, 2019, which, among other things, modified the margin call thresholds which would require mandatory prepayment of the margin loan. On March 12, 2020, the closing share price of Tripadvisor common stock price fell below the minimum value and triggered the mandatory prepayment of all amounts outstanding under the margin loan. In connection with the VPF entered into on March 9, 2020, as described in note 4, TripCo received a prepayment of $34 million on March 17, 2020. The term of the VPF is three years. At maturity, the accreted loan amount due will be approximately $42 million. As of September 30, 2020, 2.4 million shares of Tripadvisor common stock, with a value of approximately $47 million, were pledged as collateral pursuant to the VPF contract. On March 26, 2020, the proceeds from the VPF, proceeds from the Series A Preferred Stock (described and defined in note 7) issuance, and cash on hand were used to pay all amounts outstanding under the margin loan, which aggregated $363 million, including accrued interest. Tripadvisor Credit Facilities In June 2015, Tripadvisor entered into a five year credit agreement with a group of lenders which, among other things, provided for a $1 billion unsecured revolving credit facility (the “2015 Credit Facility”). On May 12, 2017, the 2015 Credit Facility was amended to, among other things, (i) increase the aggregate amount of revolving loan commitments available from $1.0 billion to $1.2 billion; and (ii) extend the maturity date of the 2015 Credit Facility from June 26, 2020 to May 12, 2022 (the “First Amendment”). On May 5, 2020, Tripadvisor amended its 2015 Credit Facility (“Second Amendment”) to, among other things, suspend the leverage ratio covenant on this facility beginning in the second quarter of 2020 and ending prior to September 30, 2021 (or such earlier date as elected by Tripadvisor), and replacing it with a minimum liquidity covenant (the “Leverage Covenant Holiday”), that requires Tripadvisor to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity, which will apply only during the Leverage Covenant Holiday, provide collateral to secure the obligations under the agreement, as well as downsizing its capacity to $1.0 billion from $1.2 billion. No change was made to the existing maturity date of the 2015 Credit Facility of May 12, 2022 for letters of credit and $40 million for Swing Line borrowings on same-day notice. As of September 30, 2020, Tripadvisor had issued $3 million of outstanding letters of credit under the 2015 Credit Facility. During the first quarter of 2020, Tripadvisor borrowed $700 million under the 2015 Credit Facility. These funds were drawn down as a precautionary measure to reinforce Tripadvisor’s liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. Tripadvisor repaid these borrowings in full during the three months ended September 30, 2020. During the timeframe for which the leverage ratio covenant is suspended, any outstanding or future borrowings under the 2015 Credit Facility bear interest at LIBOR plus a 2.25% margin with a LIBOR floor of 1% per annum. Tripadvisor is also required to pay a quarterly commitment fee, at an applicable rate of 0.5%, on the daily unused portion of the revolving credit facility for each fiscal quarter during the timeframe for which the leverage ratio covenant is suspended and additional fees in connection with the issuance of letters of credit. For the three and nine months ended September 30, 2020, Tripadvisor recorded interest expense and commitment fees on its 2015 Credit Facility of $2 million and $9 million, respectively. Total interest and commitment fees recorded on Tripadvisor’s 2015 Credit Facility was not material for the three months ended September 30, 2019 and for the nine months ended September 30, 2019, Tripadvisor recorded $1 million to interest expense on the condensed consolidated statement of operations. In connection with the Second Amendment, Tripadvisor incurred additional lender fees and deferred financing costs totaling $4 million, which were capitalized as deferred financing costs and recorded to other assets on the condensed consolidated balance sheet. These costs will be amortized over the remaining term of the 2015 Credit Facility, using the effective interest rate method, and recorded to interest expense on the condensed consolidated statements of operations. There is no specific repayment date prior to the maturity date for any borrowings under this credit agreement. Tripadvisor may voluntarily repay any outstanding borrowing under the 2015 Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans. Additionally, Tripadvisor believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, Tripadvisor classifies any borrowings under this facility as long term debt. The 2015 Credit Facility contains a number of covenants that, among other things, restrict Tripadvisor’s ability to: incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change its fiscal year. The Second Amendment also prohibits Tripadvisor from repurchasing shares of its common stock, and paying dividends, among other restrictions, during the Leverage Covenant Holiday. In connection with the Second Amendment and as collateral to secure the obligations, Tripadvisor and certain subsidiaries have pledged, and granted security interests and liens in and on, substantially all of their assets. The 2015 Credit Facility also requires Tripadvisor to maintain a minimum liquidity covenant and contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the 2015 Credit Facility will be entitled to take various actions, including the acceleration of all amounts due under the 2015 Credit Facility. Tripadvisor’s Chinese subsidiary was party to a $30 million, one-year revolving credit facility with Bank of America as of December 31, 2019. In June 2020, Tripadvisor terminated this credit facility. Tripadvisor had no outstanding borrowings under this credit facility at the time of termination or at December 31, 2019. Tripadvisor Senior Notes On July 9, 2020, Tripadvisor completed the sale of $500 million aggregate principal amount of 7.000% senior notes due July 15, 2025 (the "Senior Notes") pursuant to a purchase agreement, dated July 7, 2020, among Tripadvisor, the guarantors party thereto (the “Guarantors”) and the initial purchasers party thereto in a private offering. The Senior Notes were issued pursuant to an indenture, dated July 9, 2020 (the “Indenture”), among Tripadvisor, the Guarantors and Wilmington Trust, National Association, as trustee. The Indenture provides, among other things, that interest will be payable on the Senior Notes on January 15 and July 15 of each year, beginning on January 15, 2021, until their maturity date of July 15, 2025. The Senior Notes are senior unsecured obligations of Tripadvisor and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. Tripadvisor has the option to redeem all or a portion of the Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any. Tripadvisor may also redeem all or any portion of the Senior Notes at any time prior to July 15, 2022, at a price equal to 100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if any. In addition, before July 15, 2022, Tripadvisor may redeem up to 40% of the aggregate principal amount of the Senior Notes with the net proceeds of certain equity offerings at the redemption price set forth in the Indenture, provided that certain conditions are met. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the Indenture), Tripadvisor will be required to make an offer to purchase the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. These features have been evaluated as embedded derivatives under GAAP, however, they do not meet the requirements to be accounted for separately. In the third quarter of 2020, Tripadvisor used all proceeds from the Senior Notes to repay a portion of its 2015 Credit Facility outstanding borrowings. The deferred financing costs will be amortized over the remaining term of the Senior Notes, using the effective interest rate method, and recorded to interest expense on the unaudited condensed consolidated statements of operations. As of September 30, 2020, Tripadvisor estimated the fair value of its outstanding Senior Notes to be approximately $523 million and considered the Senior Notes to be a “Level 2” fair value measurement. The estimated fair value of the Senior Notes was based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. Debt Covenants As of September 30, 2020, Tripadvisor was in compliance with their debt covenants. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Redeemable Preferred Stock | |
Redeemable preferred stock | (7) Redeemable Preferred Stock On March 15, 2020, TripCo and Gregory B. Maffei entered into an Investment Agreement (the “Investment Agreement”) with Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC with respect to an investment in TripCo’s Series A Preferred Stock, which was later assigned to Certares LTRIP LLC (“Certares” or the “Purchaser”). Pursuant to the assigned Investment Agreement, Priority The Series A Preferred Stock ranks senior to the shares of common stock of TripCo, with respect to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of TripCo. The Series A Preferred Stock has a liquidation value equal to the sum of (i) $1,000, plus (ii) all unpaid dividends (whether or not declared) accrued with respect to such share. Voting and Convertibility Holders of Series A Preferred Stock are not entitled to any voting powers, except as otherwise specified in the Certificate of Designations or as required by Delaware law. Shares of Series A Preferred Stock are not convertible into TripCo common stock. Dividends Dividends on each share of Series A Preferred Stock will accrue on a daily basis at a rate of 8.00% of the liquidation value and will be payable annually, commencing after March 26, 2020. Dividends on each share of Series A Preferred Stock may be paid, at TripCo’s election, in cash, shares of the Company’s Series A common stock (“LTRPA”), or, at the election of the Purchaser, shares of the Company’s Series C common stock (“LTRPK”), provided, in each case, such shares are listed on a national securities exchange and are actively traded (such LTRPK shares, together with the LTRPA shares, the “Eligible Common Stock”), or a combination of cash and Eligible Common Stock. If a dividend is not declared and paid on the dividend payment date, the dividend amount will be added to the then-applicable liquidation price of the Series A Preferred Stock. Redemption The Company is required to redeem for cash shares of Series A Preferred Stock on the earlier of (i) the first business day after the fifth anniversary of March 26, 2020, or (ii) subject to certain exceptions, a change in control of TripCo. The “Redemption Price” in a mandatory redemption or the exercise of a holder’s put right will equal the greater of (i) the sum of the liquidation value on the redemption date, plus all unpaid dividends accrued since the last dividend date, and (ii) the product of the (x) initial liquidation value, multiplied by (y) an accretion factor (determined based on a formula set forth in the Certificate of Designations for the Series A Preferred Stock) with respect to the Tripadvisor Common Stock, less (z) the aggregate amount of all dividends paid in cash or shares of Eligible Common Stock from March 26, 2020 through the applicable redemption date. Put Right Following March 26, 2021, the Purchaser will have the right to cause TripCo to redeem all of the outstanding shares of Series A Preferred Stock at the Redemption Price for, at the election of TripCo, cash, shares of Eligible Common Stock, shares of Tripadvisor Common Stock or any combination of the foregoing, subject to certain limitations (the “Put Option”). The Purchaser may exercise its put right by delivering notice to TripCo within a certain number of days following the filing by TripCo of its periodic reports with the SEC, and TripCo will have 180 days from the delivery of such notice to redeem the outstanding Series A Preferred Stock. If TripCo determines not to redeem the Series A Preferred Stock within that 180-day period, TripCo may facilitate the sale of the Series A Preferred Stock and, if necessary, make the Purchaser whole for any shortfall from the redemption price. The Company evaluated the Put Option as an embedded derivative and determined it is not required to be bifurcated. Recognition As the Series A Preferred Stock is redeemable and the redemption triggers are outside of TripCo’s control, the Company is required to classify the shares outside of permanent equity. The Company will calculate the carrying value of the Series A Preferred Stock pursuant to the Redemption Price calculation, and any changes in the carrying value of the Series A Preferred Stock will be recorded directly to retained earnings, or to additional paid-in capital in the absence of retained earnings. The Company must adjust earnings for the change in the carrying value of the Series A Preferred Stock |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | (8) Stockholders’ Equity Preferred Stock TripCo’s preferred stock is issuable, from time to time, with such powers, designations, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by TripCo’s Board of Directors. See note 7 for a description of TripCo’s Series A Preferred Stock. Common Stock Series A common stock entitles the holders to one vote per share, Series B common stock entitles the holders to ten votes per share and Series C common stock, except as otherwise required by applicable law, entitles the holder to no voting rights. As of September 30, 2020, no shares of Series C common stock have been issued. All series of TripCo common stock participate on an equal basis with respect to dividends and distributions. Subsidiary Purchases of Common Stock During the nine months ended September 30, 2020, Tripadvisor repurchased 4,707,450 shares of its outstanding common stock for $115 million in the aggregate. No shares were repurchased during the three months ended September 30, 2020. As of September 30, 2020, Tripadvisor had approximately $75 million remaining available to repurchase shares of its common stock under this share repurchase program. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | (9) Commitments and Contingencies Litigation In the ordinary course of business, the Company and its subsidiaries are parties to legal proceedings and claims arising out of our operations. These matters may relate to claims involving alleged infringement of third-party intellectual property rights, defamation, taxes, regulatory compliance and other claims. Although it is reasonably possible that the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Segment Information | (10) Segment Information TripCo, through its ownership interests in Tripadvisor, is primarily engaged in the online commerce industries. TripCo identifies its reportable segments as (A) those operating segments that represent 10% or more of its consolidated annual revenue, annual adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of TripCo’s annual pre-tax earnings. TripCo evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, and revenue or sales per customer equivalent. In addition, TripCo reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. We have identified the following as reportable segments: ● Hotels, Media & Platform – includes the following revenue sources: (1) Tripadvisor-branded hotels revenue – primarily consisting of hotel auction revenue, and to a lesser extent, subscription-based advertising, hotel sponsored placements revenue and cost-per-action revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of display-based advertising revenue. All direct general and administrative costs are included in the applicable segments and business units, however, all corporate general and administrative costs are included in the Hotels, Media & Platform reportable segment. In addition, the Hotels, Media & Platform reportable segment includes all Tripadvisor-related brand advertising expenses (primarily television advertising) and technical infrastructure and other costs supporting the Tripadvisor platform. ● Experiences & Dining – Tripadvisor provides information and services for consumers to research and book activities and attractions in popular travel destinations both through Viator, Tripadvisor’s dedicated Experiences business, and on Tripadvisor’s website and mobile apps. Tripadvisor generates commissions for each booking transaction it facilitates through its online reservation system. Tripadvisor also provides information and services for consumers to research and book restaurants in popular travel destinations through its dedicated restaurant reservations business, TheFork, and on Tripadvisor-branded websites and mobile apps. Tripadvisor’s accounting policies are the same as those described in the Company’s Summary of Significant Accounting Policies included in the Annual Report on Form 10-K for the year ended December 31, 2019. Performance Measures Tripadvisor disaggregates revenue from contracts with customers into major products/revenue sources. Tripadvisor has determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue is recognized primarily at a point in time for all reported segments. Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Hotels, Media & Platform TripAdvisor-branded hotels $ 67 197 235 624 TripAdvisor-branded display and platform 13 41 52 122 Total Hotels, Media & Platform 80 238 287 746 Experiences & Dining 53 141 150 346 Corporate and other 18 49 51 133 Total Revenue $ 151 428 488 1,225 The following table provides information about the opening and closing balances of accounts receivable and contract assets from contracts with customers: September 30, 2020 December 31, 2019 amounts in millions Accounts receivable $ 80 176 Contract assets 11 7 Total $ 91 183 Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that Tripadvisor has transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. Contract liabilities generally include payments received in advance of performance under the contract, and are realized as revenue as the performance obligation to the customer is satisfied, which Tripadvisor presents as deferred revenue on its consolidated balance sheets. As of January 1, 2020, Tripadvisor had $62 million recorded as deferred revenue on its condensed consolidated balance sheet, of which $5 million and $49 million were recognized as revenue and $1 million and $11 million were refunded due to cancellations by travelers during the three and nine months ended September 30, 2020, respectively. As of January 1, 2019, Tripadvisor had $63 million recorded as deferred revenue in the condensed consolidated balance sheet, of which $10 million and $56 million were recognized as revenue and $2 million was refunded due to cancellations by travelers during the nine months ended September 30, 2019. During the three months ended September 30, 2019, refunds due to cancellations by travelers were not material. The difference between the opening and closing balances of Tripadvisor’s deferred revenue primarily results from the timing differences between when Tripadvisor receives customer payments and the time in which Tripadvisor satisfies its performance obligations. The difference between the opening and closing balances of Tripadvisor’s contract assets primarily results from the timing difference between when Tripadvisor satisfies its performance obligations and the time when the principal completes the service in the transaction. There were no significant changes in contract assets or deferred revenue during the nine months ended September 30, 2020 and 2019 related to business combinations, impairments, cumulative catch-ups or other material adjustments. However, to the extent the COVID-19 pandemic continues, Tripadvisor may incur additional significant and unanticipated cancellations by consumers related to future travel, accommodations and tour bookings, which had been reserved by travelers and recorded as deferred revenue as of September 30, 2020 and December 31, 2019 For segment reporting purposes, TripCo defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses (excluding stock-based compensation), adjusted for specifically identified non-recurring transactions. TripCo believes this measure is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results, and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, equity settled liabilities (including stock-based compensation), separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. TripCo generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. Adjusted OIBDA is summarized as follows: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Hotels, Media & Platform $ 4 93 25 306 Experiences & Dining 1 15 (56) (1) Corporate and other 9 20 4 36 Consolidated TripCo $ 14 128 (27) 341 In addition, we do not report assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Adjusted OIBDA $ 14 128 (27) 341 Stock-based compensation (29) (31) (81) (94) Depreciation and amortization (41) (42) (126) (125) Restructuring charges — — (42) — Impairment of goodwill and intangible assets (3) — (550) — Operating income (loss) (59) 55 (826) 122 Interest expense (13) (5) (27) (16) Other, net — 19 (25) 33 Earnings (loss) before income taxes $ (72) 69 (878) 139 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of stock-based compensation expense | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Operating expense $ 12 13 33 40 Selling, general and administrative expense 17 18 48 54 $ 29 31 81 94 |
Series A | |
Schedule of stock-based compensation activity | Weighted average remaining Aggregate contractual intrinsic Series A WAEP life value in thousands in years in millions Outstanding at January 1, 2020 717 $ 13.65 Granted 77 $ 2.72 Exercised — $ — Forfeited/Cancelled (271) $ 14.11 Outstanding at September 30, 2020 523 $ 11.80 4.8 $ — Exercisable at September 30, 2020 294 $ 16.55 3.6 $ — |
Series B | |
Schedule of stock-based compensation activity | Weighted average remaining Aggregate contractual intrinsic Series B WAEP life value in thousands in years in millions Outstanding at January 1, 2020 1,824 $ 27.63 Granted — $ — Exercised — $ — Forfeited/Cancelled — $ — Outstanding at September 30, 2020 1,824 $ 27.63 4.2 $ 15 Exercisable at September 30, 2020 1,824 $ 27.63 4.2 $ 15 |
Tripadvisor | |
Schedule of stock-based compensation activity | Weighted average TripAdvisor remaining Aggregate stock contractual intrinsic options WAEP life value in thousands in years in millions Outstanding at January 1, 2020 6,017 $ 50.27 Granted 1,091 $ 25.29 Exercised (2) $ 17.22 Cancelled or expired (1,220) $ 46.10 Outstanding at September 30, 2020 5,886 $ 46.52 5.5 $ — Exercisable at September 30, 2020 3,360 $ 55.74 3.5 $ — |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings (Loss) Per Common Share (EPS) | |
Reconciliation of Basic and Diluted Weighted Average Shares | Liberty TripAdvisor Holdings Common Stock Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 number of shares in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ (17) 16 (200) 17 Less: Preferred stock carrying value adjustment and transaction costs 17 — 47 — Net earnings (loss) available to common shareholders $ (34) 16 (247) 17 Denominator Basic WASO 75 75 75 75 Potentially dilutive shares 1 — 1 — Diluted WASO 76 75 76 75 |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | September 30, 2020 December 31, 2019 Quoted prices Significant Quoted prices Significant in active other in active other markets for observable markets for observable identical assets inputs identical assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 6 6 — 22 22 — Variable prepaid forward $ 4 — 4 — — — |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Hotels, Media & Platform Experiences & Dining Corporate and other Total (in millions) Balance at January 1, 2020 $ 1,923 333 271 2,527 Allocation to new segment (1) 6 — (6) — Impairments (2) (279) — (21) (300) Dispositions (3) — — (18) (18) Other (4) — 13 (1) 12 Balance at September 30, 2020 $ 1,650 346 225 2,221 (1) Re-allocation of goodwill as a result of changes to reporting units related to Tripadvisor internal restructuring. (2) TripCo recorded an $18 million goodwill impairment related to a business that was sold in June 2020, and an additional $3 million goodwill impairment during the third quarter of 2020 as a result of strategic decisions made regarding Tripadvisor’s China business. See discussion of the Hotels, Media & Platform reporting unit impairment below. (3) Dispositions relates to the sale of the aforementioned Tripadvisor business. (4) Other changes primarily relate to immaterial acquisitions and foreign currency translation on goodwill. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Schedule of outstanding debt | September 30, December 31, 2020 2019 amounts in millions TripCo margin loan $ — 355 TripCo variable prepaid forward 41 — Tripadvisor Credit Facilities — — Tripadvisor Senior Notes 500 — Deferred financing costs (10) (2) Total consolidated TripCo debt 531 353 Debt classified as current — — Total long-term debt $ 531 353 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Schedule of disaggregation of revenue | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Hotels, Media & Platform TripAdvisor-branded hotels $ 67 197 235 624 TripAdvisor-branded display and platform 13 41 52 122 Total Hotels, Media & Platform 80 238 287 746 Experiences & Dining 53 141 150 346 Corporate and other 18 49 51 133 Total Revenue $ 151 428 488 1,225 |
Schedule of contract balances | September 30, 2020 December 31, 2019 amounts in millions Accounts receivable $ 80 176 Contract assets 11 7 Total $ 91 183 |
Schedule of performance measures | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Hotels, Media & Platform $ 4 93 25 306 Experiences & Dining 1 15 (56) (1) Corporate and other 9 20 4 36 Consolidated TripCo $ 14 128 (27) 341 |
Reconciliation of consolidated Adjusted OIBDA to operating income and earnings (loss) before income taxes | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 amounts in millions Adjusted OIBDA $ 14 128 (27) 341 Stock-based compensation (29) (31) (81) (94) Depreciation and amortization (41) (42) (126) (125) Restructuring charges — — (42) — Impairment of goodwill and intangible assets (3) — (550) — Operating income (loss) (59) 55 (826) 122 Interest expense (13) (5) (27) (16) Other, net — 19 (25) 33 Earnings (loss) before income taxes $ (72) 69 (878) 139 |
Basis of Presentation - Descrip
Basis of Presentation - Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Redeemable preferred stock, shares issued | 325,000 | 325,000 | 325,000 | 0 | ||||
Dividend rate percentage | 8.00% | |||||||
Redeemable preferred stock, par value | $ 0.01 | |||||||
Shares issued price per share | $ 1,000 | |||||||
Liberty Media | ||||||||
Related Party Transaction, Amounts of Transaction | $ 1 | $ 1 | $ 3 | $ 2 | ||||
Liberty Media | CEO | ||||||||
CEO compensation allocation percentage | 5.00% | |||||||
Tripadvisor | ||||||||
Income tax expense (benefit), CARES act | 3 | $ 22 | ||||||
Government grants and other assistance | 3 | 10 | ||||||
Proceeds from government grants and other assistance | 5 | |||||||
Payroll tax credits receivable under the CARES act | $ 5 | $ 5 | ||||||
Tripadvisor | 2015 Credit Facilities | ||||||||
Proceeds from issuance of debt | $ 700 | |||||||
Tripadvisor | Senior Note | ||||||||
Proceeds from issuance of debt | $ 500 |
Stock-Based Compensation - Trip
Stock-Based Compensation - TripCo Incentive Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 29 | $ 31 | $ 81 | $ 94 |
Operating expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 12 | 13 | 33 | 40 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 17 | 18 | $ 48 | 54 |
2019 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Dividend rate | 0.00% | |||
Tripadvisor | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 28 | $ 29 | $ 80 | $ 91 |
Stock-Based Compensation - Tr_2
Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2019 Plan $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)item$ / sharesshares | |
Additional disclosures | |
Unvested value not yet recognized | $ | $ 373 |
Weighted average period the unrecognized compensation cost will be recognized | 2 years 8 months 12 days |
Amount of share reserve | 2,300 |
Stock Options | Series A | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning balance | 717 |
Granted | 77 |
Forfeited/Cancelled | (271) |
Outstanding ending balance | 523 |
Options exercisable | 294 |
WAEP | |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 13.65 |
Weighted average exercise price, options granted (in dollars per share) | $ / shares | 2.72 |
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | $ / shares | 14.11 |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | 11.80 |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 16.55 |
Weighted average remaining contractual term outstanding | 4 years 9 months 18 days |
Weighted average remaining contractual term exercisable | 3 years 7 months 6 days |
Stock Options | Series B | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning balance | 1,824 |
Outstanding ending balance | 1,824 |
Options exercisable | 1,824 |
WAEP | |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 27.63 |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | 27.63 |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 27.63 |
Weighted average remaining contractual term outstanding | 4 years 2 months 12 days |
Weighted average remaining contractual term exercisable | 4 years 2 months 12 days |
Outstanding, aggregate intrinsic value | $ | $ 15 |
Exercisable, aggregate intrinsic value | $ | $ 15 |
Performance Based RSUs | Series B | CEO | |
Additional disclosures | |
RSUs granted | 242 |
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 3.08 |
Vesting period | 1 year |
Time Based RSUs | Series B | CEO | |
Additional disclosures | |
RSUs granted | 30 |
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 4.76 |
Percentage of base salary | 50.00% |
Number of quarters | item | 3 |
Percentage of base salary to be waived | 50.00% |
Stock-Based Compensation - Tr_3
Stock-Based Compensation - TripAdvisor Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Jul. 15, 2020 | May 27, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Restricted Stock Units (RSUs) | |||||
Additional disclosures | |||||
Vesting period | 2 years | 4 years | |||
Accelerated vesting additional share based compensation expense | $ 6 | $ 11 | |||
Tripadvisor | 2018 Plan | RSUs and MSUs | |||||
Additional disclosures | |||||
Weighted average period the unrecognized compensation cost will be recognized | 1 year 10 months 24 days | ||||
RSUs and MSUs granted (in shares) | 6,000 | ||||
RSUs and MSUs vested (in shares) | 3,000 | ||||
RSUs and MSUs cancelled | 4,000 | ||||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ 24.56 | ||||
Weighted average grant date fair value, RSUs and MSUs vested (in dollars per share) | 46.45 | ||||
Weighted average grant date fair value, RSUs and MSUs cancelled (in dollars per share) | $ 37.83 | ||||
Unrecognized compensation cost, unvested RSUs and MSUs | $ 193 | $ 193 | |||
Tripadvisor | 2011 and 2018 Plans | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding beginning balance | 6,017 | ||||
Granted | 1,091 | ||||
Exercised | (2) | ||||
Cancelled or expired | (1,220) | ||||
Outstanding ending balance | 5,886 | 5,886 | |||
Options exercisable | 3,360 | 3,360 | |||
WAEP | |||||
Weighted average exercise price, options outstanding (in dollars per share) | $ 50.27 | ||||
Weighted average exercise price, options granted (in dollars per share) | 25.29 | ||||
Weighted average exercise price, options exercised (in dollars per share) | 17.22 | ||||
Weighted average exercise price, options cancelled or expired (in dollars per share) | 46.10 | ||||
Weighted average exercise price, options outstanding (in dollars per share) | $ 46.52 | 46.52 | |||
Weighted average exercise price, options exercisable (in dollars per share) | $ 55.74 | $ 55.74 | |||
Weighted average remaining contractual term outstanding | 5 years 6 months | ||||
Weighted average remaining contractual term exercisable | 3 years 6 months | ||||
Additional disclosures | |||||
Weighted average grant date fair value, options (in dollars per share) | $ 10.08 | ||||
Unrecognized compensation cost, unvested options (in dollars) | $ 22 | $ 22 | |||
Weighted average period the unrecognized compensation cost will be recognized | 1 year 10 months 24 days | ||||
Stock options exercised intrinsic value | $ 2 | $ 2 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (EPS) (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (17) | $ 16 | $ (200) | $ 17 |
Less: Preferred stock carrying value adjustment and transaction costs | 17 | 47 | ||
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (34) | $ 16 | $ (247) | $ 17 |
Denominator | ||||
Basic EPS (In Shares) | 75 | 75 | 75 | 75 |
Potentially dilutive shares (In Shares) | 1 | 1 | ||
Diluted EPS (In Shares) | 76 | 75 | 76 | 75 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1 | 2 | 1 | 2 |
Preferred Stock Put Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13 | 13 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) $ in Millions | Mar. 09, 2020USD ($)$ / itemshares | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Forward Contracts | Variable Prepaid Forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Forward Contract Shares indexed | shares | 2.4 | ||
Forward floor price | $ / item | 17.25 | ||
Forward cap price | $ / item | 26.84 | ||
Variable prepaid forward prepayment received | $ 34 | ||
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 6 | $ 22 | |
Recurring | Variable Prepaid Forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 4 | ||
Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 6 | $ 22 | |
Recurring | Level 2 | Variable Prepaid Forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | $ 4 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
Goodwill | |||
Goodwill, beginning balance | $ 2,527 | ||
Goodwill impairment | $ (3) | (300) | |
Dispositions | $ (18) | (18) | |
Other | 12 | ||
Goodwill, ending balance | 2,221 | 2,221 | |
Hotel, Media & Platform | |||
Goodwill | |||
Goodwill, beginning balance | 1,923 | ||
Allocation to new segment | 6 | ||
Goodwill impairment | (279) | ||
Goodwill, ending balance | 1,650 | 1,650 | |
Experiences & Dining | |||
Goodwill | |||
Goodwill, beginning balance | 333 | ||
Other | 13 | ||
Goodwill, ending balance | 346 | 346 | |
Corporate and other | |||
Goodwill | |||
Goodwill, beginning balance | 271 | ||
Allocation to new segment | (6) | ||
Goodwill impairment | (21) | ||
Dispositions | (18) | ||
Other | (1) | ||
Goodwill, ending balance | $ 225 | $ 225 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Impairments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | |
Impairments | |||
Goodwill impairments | $ 3 | $ 300 | |
Tripadvisor | |||
Impairments | |||
Accumulated goodwill impairment | $ 1,571 | $ 1,571 | |
Tripadvisor | Goodwill | |||
Impairments | |||
Goodwill impairments | $ 279 | ||
Tripadvisor | Trademarks | |||
Impairments | |||
Impairment of intangible assets | $ 250 |
Debt - Outstanding debt (Detail
Debt - Outstanding debt (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Financing | ||
Deferred financing costs | $ (10) | $ (2) |
Total consolidated TripCo debt | 531 | 353 |
Total long-term debt | 531 | 353 |
Margin loan | ||
Debt Financing | ||
Carrying amount of debt | $ 355 | |
Variable Prepaid Forward | ||
Debt Financing | ||
Carrying amount of debt | 41 | |
Tripadvisor | Senior Notes | ||
Debt Financing | ||
Carrying amount of debt | $ 500 |
Debt - TripCo Margin Loan and V
Debt - TripCo Margin Loan and Variable Postpaid Forward (Details) - USD ($) shares in Millions, $ in Millions | Mar. 26, 2020 | Mar. 09, 2020 | Sep. 30, 2020 |
Variable Prepaid Forward | Forward Contracts | |||
Debt Financing | |||
Variable prepaid forward prepayment received | $ 34 | ||
Derivative contract term | 3 years | ||
Accreted loan total at maturity | $ 42 | ||
Common stock pledged as collateral | 2.4 | ||
Value of common stock pledged as collateral. | $ 47 | ||
Margin loan | |||
Debt Financing | |||
Repayments of debt | $ 363 |
Debt - TripAdvisor Credit Facil
Debt - TripAdvisor Credit Facilities (Details) - Tripadvisor - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2015 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 05, 2020 | May 04, 2020 | Mar. 31, 2020 | May 12, 2017 | May 11, 2017 | |
2015 Credit Facilities | |||||||||
Debt Financing | |||||||||
Debt Instrument Term | 5 years | ||||||||
Maximum borrowing capacity | $ 1,000 | $ 1,200 | $ 1,000 | $ 1,200 | $ 1,000 | ||||
Minimum liquidity covenant amount | $ 150 | ||||||||
Borrowings outstanding on line of credit | $ 700 | ||||||||
Amount of interest expense and commitment fees | $ 2 | $ 9 | |||||||
Interest expense | $ 1 | ||||||||
Debt financing costs | 4 | $ 4 | |||||||
2015 Credit Facilities | Minimum | |||||||||
Debt Financing | |||||||||
Commitment fee | 0.50% | ||||||||
2015 Credit Facilities | LIBOR | |||||||||
Debt Financing | |||||||||
Variable rate basis | LIBOR | ||||||||
Margin | 2.25% | ||||||||
Floor rate (as a percent) | 1.00% | ||||||||
Letter of Credit | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | 15 | $ 15 | |||||||
Borrowings outstanding on line of credit | 3 | 3 | |||||||
Same-day notice borrowings | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | $ 40 | $ 40 |
Debt - TripAdvisor Chinese Cred
Debt - TripAdvisor Chinese Credit Facilities (Details) - Tripadvisor's Chinese subsidiary - Chinese Credit facilities - Chinese Credit Facility-BOA - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2020 | |
Debt Financing | ||
Maximum borrowing capacity | $ 30 | |
Debt Instrument Term | 1 year | |
Borrowings outstanding on line of credit | $ 0 | $ 0 |
Debt - TripAdvisor Senior Notes
Debt - TripAdvisor Senior Notes (Details) - Tripadvisor - Senior Notes - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Jul. 09, 2020 | |
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 500 | |
Interest rate | 7.00% | |
Unpaid interest price | 100.00% | |
Redemption percentage with certain equity offerings maximum | 40.00% | |
Aggregate redemption price in the event of a Change of Control Triggering Event | 101.00% | |
Level 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt fair value | $ 523 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Redeemable Preferred Stock | ||||
Redeemable preferred stock, shares issued | 325,000 | 325,000 | 325,000 | 0 |
Shares issued price per share | $ 1,000 | |||
Redemption price per share | $ 1,000 | |||
Dividend rate percentage | 8.00% | |||
Redemption period | 180 days | |||
Preferred stock adjustment for the Redemption Price | $ 17 | $ 47 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended | |
Sep. 30, 2020Voteshares | Dec. 31, 2019shares | |
Series A | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 1 | |
Common stock shares issued | shares | 72,167,796 | 72,152,848 |
Series B | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 10 | |
Common stock shares issued | shares | 2,952,569 | 2,929,401 |
Series C | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 0 | |
Common stock shares issued | shares | 0 | 0 |
Stockholders' Equity - Subsidia
Stockholders' Equity - Subsidiary Purchases of Common Stock (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | |
Equity, Class of Treasury Stock [Line Items] | ||
Payment for shares repurchased | $ 115 | |
Tripadvisor | ||
Equity, Class of Treasury Stock [Line Items] | ||
Payment for shares repurchased | $ 115 | |
Stock repurchased | shares | 0 | 4,707,450 |
Stock repurchase remaining amount authorized | $ 75 | $ 75 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 151 | $ 428 | $ 488 | $ 1,225 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 18 | 49 | 51 | 133 |
Hotel, Media & Platform | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 80 | 238 | 287 | 746 |
Tripadvisor-branded hotels | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67 | 197 | 235 | 624 |
Tripadvisor-branded display and platform | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13 | 41 | 52 | 122 |
Experiences & Dining | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 53 | $ 141 | $ 150 | $ 346 |
Segment Information - Contract
Segment Information - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Segment Information | |||||||
Accounts receivable | $ 80 | $ 80 | $ 176 | ||||
Contract assets | 11 | 11 | 7 | ||||
Total | 91 | 91 | $ 183 | ||||
Deferred revenue | $ 62 | $ 63 | |||||
Contract with customer revenue recognized | 5 | $ 10 | 49 | $ 56 | |||
Amount of revenue refunded | $ 1 | $ 11 | $ 2 |
Segment Information - Performan
Segment Information - Performance Measures and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segments | ||||
Adjusted OIBDA | $ 14 | $ 128 | $ (27) | $ 341 |
Corporate and other | ||||
Segments | ||||
Adjusted OIBDA | 9 | 20 | 4 | 36 |
Hotel, Media & Platform | Operating Segments | ||||
Segments | ||||
Adjusted OIBDA | 4 | 93 | 25 | 306 |
Experiences & Dining | Operating Segments | ||||
Segments | ||||
Adjusted OIBDA | $ 1 | $ 15 | $ (56) | $ (1) |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Information | ||||
Adjusted OIBDA | $ 14 | $ 128 | $ (27) | $ 341 |
Stock-based compensation | (29) | (31) | (81) | (94) |
Depreciation and amortization | (41) | (42) | (126) | (125) |
Restructuring charges | (42) | |||
Impairment of goodwill and intangible assets | (3) | (550) | ||
Operating income (loss) | (59) | 55 | (826) | 122 |
Interest expense | (13) | (5) | (27) | (16) |
Other, net | 19 | (25) | 33 | |
Earnings (loss) before income taxes | $ (72) | $ 69 | $ (878) | $ 139 |