Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39576 | |
Entity Registrant Name | Global Business Travel Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0598290 | |
Entity Address, Address Line One | 666 3rd Avenue, 4th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 646 | |
Local Phone Number | 344-1290 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | GBTG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 465,033,204 | |
Entity Central Index Key | 0001820872 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 335 | $ 303 |
Prepaid expenses and other current assets | 161 | 130 |
Total current assets | 1,487 | 1,234 |
Property and equipment, net | 228 | 218 |
Equity method investments | 13 | 14 |
Goodwill | 1,207 | 1,188 |
Other intangible assets, net | 597 | 636 |
Operating lease right-of-use assets | 51 | 58 |
Deferred tax assets | 340 | 333 |
Other non-current assets | 57 | 47 |
Total assets | 3,980 | 3,728 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 447 | 452 |
Current portion of operating lease liabilities | 17 | 17 |
Current portion of long-term debt | 6 | 3 |
Total current liabilities | 908 | 773 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 1,353 | 1,219 |
Deferred tax liabilities | 19 | 24 |
Pension liabilities | 146 | 147 |
Long-term operating lease liabilities | 58 | 61 |
Earnout derivative liabilities | 106 | 90 |
Other non-current liabilities | 51 | 43 |
Total liabilities | 2,641 | 2,357 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 373 | 334 |
Accumulated deficit | (191) | (175) |
Accumulated other comprehensive loss | (5) | (7) |
Total equity of the Company's stockholders | 177 | 152 |
Equity attributable to non-controlling interest in subsidiaries | 1,162 | 1,219 |
Total stockholders' equity | 1,339 | 1,371 |
Total liabilities and stockholders' equity | 3,980 | 3,728 |
Class A common stock | ||
Stockholders' equity: | ||
Shares | 0 | 0 |
Class B common stock | ||
Stockholders' equity: | ||
Shares | 0 | 0 |
GAAP Nonrelated Party | ||
Current assets: | ||
Accounts receivable, net | 953 | 765 |
Current liabilities: | ||
Accounts payable | 386 | 253 |
Affiliate | ||
Current assets: | ||
Accounts receivable, net | 38 | 36 |
Current liabilities: | ||
Accounts payable | $ 52 | $ 48 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for credit losses | $ 26 | $ 23 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 70,429,526 | 67,753,543 |
Common stock, shares outstanding (in shares) | 70,429,526 | 67,753,543 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 394,448,481 | 394,448,481 |
Common stock, shares outstanding (in shares) | 394,448,481 | 394,448,481 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 592 | $ 486 | $ 1,170 | $ 836 |
Costs and expenses: | ||||
Cost of revenue (excluding depreciation and amortization shown separately below) | 242 | 199 | 483 | 372 |
Sales and marketing | 102 | 85 | 205 | 159 |
Technology and content | 102 | 97 | 200 | 187 |
General and administrative | 88 | 84 | 164 | 147 |
Restructuring charges | 7 | (5) | 30 | (3) |
Depreciation and amortization | 49 | 45 | 95 | 89 |
Total operating expenses | 590 | 505 | 1,177 | 951 |
Operating income (loss) | 2 | (19) | (7) | (115) |
Interest expense | (35) | (24) | (69) | (43) |
Fair value movement on earnouts and warrants derivative liabilities | (19) | 36 | (16) | 36 |
Other (loss) income, net | (5) | 2 | 2 | |
Loss before income taxes and share of losses from equity method investments | (57) | (5) | (92) | (120) |
Benefit from income taxes | 2 | 4 | 10 | 29 |
Share of losses from equity method investments | (1) | (2) | ||
Net loss | (55) | (2) | (82) | (93) |
Less: net loss attributable to non-controlling interests in subsidiaries | (41) | (23) | (66) | (114) |
Net (loss) income attributable to the Company's Class A common stockholders | $ (14) | $ 21 | $ (16) | $ 21 |
Basic (loss) earnings per share attributable to the Company's Class A common stockholders | $ (0.23) | $ 0.44 | $ (0.27) | $ 0.44 |
Weighted average number of shares outstanding - Basic | 61,852,280 | 48,867,969 | 61,118,570 | 48,867,969 |
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.23) | $ (0.27) | $ (0.21) | |
Weighted average number of shares outstanding - Diluted | 61,852,280 | 444,320,221 | 61,118,570 | 444,320,221 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (55) | $ (2) | $ (82) | $ (93) |
Other comprehensive (loss) income, net of tax: | ||||
Change in currency translation adjustments, net of tax | 4 | (74) | 13 | (90) |
Unrealized gains on cash flow hedge, net of tax: | ||||
Unrealized gains on cash flow hedges arising during the period | 14 | 4 | 3 | 13 |
Unrealized gains on cash flow hedges reclassed to interest expense | (2) | (4) | ||
Amortization of actuarial (loss) gain and prior service cost in net periodic pension cost, net of tax | (1) | 1 | (1) | 1 |
Other comprehensive income (loss), net of tax | 15 | (69) | 11 | (76) |
Comprehensive loss | (40) | (71) | (71) | (169) |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries | (28) | (88) | (57) | (186) |
Comprehensive (loss) income attributable to the Company's Class A common stockholders | $ (12) | $ 17 | $ (14) | $ 17 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Millions | 6 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Operating activities: | ||
Net loss | $ (82) | $ (93) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 95 | 89 |
Deferred tax benefit | (13) | (31) |
Equity-based compensation | 41 | 8 |
Allowance for credit losses | 7 | 1 |
Fair value movement on earnouts and warrants derivative liabilities | 16 | (36) |
Other | 5 | 4 |
Defined benefit pension funding | (14) | (19) |
Proceeds from termination of interest rate swap | 23 | |
Changes in working capital | ||
Accounts receivable | (193) | (346) |
Prepaid expenses and other current assets | (36) | (8) |
Due from affiliates | (15) | |
Due to affiliates | 8 | |
Accounts payable, accrued expenses and other current liabilities | 135 | 114 |
Net cash used in operating activities | (31) | (309) |
Investing activities: | ||
Purchase of property and equipment | (59) | (42) |
Other | (5) | |
Net cash used in investing activities | (64) | (42) |
Financing activities: | ||
Proceeds from reverse recapitalization, net | 269 | |
Redemption of preference shares | (168) | |
Proceeds from senior secured term loans | 131 | 200 |
Repayment of senior secured term loans | (1) | (1) |
Repayment of finance lease obligations | (2) | (2) |
Payment of debt financing costs | (2) | |
Other | (3) | |
Net cash from financing activities | 123 | 298 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 4 | (16) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 32 | (69) |
Cash, cash equivalents and restricted cash, beginning of period | 316 | 525 |
Cash, cash equivalents and restricted cash, end of period | 348 | 456 |
Supplemental cash flow information: | ||
Cash refund for income taxes (net of payments) | 1 | |
Cash paid for interest (net of interest received) | 70 | 38 |
Dividend accrued on preferred shares | $ 8 | |
Non-cash additions for operating lease right-of-use assets | 5 | |
Non-cash additions for finance lease | 3 | |
Issuance of shares to settle liability | $ 4 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Cash, cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | $ 335 | $ 303 |
Restricted cash (included in other non-current assets) | 13 | 13 |
Cash, cash equivalents and restricted cash | $ 348 | $ 316 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total equity of the Company's stockholders | Common Stock Voting ordinary shares | Common Stock Non-voting ordinary shares | Common Stock Profit shares | Common Stock Class A common stock | Common Stock Class B common stock | Additional paid-in capital | Accumulated deficit | Total accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries | Total |
Beginning balance at Dec. 31, 2021 | $ 1,333 | $ 2,560 | $ (1,065) | $ (162) | $ 1 | $ 1,334 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Dividend on preferred shares | (5) | (5) | (5) | ||||||||
Equity-based compensation | 3 | 3 | 3 | ||||||||
Other comprehensive loss, net of tax | (7) | (7) | (7) | ||||||||
Net loss | (91) | (91) | (91) | ||||||||
Ending balance at Mar. 31, 2022 | 1,233 | 2,558 | (1,156) | (169) | 1 | 1,234 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Beginning balance at Dec. 31, 2021 | 1,333 | 2,560 | (1,065) | (162) | 1 | 1,334 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Other comprehensive loss, net of tax | (76) | ||||||||||
Net loss | (93) | ||||||||||
Ending balance at Jun. 30, 2022 | 86 | 244 | (128) | (30) | 1,180 | 1,266 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 56,945,033 | 394,448,481 | |||||||||
Beginning balance at Mar. 31, 2022 | 1,233 | 2,558 | (1,156) | (169) | 1 | 1,234 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Dividend on preferred shares | (3) | (3) | (3) | ||||||||
Other comprehensive loss, net of tax | (69) | ||||||||||
Net loss | (2) | ||||||||||
Equity-based compensation prior to reverse recapitalization | 2 | 2 | 2 | ||||||||
Additional shares issued to Expedia | 6 | 6 | 6 | ||||||||
Number of shares issued | 59,111 | ||||||||||
Net loss prior to reverse recapitalization | (30) | (30) | (30) | ||||||||
Other comprehensive loss, net of tax, prior to reverse recapitalization | (40) | (40) | (40) | ||||||||
Reverse recapitalization, net | (1,102) | (2,322) | 1,037 | 183 | 1,197 | 95 | |||||
Reverse recapitalization, net (in shares) | (36,000,000) | (8,473,083) | (800,000) | 56,945,033 | 394,448,481 | ||||||
Equity-based compensation after the reverse recapitalization | 3 | 3 | 3 | ||||||||
Net income after the reverse recapitalization | 21 | 21 | 7 | 28 | |||||||
Other comprehensive loss, net of tax, after the reverse recapitalization | (4) | (4) | (25) | (29) | |||||||
Ending balance at Jun. 30, 2022 | 86 | 244 | (128) | (30) | 1,180 | 1,266 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 56,945,033 | 394,448,481 | |||||||||
Beginning balance at Dec. 31, 2022 | 152 | 334 | (175) | (7) | 1,219 | 1,371 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 67,753,543 | 394,448,481 | |||||||||
Equity-based compensation | 19 | 19 | 19 | ||||||||
Shares issued on vesting of / exercise of equity awards | 1 | 1 | 1 | ||||||||
Shares issued on vesting of / exercise of equity awards (in shares) | 2,849,386 | ||||||||||
Shares withheld for taxes in relation to vesting of equity awards | (8) | (8) | (8) | ||||||||
Shares withheld for taxes in relation to vesting of equity awards (in shares) | (1,103,937) | ||||||||||
Other comprehensive loss, net of tax | (4) | (4) | |||||||||
Net loss | (2) | (2) | (25) | (27) | |||||||
Ending balance at Mar. 31, 2023 | 162 | 346 | (177) | (7) | 1,190 | 1,352 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 69,498,992 | 394,448,481 | |||||||||
Beginning balance at Dec. 31, 2022 | 152 | 334 | (175) | (7) | 1,219 | 1,371 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 67,753,543 | 394,448,481 | |||||||||
Other comprehensive loss, net of tax | 11 | ||||||||||
Net loss | (82) | ||||||||||
Ending balance at Jun. 30, 2023 | 177 | 373 | (191) | (5) | 1,162 | 1,339 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 70,429,526 | 394,448,481 | |||||||||
Beginning balance at Mar. 31, 2023 | 162 | 346 | (177) | (7) | 1,190 | 1,352 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 69,498,992 | 394,448,481 | |||||||||
Equity-based compensation | 22 | 22 | 22 | ||||||||
Shares issued on vesting of / exercise of equity awards | 1 | 1 | 1 | ||||||||
Shares issued on vesting of / exercise of equity awards (in shares) | 355,125 | ||||||||||
Shares issued to settle liability (in shares) | 575,409 | ||||||||||
Shares issued to settle liability | 4 | 4 | 4 | ||||||||
Other comprehensive loss, net of tax | 2 | 2 | 13 | 15 | |||||||
Net loss | (14) | (14) | (41) | (55) | |||||||
Ending balance at Jun. 30, 2023 | $ 177 | $ 373 | $ (191) | $ (5) | $ 1,162 | $ 1,339 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 70,429,526 | 394,448,481 |
Business Description and Basis
Business Description and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Business Description and Basis of Presentation | |
Business Description and Basis of Presentation | (1) Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited (“GBT JerseyCo” and all together the “Company”), is a leading platform serving travel primarily for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants. On December 2, 2021, GBT JerseyCo entered into a business combination agreement (“Business Combination Agreement”) with GBTG (formerly known as Apollo Strategic Growth Capital or “APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 and GBT JerseyCo became a direct subsidiary of GBTG. The Business Combination was accounted for as a reverse recapitalization, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). The Company has one reportable segment. Simplification of organization and capital structure As of June 30, 2023 and prior to giving effect to the Corporate Simplification (as defined below): (a) (b) (c) (d) On July 10, 2023, GBTG entered into a series of transactions that simplified its organizational structure by eliminating the Company’s Up-C structure (the “Corporate Simplification”). See note 20 – Subsequent Events Impact of COVID-19 There have been improvements in the Company’s business and operating conditions since the outset of the COVID-19 pandemic in March 2020; however, the Company cannot predict the long-term effects of the pandemic on its business. As travel restrictions have been relaxed and travel patterns return, the Company has seen gradual improvement in its key volume metrics during 2022 and through the first half of 2023. Although the Company’s results for the first quarter of 2022 included a strong recovery from the pandemic, the Omicron variant of COVID-19 limited the recovery of the Company’s business during that period. Consequently, the results for the six months ended June 30, 2023 include upside from such recovery in comparison to the same period in the prior year. The Company incurred a net loss of $82 million and had cash outflows from operations of $31 million during the six months ended June 30, 2023, compared to a net loss of $93 million and cash outflows from operations of $309 million during the six months ended June 30, 2022. Governments of multiple countries implemented several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company participated in several of these government programs. During the three and six months ended June 30, 2022, the Company recognized in its consolidated statements of operations government grants and other benefits for salaries and wages of $1 million and $7 million, respectively, as a reduction of expenses. There were no government grants recognized in the consolidated statement of operations during the six months ended June 30, 2023. As of June 30, 2023, and December 31, 2022, the Company had a receivable of $1 million and $13 million, respectively, in relation to such government grants, which is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. The Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainties associated with potential economic slowdown due to prevailing adverse macro-economic conditions. The Company has taken several measures to preserve and enhance its liquidity, including additional term loans in January 2023 (see note 10 – Long-term Debt Restructuring and Related Costs Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022, included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States (the “SEC”) on March 21, 2023 (the “Annual Report on Form 10-K”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, earnout shares and contingencies. Actual results could differ materially from those estimates. Many of the Company’s estimates and assumptions require increased judgment as a result of several macroeconomic conditions, including those resulting from long-term recovery from the COVID-19 pandemic. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | (2) Recently Issued Accounting Pronouncements Accounting Pronouncements - Adopted Contracts with Customers Acquired in a Business Combination In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform: Deferral of the Sunset Date of Topic 848 On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt Derivatives and Hedging |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenue which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation, and (ii) Product and Professional Services Revenue which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Three months ended June 30, Six months ended June 30, (in $ millions) 2023 2022 2023 2022 Travel revenue $ 479 $ 388 $ 946 $ 645 Products and professional services revenue 113 98 224 191 Total revenue $ 592 $ 486 $ 1,170 $ 836 Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. The Company evaluates collectability of accounts receivable based on a combination of factors and records reserves as described further in note 4 - Allowance for Expected Credit Losses Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows: Contract liabilities Accounts Client Deferred receivable, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of June 30, 2023 $ 952 $ 28 $ 27 Balance as of December 31, 2022 $ 752 $ 19 $ 19 (1) Accounts receivable, net, exclude balances not related to contracts with customers. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the six months ended June 30, 2023, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $10 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2022. Remaining Performance Obligations As of June 30, 2023, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $8 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next six The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. |
Allowances for Expected Credit
Allowances for Expected Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
Allowances for Expected Credit Losses | |
Allowances for Expected Credit Losses | (4) Allowances for Expected Credit Losses The Company estimates expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics of its customers and the related receivables, which include size, type (e.g., business clients vs. travel supplier and credit card vs. non-credit card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivable. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed at each quarter based on the Company’s specific facts and circumstances. The movement in Company’s allowance for credit losses for the six months ended June 30, 2023, is set out below: (in $ millions) Amount Balance as of December 31, 2022 $ 23 Provision for expected credit losses during the period 7 Write-offs (6) Foreign exchange 2 Balance as of June 30, 2023 $ 26 Uncertain macroeconomic factors, including rising interest rates, potential recession or economic downturn, can have a significant effect on the allowance for credit losses as such conditions could potentially result in the restructuring or bankruptcy of customers. Further, the impact of the COVID-19 pandemic on the global economy and other general increases in aging balances has impacted the Company’s estimate of expected credit losses. Given such uncertainties, the Company cannot provide assurance that the assumptions used in its estimates will be accurate and actual write-offs may vary from such estimates of credit losses. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | (5) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: June 30, December 31, (in $ millions) 2023 2022 Prepaid travel expenses $ 80 $ 52 Income tax receivable 26 26 Value added and similar taxes receivables 11 11 Other prepayments and receivables 44 41 Prepaid expenses and other current assets $ 161 $ 130 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | (6) Property and Equipment, Net Property and Equipment consist of: June 30, December 31, (in $ millions) 2023 2022 Capitalized software for internal use $ 408 $ 365 Computer equipment 63 71 Leasehold improvements 51 49 Furniture, fixtures and other equipment 9 5 Capital projects in progress 6 5 537 495 Less: accumulated depreciation and amortization (309) (277) Property and equipment, net $ 228 $ 218 Depreciation and amortization expense related to fixed assets was $27 million and $22 million for the three months ended June 30, 2023 and 2022, respectively, and $50 million and $43 million for the six months ended June 30, 2023 and 2022, respectively. Depreciation and amortization expense includes amortization related to capitalized software for internal use amounting to $18 million and $15 million for the three months ended June 30, 2023 and 2022, respectively, and $34 million and $29 million for the six months ended June 30, 2023 and 2022, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Other Intangible Assets, Net | |
Goodwill and Other Intangible Assets, Net | (7) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the six months ended June 30, 2023: (in $ millions) Amount Balance as of December 31, 2022 $ 1,188 Currency translation adjustments 19 Balance as of June 30, 2023 $ 1,207 There were no goodwill impairment losses recorded during the three and six months ended June 30, 2023 and 2022 and there are no accumulated goodwill impairment losses as of June 30, 2023. The following table sets forth the Company’s other intangible assets with definite lives as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 114 $ (70) $ 44 $ 116 $ (69) $ 47 Business client relationships 799 (274) 525 788 (240) 548 Supplier relationships 254 (226) 28 253 (213) 40 Travel partner network 4 (4) — 4 (3) 1 Other intangible assets $ 1,171 $ (574) $ 597 $ 1,161 $ (525) $ 636 Amortization expense relating to definite-lived intangibles was $22 million and $23 million for the three months ended June 30, 2023 and 2022, respectively, and $45 million and $46 million for the six months ended June 30, 2023 and 2022, respectively, which is included in depreciation and amortization in the consolidated statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | (8) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: June 30, December 31, (in $ millions) 2023 2022 Accrued payroll and related costs $ 165 $ 196 Accrued operating expenses 151 147 Client deposits 42 56 Deferred revenue 27 19 Accrued restructuring costs (see note 9) 33 11 Value added and similar taxes payable 11 9 Income tax payable 4 4 Other payables 14 10 Accrued expenses and other current liabilities $ 447 $ 452 |
Restructuring and Related Costs
Restructuring and Related Costs | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Costs | |
Restructuring and Related Costs | (9) Restructuring and Related Costs Employee Severance Costs On January 24, 2023, the Company announced changes to its internal operating model. The Company expects to incur total pre-tax restructuring and related charges of approximately $30 million during the year ending December 31, 2023 in connection with the costs associated with implementing these changes, substantially all of which represent future cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions are expected to be substantially complete by the end of 2023. Facilities Consolidation and Rationalization During the six months ended June 30, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. The Company applied lease reassessment and modification guidance and evaluated the right-of-use assets for potential impairment. Where the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company accelerates the amortization of operating lease ROU asset and related leasehold improvements at those premises. Accelerated amortization is recognized from the date that the Company approves the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date. The accelerated amortization of operating lease ROU asset is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations. Accelerated amortization of any related leasehold improvements is recorded as a component of depreciation and amortization in the Company’s consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date. The table below sets forth accrued restructuring and related cost included in accrued expenses and other current liabilities, for the six months ended June 30, 2023: Employee Facility - Facility - (in $ millions) Related (1) Non-Lease Related (1) Lease Related (2) Total Balance as of December 31, 2022 $ 8 $ 3 $ — $ 11 Accruals 28 2 9 39 Non-cash items — — (9) (9) Cash settled (8) — — (8) Balance as of June 30, 2023 $ 28 $ 5 $ — $ 33 (1) Charges are recorded within restructuring in the consolidated statements of operations and the liability is included within accrued expenses and other current liabilities. (2) Accelerated amortization of operating lease ROU assets of $6 million is included within general and administrative expense and accelerated amortization of leasehold improvements of $3 million is included within depreciation and amortization expense in the consolidated statements of operations. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Long-term Debt | |
Long-term Debt | (10) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: June 30, December 31, (in $ millions) 2023 2022 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 238 $ 239 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 1,000 Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3) 135 — Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4) — — Other borrowings (5) 5 — 1,378 1,239 Less: Unamortized debt discount and debt issuance costs (19) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,359 1,222 Less: Current portion of long-term debt (6) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,353 $ 1,219 (1) Stated interest rate of LIBOR + 2.50% as of June 30, 2023 and December 31, 2022. (2) Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of June 30, 2023 and LIBOR + 6.50% (with a LIBOR floor of 1%) as of December 31, 2022. (3) Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of June 30, 2023. (4) Stated interest rate of SOFR + 0.1% + 6.25% (with a SOFR floor of 1%) as of June 30, 2023 and LIBOR + 2.25% as of December 31, 2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. (5) Other borrowings primarily relate to finance leases and equipment sale and lease back transaction. On January 25, 2023, the senior secured credit agreement was amended to provide for additional term loans, for general corporate purposes, in an aggregate principal amount equal to $135 million (the “tranche B-4 term loans”). The tranche B-4 term loans have substantially the same terms as the existing loans under the senior secured credit agreement’s tranche B-3 term loan facility. The tranche B-4 term loans (i) mature on December 16, 2026, (ii) are issued at a discount of approximately 3%, and (iii) are to be repaid in full on the maturity date. The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities. The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the senior secured revolving credit facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A SOFR floor of 1.00% applies to the tranche B-4 term loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility. The amendment also extended the maturity of the senior secured revolving credit facility from August 2023 to September 2026, subject to a springing maturity provision. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. Additionally, the amendment suspended the financial covenant restriction on the draw-down of the revolving credit facility until July 1, 2024, and replaced it with certain other borrowing conditions. Subject to meeting such borrowing conditions, the Company can draw-down the entire $50 million of revolving credit facility. During each of the six months ended June 30, 2023 and 2022, the Company repaid the contractual quarterly installment of $1 million of the principal amount of senior secured initial term loans. At the option of Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on LIBOR/SOFR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT UK TopCo Limited (or a parent entity thereof). The senior secured revolving credit facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $10 million sublimit for letters of credit, and (iii) a $10 million sublimit for swingline borrowings. Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing conditions and to additional conditions during the covenant suspension period provided by the January 2023 amendment described above. The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of June 30, 2023, the Company had utilized $7 million for letters of credit and had the balance of $43 million that remained undrawn under the senior secured revolving credit facility. As of December 31, 2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility. Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the six months ended June 30, 2023 was approximately 11.3%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT JerseyCo, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the senior secured credit facilities and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the consolidated total assets of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties; provided that such coverage test shall instead be calculated based on 70% of Consolidated EBITDA (as defined in the senior secured credit agreement) of the Loan Parties and their subsidiaries for the four prior fiscal quarters, commencing with the first quarterly test date after January 2021 on which Consolidated EBITDA of the Loan Parties and their subsidiaries exceeds $100 million. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties. Covenants The senior secured credit agreement contains various affirmative and negative covenants, including certain financial covenants (see below) and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any equity interests of any direct or indirect parent company or subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates and certain other permitted holders; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; (ix) make certain changes to a Loan Party’s entity classification for U.S. federal income tax purposes or certain intercompany transfers of a Loan Party’s assets if, as a result thereof, an entity would cease to be a Loan Party due to adverse tax consequences; (x) enter into swap contracts; and (xi) enter into certain burdensome agreements. Certain restricted payments and debt incurrences that would otherwise be permitted under the senior secured credit agreement cannot be made during the suspension period implemented pursuant to the January 2023 amendment described above. Any such prohibited payment or incurrence would trigger an automatic reduction to zero of the commitments under the senior secured revolving credit facility for the duration of the suspension period, which would give rise to prepayment and/or cash collateral requirements in respect of then-current utilization of the senior secured revolving credit facility. Additionally, any such payment or incurrence would constitute a violation of the senior secured credit agreement if any revolving loans would be outstanding immediately thereafter. The senior secured credit agreement also requires that an aggregate amount of Liquidity (as defined in the senior secured credit agreement) equal to at least $200 million be maintained as of the end of each calendar month. Liquidity is calculated as the aggregate amount of unrestricted cash and cash equivalents of the Loan Parties and their subsidiaries plus, under certain circumstances, the unused amount available to be drawn under the senior secured revolving credit facility. The senior secured credit agreement also contains an additional financial covenant applicable solely to the senior secured revolving credit facility. After giving effect to the January 2023 amendment described above, such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured credit agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which (a) the suspension period is not in effect and (b) the aggregate principal amount of outstanding loans and letters of credit under the senior secured revolving credit facility exceeds 35% of the aggregate principal amount of the senior secured revolving credit facility. The senior secured credit agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the senior secured credit agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply for the period ended June 30, 2023. As of June 30, 2023, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement. Events of Default The senior secured credit agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the senior secured credit agreement or other enforcement actions customary for facilities of this type. As of June 30, 2023, no event of default existed under the senior secured credit agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | (11) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2023, the Company had approximately $205 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $84 million relates to the twelve months ending June 30, 2024. These purchase commitments extend through 2031. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $26 million. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as expense when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | (12) Income Taxes As discussed in note 1 – Business Description and Basis of Presentation Business Description and Basis of Presentation Subsequent Events For the three and six months ended June 30, 2023, the Company’s income tax benefit was $2 million and $10 million, respectively, and its effective tax rate was 3% and 11%, respectively. GBTG’s effective tax rate for the three and six months ended June 30, 2023 differs from, and is lower than, the U.S. federal statutory tax rate of 21% primarily due to the non-taxable fair value loss on earnouts derivative liability and typical items such as return-to-tax provisions, additional state and local taxes and other non-deductible expenses. For the three and six months ended June 30, 2022, GBTG’s income tax benefit was $4 million and $29 million, respectively, and its effective tax rate was 80% and 25%, respectively, primarily due to non-taxable fair value gain on earnouts and warrants derivative liability recorded during the second quarter of 2022. The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA is a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently completed three-year period exceeds $1.0 billion. This provision became effective for the Company from January 1, 2023, and did not have any material impact on the Company’s tax provision. The Company believes the impact of IRA is likely to be minimal for the foreseeable future. |
Earnout Shares
Earnout Shares | 6 Months Ended |
Jun. 30, 2023 | |
Earnout Shares | |
Earnout Shares | (13) Earnout Shares Certain stockholders and employees are entitled to additional consideration in the form of “earnout shares” of the Company’s Class A common stock, to be issued in tranches, when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods following the Business Combination transaction. The earnout shares to stockholders are accounted under Accounting Standard Codification 815, “ Derivatives and Hedging The fair value of the earnout shares was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility (see note 18 - Fair Value Measurements As of June 30, 2023 the fair value of the earnout shares liability was estimated to be $106 million. The Company recognized a loss on the fair value change in earnout shares liability of $19 and $16 million in its consolidated statement of operations for the three and six months ended June 30, 2023, respectively. The Company recognized a gain on the fair value change in earnout shares liability of $23 million in its consolidated statement of operations for the three and six months ended June 30, 2022. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Equity-Based Compensation | |
Equity-Based Compensation | (14) Equity-Based Compensation Management Incentive Plan In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding stock options under the Global Business Travel Group, Inc. Management Incentive Plan for restricted share units (“RSUs”) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as set out in the exchange offer. The exchange offer also required mandatory exercise of in-the-money stock options granted prior to December 1, 2021, by individuals who participated in the exchange offer. The exchange offer expired on January 26, 2023. Pursuant to the terms of exchange offer: ● 10,088,754 stock options were cancelled, ● 2,699,885 stock options were automatically exercised on a cashless basis and ● 4,817,144 RSUs were granted under the 2022 Plan. The RSUs generally vest one -third on each of the first three anniversaries of the grant date, subject to continued employment by the participant through the applicable vesting date and are subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. Simultaneously with the closing of the exchange offer, certain individuals who were ineligible to participate in the exchange offer exercised an aggregate of 2,059,984 stock options and were granted an aggregate amount of 1,344,935 RSUs under the 2022 Plan as approved by the compensation committee. The table below presents the activity of the Company’s stock options for the six months ended June 30, 2023: Weighted Weighted average average remaining Aggregate Number of exercise price per contractual intrinsic value stock options stock option term (in years) (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66 Cancelled pursuant to exchange offer (10,088,754) $ 10.36 Exercised (1) (5,103,012) $ 6.17 Forfeited (122,725) $ 14.58 Balance as of June 30, 2023 21,083,186 $ 7.04 Exercisable as of June 30, 2023 18,680,906 $ 6.62 3.1 $ 17 Expected to vest as of June 30, 2023 2,402,280 $ 10.26 8.3 — (1) The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were settled on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $ 2 million and is reflected as a financing activity within the consolidated statements of cash flows. Further, as of June 30, 2023, for 30,000 options exercised, the shares were issued in July 2023. 2022 Equity Incentive Plan During the six months ended June 30, 2023, apart from the RSUs granted as part of the stock option exchange offer discussed above, the Company granted 12,008,862 RSUs under the 2022 Plan to certain of its key employees and directors pursuant to the Company’s annual grant program. The RSUs generally vest one Weighted average grant Number of RSUs date fair value Balance as of December 31, 2022 11,288,745 $ 7.56 Granted 18,170,941 $ 6.64 Forfeited (964,540) $ 7.39 Vested (1) (2,272,591) $ 7.54 Balance as of June 30, 2023 26,222,555 $ 6.93 (1) The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 775,288 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total payment for the employees’ tax obligations to taxing authorities was $ 6 million and is reflected as a financing activity within the consolidated statements of cash flows. Employee Stock Purchase Plan (“ESPP”) The ESPP allows eligible employees to purchase shares of the Company’s Class A Common Stock through payroll deductions of up to 15% of their eligible compensation. Under the ESPP, there are two six-month offering periods - from February 15 through August 14 and August 15 through February 14 of each year. The price of the Company’s Class A Common Stock purchased under the ESPP is 85% of the fair market value of the Company’s Class A Common Stock on the end date of each six-month offering period. As of June 30, 2023, there were 11.1 million shares available for issuance under the ESPP. During the six months ended June 30, 2023, no shares were purchased under the ESPP. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended June 30, 2023 and 2022 amount to $22 million and $5 million, respectively (net of tax of $16 million and $4 million, respectively), and (ii) for the six months ended June 30, 2023 and 2022 amount to $41 million and $8 million, respectively (net of tax of $30 million and $6 million, respectively) and were included as follows: Three months ended Three months ended Six months ended Six months ended (in $ millions) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Cost of revenue (excluding depreciation and amortization) $ 1 $ — $ 2 $ — Sales and marketing 11 2 18 3 Technology and content 5 1 8 1 General and administrative 5 2 13 4 Total $ 22 $ 5 $ 41 $ 8 As of June 30, 2023, the Company expects compensation expense related to (i) unvested stock options of approximately $3 million to be recognized over the remaining weighted average period of 1.5 years, (ii) unvested RSUs of approximately $134 million to be recognized over the remaining weighted average period of 2.3 years and (iii) ESPP of less than $1 million to be recognized over a remaining service period of 1.5 months. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | (15) Stockholders’ Equity GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 70,429,526 shares are issued and outstanding as of June 30, 2023; (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of June 30, 2023 (see note 20 - Subsequent Events ); and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which is issued and outstanding as of June 30, 2023. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which is issued and outstanding as of June 30, 2023, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which is issued and outstanding as of June 30, 2023 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which is issued and outstanding as of June 30, 2023. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. Class A Common Stock Voting: Dividend: Liquidation: Other rights: - Related Party Transactions Class B Common Stock Voting: Dividend: Liquidation: Other rights: - Related Party Transactions Exchange Agreement: Subsequent Events Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A Common Stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B Common Stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock. Distributions There were no capital distributions to shareholders during the three and six months ended June 30, 2023 and 2022. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P. (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) pursuant to which approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A Common Stock. These shares are accounted for as part of earnout shares discussed above in note 13 – Earnout Shares Class A Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2022 $ (10) $ (1) $ 4 $ (7) Net changes during the period, net of tax benefit of $0 13 (1) (1) 11 Allocated to non-controlling interest (11) 1 1 (9) Balance as of June 30, 2023 $ (8) $ (1) $ 4 $ (5) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit of $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit of $0 (4) — — (4) Balance as of June 30, 2022 $ (16) $ (16) $ 2 $ (30) Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to (i) actuarial losses and prior service costs (component of net periodic pension benefit (cost)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | (16) Earnings (Loss) Per Share Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and RSUs using the “treasury stock” method, and earnout shares and GBTG’s Class B Common Stock that convert into potential shares of Class A Common Stock, using the “if converted” method, to the extent they are dilutive. The Company has issued and outstanding approximately 23 million earnout shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC 260, “ Earnings Per Share As the Company had net loss for the period, approximately 21 million of stock options and 26 million of RSUs have been excluded from the calculation of diluted loss per share for the three and six months ended June 30, 2023, as their inclusion would have resulted in anti-dilutive effect on loss per share. GBTG’s Class B Common Stock generally has only nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG). As such, basic earnings (loss) per share of Class B Common Stock have not been presented. As these shares can be converted to Class A Common Stock under the provisions of the Exchange Agreement, Class B Common Stock are considered as potential dilutive securities. The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: Three months ended Three months ended Six months ended Six months ended (in $ millions, except share and per share data) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income attributable to the Company’s Class A common stockholders (A) $ (14) $ 21 $ (16) $ 21 Add: Net loss attributable to non-controlling interests in subsidiaries (41) (23) (66) (114) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (55) $ (2) $ (82) $ (93) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 61,852,280 48,867,969 61,118,570 48,867,969 Assumed exercise of GBTG stock options — 1,003,771 — 1,003,771 Assumed conversion of Class B Common Stock (1) — 394,448,481 — 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 61,852,280 444,320,221 61,118,570 444,320,221 Basic (loss) earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.23) $ 0.44 $ (0.27) $ 0.44 Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.23) $ — $ (0.27) $ (0.21) (1) For the three and six months ended June 30, 2023, assumed conversion of Class B Common Stock has been excluded as their inclusion would have been anti-dilutive to basic loss per share. |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2023 | |
Derivatives and Hedging | |
Derivatives and Hedging | (17) Derivatives and Hedging Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets. Interest Rate Swap The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. The Company has interest rate risk primarily related to its senior secured term loans under the senior secured credit agreement, which bear interest at a variable rate that is currently based on LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, GBT Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans: Notional Amount (in $ millions) Period Fixed Interest Rate $ 600 (1) March 2023 to March 2025 3.680 % $ 300 (2) March 2023 to March 2027 4.295 % (1) The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800% . The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680% . In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statement of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three and six months ended June 30, 2023, the Company has reclassified $2 million and $4 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statement of operations. (2) In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90% , and pay fixed rate of 4.295% . The above interest rate swap contracts are considered as cash flow hedges with changes in the fair value of the interest rate swaps, net of tax, being recognized in other comprehensive income (loss) and reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings. Warrants and Earnout Shares As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 13 – Earnout Shares As of June 30, 2023, the number of non-employee earnout shares issued and outstanding Balance sheet (in $millions) Location June 30, 2023 December 31, 2022 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 13 $ 10 Interest rate swaps Other non-current (liabilities) $ (1) — Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 106 $ 90 The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss): Amount of gain/(loss) recognized in Statement of Amount of gain/(loss) recognized in other comprehensive income (loss) operations location statements of operations Three months ended Six months ended Three months ended Six months ended June 30 June 30 June 30 June 30 2023 2022 2023 2022 2023 2022 2023 2022 Derivatives designated as hedging instruments Interest rate swap $ 14 $ 4 $ 3 $ 13 NA — — — — Interest rate swaps reclassed to statement of operations (2) — (4) — Interest expense $ 2 — $ 4 — Derivatives not designated as hedging instruments Earnout Shares — — — — Fair value movement on earnouts and warrants derivative liabilities (19) 23 (16) 23 Warrants — — — — Fair value movement on earnouts and warrants derivative liabilities — 13 — 13 $ (17) $ 36 $ (12) $ 36 During the three and six months ended June 30, 2023, the Company has reclassified $2 million and $4 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense. The total gain of $8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | (18) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of June 30, 2023, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments— interest rate swaps and non-employee earnout shares. The fair value of the Company’s interest rate swaps has been primarily calculated by using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward LIBOR and/or SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of non-employee earnout shares is determined using the Monte Carlo method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: Asset/ (Liability) Fair Value June 30, December 31, (in $ millions) Hierarchy 2023 2022 Interest rate swaps asset Level 2 $ 13 $ 10 Interest rate swaps liability Level 2 (1) — Non-employee earnout shares Level 3 (106) (90) The fair value of earnout shares was estimated using the Monte Carlo method. Inherent in the Monte Carlo method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility and implied historical volatility of select peer companies’ common stock that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities: June 30, December 31, 2023 2022 Stock price ($) $ 7.23 $ 6.75 Risk-free interest rate 4.33 % 4.06 % Volatility 47.5 % 42.5 % Expected term (years) 3.9 4.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 5.00 $ 4.30 Fair value ($) (per earnout share – Tranche 2) $ 4.26 $ 3.58 The following table presents changes in Level 3 financial liabilities measured at fair value during the six months June 30, 2023: Earnout Shares Balance as of December 31, 2022 $ 90 Change in fair value 16 Balance as of June 30, 2023 $ 106 The Company does not measure its debt at fair value in its consolidated balance sheets. Where the fair value of the Company’s long-term debt is determined based on quoted prices for identical or similar debt instruments when traded as assets, it is categorized within Level 2 of the fair value hierarchy. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectation of interest rates, credit risks and the contractual term of the debt instruments and is categorized within Level 3 of the fair value hierarchy. The fair values of the Company’s outstanding senior secured term loans are as follows: Fair June 30, 2023 December 31, 2022 Value Carrying Carrying (in $ millions) Hierarchy amount (1) Fair value amount (1) Fair value Senior secured initial term loans Level 2 $ 235 $ 229 $ 235 $ 220 Senior secured tranche B-3 term loans Level 3 $ 988 $ 1,018 $ 987 $ 1,017 Senior secured tranche B-4 term loans Level 3 $ 131 $ 137 $ — $ — (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, due from affiliates, other current assets, accounts payable, due to affiliates and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | (19) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $8 million and $7 million for the three months ended June 30, 2023 and 2022, respectively, and costs of $15 million and $11 million in charges from affiliates of Amex Coop for the six months ended June 30, 2023 and 2022, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $6 million and $5 million for the three months ended June 30, 2023 and 2022, respectively, and revenue of $12 million and $10 million for the six months ended June 30, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements, which include amounts collected by the Company on behalf of affiliates of Amex Coop, as of June 30, 2023 and December 31, 2022, were $35 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements were $8 million and $15 million as of June 30, 2023 and December 31, 2022, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022. License of American Express Marks Effective upon closing of the Business Combination in May 2022, GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). The amended and restated trademark license agreement also provides GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provides a right to the Continuing JerseyCo Owners to exchange their B Ordinary Shares of GBT JerseyCo for Class A Common Stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and GBTG’s Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of GBTG’s Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised such rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock of GBTG and GBTG elected to effect the exchange as a direct exchange. See note 20 – Subsequent Events Shareholders Agreement At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “Shareholders Agreement”). The Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A Ordinary Shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws. The Shareholders Agreement also sets out the composition and appointment of the GBTG Board, and provides for various provisions for transfer of shares, shareholder rights and termination of such rights. On July 10, 2023, the Continuing JerseyCo Owners entered into a letter agreement amending the Shareholders Agreement (the “SHA Amendment”) to, among other things, (i) reflect that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement and (ii) modify tax related provisions to reflect that GBT JerseyCo will no longer be treated as a partnership for U.S. tax purposes. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company under the Advisory Services Agreement which was terminated upon the closing of the Business Combination in May 2022. For the three and six months ended June 30, 2022, the Company accrued fees of less than $1 million and $1 million, respectively. As of both June 30, 2023 and December 31, 2022, the Company had $5 million as amounts payable to Certares under this agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $44 million and $41 million for the three months ended June 30, 2023 and 2022, respectively, and $82 million and $60 million for the six months ended June 30, 2023 and 2022, respectively. The Company had $23 million and $18 million receivable from the affiliate of Expedia as of June 30, 2023 and December 31, 2022, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc., pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to the Company. The total cost charged to the Company for the three months ended June 30, 2023 and 2022, was approximately $6 million and $9 million, respectively, and for the six months ended June 30, 2023 and 2022, was $14 million and $20 million, respectively, which was included in the Company’s consolidated statements of operations within technology and content expense. As of June 30, 2023 and December 31, 2022 the Company had a payable to Expedia Inc. of $6 million and $8 million, respectively. Further, as of both June 30, 2023 and December 31, 2022, Egencia had a net receivable of $5 million from Expedia, primarily on account of net cash collected from customers by Expedia on behalf of Egencia. During the three months ended June 30, 2023, pursuant to an agreement with Expedia, the Company issued 575,409 shares of Class A Common Stock to Expedia to settle, in part, $4 million of liability for loss contingency accrued in 2022. As of June 30, 2023, and December 31, 2022, the Company had $11 million and $15 million, respectively, that remained payable to Expedia in respect of this loss contingency. Loan to equity affiliate During the six months ended June 30, 2023, the Company provided a loan of $5 million to one of its equity affiliates of which $2 million is receivable in the next twelve months. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | (20) Subsequent Events Corporate Simplification On July 10, 2023, GBTG entered into a series of transactions that simplified its organizational structure by eliminating the Company’s Up-C structure. As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of its Class A Common Stock. On July 10, 2023, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment, to provide, among other things, that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement. The BCA Amendment also provides that certain rights of holders of the C Ordinary Shares of GBT JerseyCo with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG. Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo. As a result of the Corporate Simplification: ● GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding B Ordinary Shares of GBT JerseyCo and all of the issued and outstanding shares of Class B Common Stock of GBTG held by them; ● GBTG became the sole holder of all the issued and outstanding A Ordinary Shares of GBT JerseyCo; and ● there are no shares of Class B Common Stock of GBTG or B Ordinary Shares of GBT JerseyCo that remain issued and outstanding . The Corporate Simplification will result in: ● no net income (loss) or shareholder’s equity being allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company; and ● tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S. tax partnership arrangement) will cease, with GBTG now assuming 100% of income tax liability for any incremental U.S. tax payable related to GBT JerseyCo’s income from international operations. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Recently Issued Accounting Pronouncements | |
Recently Adopted Accounting Pronouncements | Accounting Pronouncements - Adopted Contracts with Customers Acquired in a Business Combination In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform: Deferral of the Sunset Date of Topic 848 On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt Derivatives and Hedging |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue | Three months ended June 30, Six months ended June 30, (in $ millions) 2023 2022 2023 2022 Travel revenue $ 479 $ 388 $ 946 $ 645 Products and professional services revenue 113 98 224 191 Total revenue $ 592 $ 486 $ 1,170 $ 836 |
Schedule of accounts receivable, net, and contract liabilities | Contract liabilities Accounts Client Deferred receivable, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of June 30, 2023 $ 952 $ 28 $ 27 Balance as of December 31, 2022 $ 752 $ 19 $ 19 (1) Accounts receivable, net, exclude balances not related to contracts with customers. |
Allowances for Expected Credi_2
Allowances for Expected Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Allowances for Expected Credit Losses | |
Schedule of movement in allowance for credit losses | (in $ millions) Amount Balance as of December 31, 2022 $ 23 Provision for expected credit losses during the period 7 Write-offs (6) Foreign exchange 2 Balance as of June 30, 2023 $ 26 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | June 30, December 31, (in $ millions) 2023 2022 Prepaid travel expenses $ 80 $ 52 Income tax receivable 26 26 Value added and similar taxes receivables 11 11 Other prepayments and receivables 44 41 Prepaid expenses and other current assets $ 161 $ 130 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net | |
Schedule of property and equipment | June 30, December 31, (in $ millions) 2023 2022 Capitalized software for internal use $ 408 $ 365 Computer equipment 63 71 Leasehold improvements 51 49 Furniture, fixtures and other equipment 9 5 Capital projects in progress 6 5 537 495 Less: accumulated depreciation and amortization (309) (277) Property and equipment, net $ 228 $ 218 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Other Intangible Assets, Net | |
Schedule of changes in goodwill | (in $ millions) Amount Balance as of December 31, 2022 $ 1,188 Currency translation adjustments 19 Balance as of June 30, 2023 $ 1,207 |
Schedule of other intangible assets with definite lives | June 30, 2023 December 31, 2022 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 114 $ (70) $ 44 $ 116 $ (69) $ 47 Business client relationships 799 (274) 525 788 (240) 548 Supplier relationships 254 (226) 28 253 (213) 40 Travel partner network 4 (4) — 4 (3) 1 Other intangible assets $ 1,171 $ (574) $ 597 $ 1,161 $ (525) $ 636 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | June 30, December 31, (in $ millions) 2023 2022 Accrued payroll and related costs $ 165 $ 196 Accrued operating expenses 151 147 Client deposits 42 56 Deferred revenue 27 19 Accrued restructuring costs (see note 9) 33 11 Value added and similar taxes payable 11 9 Income tax payable 4 4 Other payables 14 10 Accrued expenses and other current liabilities $ 447 $ 452 |
Restructuring and Related Cos_2
Restructuring and Related Costs (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Costs | |
Schedule of accrued restructuring and related cost | Employee Facility - Facility - (in $ millions) Related (1) Non-Lease Related (1) Lease Related (2) Total Balance as of December 31, 2022 $ 8 $ 3 $ — $ 11 Accruals 28 2 9 39 Non-cash items — — (9) (9) Cash settled (8) — — (8) Balance as of June 30, 2023 $ 28 $ 5 $ — $ 33 (1) Charges are recorded within restructuring in the consolidated statements of operations and the liability is included within accrued expenses and other current liabilities. (2) Accelerated amortization of operating lease ROU assets of $6 million is included within general and administrative expense and accelerated amortization of leasehold improvements of $3 million is included within depreciation and amortization expense in the consolidated statements of operations. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Long-term Debt | |
Schedule of outstanding amount of long-term debt | June 30, December 31, (in $ millions) 2023 2022 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 238 $ 239 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 1,000 Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3) 135 — Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4) — — Other borrowings (5) 5 — 1,378 1,239 Less: Unamortized debt discount and debt issuance costs (19) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,359 1,222 Less: Current portion of long-term debt (6) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,353 $ 1,219 (1) Stated interest rate of LIBOR + 2.50% as of June 30, 2023 and December 31, 2022. (2) Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of June 30, 2023 and LIBOR + 6.50% (with a LIBOR floor of 1%) as of December 31, 2022. (3) Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of June 30, 2023. (4) Stated interest rate of SOFR + 0.1% + 6.25% (with a SOFR floor of 1%) as of June 30, 2023 and LIBOR + 2.25% as of December 31, 2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. (5) Other borrowings primarily relate to finance leases and equipment sale and lease back transaction. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity-Based Compensation | |
Schedule of activity of options granted under the Plan | Weighted Weighted average average remaining Aggregate Number of exercise price per contractual intrinsic value stock options stock option term (in years) (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66 Cancelled pursuant to exchange offer (10,088,754) $ 10.36 Exercised (1) (5,103,012) $ 6.17 Forfeited (122,725) $ 14.58 Balance as of June 30, 2023 21,083,186 $ 7.04 Exercisable as of June 30, 2023 18,680,906 $ 6.62 3.1 $ 17 Expected to vest as of June 30, 2023 2,402,280 $ 10.26 8.3 — (1) The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were settled on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $ 2 million and is reflected as a financing activity within the consolidated statements of cash flows. Further, as of June 30, 2023, for 30,000 options exercised, the shares were issued in July 2023. |
Schedule of activity of RSUs granted under the 2022 Plan | Weighted average grant Number of RSUs date fair value Balance as of December 31, 2022 11,288,745 $ 7.56 Granted 18,170,941 $ 6.64 Forfeited (964,540) $ 7.39 Vested (1) (2,272,591) $ 7.54 Balance as of June 30, 2023 26,222,555 $ 6.93 (1) The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 775,288 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total payment for the employees’ tax obligations to taxing authorities was $ 6 million and is reflected as a financing activity within the consolidated statements of cash flows. |
Schedule of equity-based compensation expense recognized in consolidated statements of operations | Three months ended Three months ended Six months ended Six months ended (in $ millions) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Cost of revenue (excluding depreciation and amortization) $ 1 $ — $ 2 $ — Sales and marketing 11 2 18 3 Technology and content 5 1 8 1 General and administrative 5 2 13 4 Total $ 22 $ 5 $ 41 $ 8 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Summary of changes in the accumulated other comprehensive loss, net of tax | Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2022 $ (10) $ (1) $ 4 $ (7) Net changes during the period, net of tax benefit of $0 13 (1) (1) 11 Allocated to non-controlling interest (11) 1 1 (9) Balance as of June 30, 2023 $ (8) $ (1) $ 4 $ (5) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit of $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit of $0 (4) — — (4) Balance as of June 30, 2022 $ (16) $ (16) $ 2 $ (30) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share | |
Schedule of earnings per share basic and diluted | Three months ended Three months ended Six months ended Six months ended (in $ millions, except share and per share data) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income attributable to the Company’s Class A common stockholders (A) $ (14) $ 21 $ (16) $ 21 Add: Net loss attributable to non-controlling interests in subsidiaries (41) (23) (66) (114) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (55) $ (2) $ (82) $ (93) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 61,852,280 48,867,969 61,118,570 48,867,969 Assumed exercise of GBTG stock options — 1,003,771 — 1,003,771 Assumed conversion of Class B Common Stock (1) — 394,448,481 — 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 61,852,280 444,320,221 61,118,570 444,320,221 Basic (loss) earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.23) $ 0.44 $ (0.27) $ 0.44 Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.23) $ — $ (0.27) $ (0.21) (1) For the three and six months ended June 30, 2023, assumed conversion of Class B Common Stock has been excluded as their inclusion would have been anti-dilutive to basic loss per share. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivatives and Hedging | |
Schedule of interest rate swap contracts | Notional Amount (in $ millions) Period Fixed Interest Rate $ 600 (1) March 2023 to March 2025 3.680 % $ 300 (2) March 2023 to March 2027 4.295 % (1) The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800% . The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680% . In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statement of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three and six months ended June 30, 2023, the Company has reclassified $2 million and $4 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statement of operations. (2) In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90% , and pay fixed rate of 4.295% . |
Schedule of balance sheet location and fair value of Company's derivative instruments, on a gross basis, under ASC 815 | Balance sheet (in $millions) Location June 30, 2023 December 31, 2022 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 13 $ 10 Interest rate swaps Other non-current (liabilities) $ (1) — Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 106 $ 90 |
Schedule of impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss) | Amount of gain/(loss) recognized in Statement of Amount of gain/(loss) recognized in other comprehensive income (loss) operations location statements of operations Three months ended Six months ended Three months ended Six months ended June 30 June 30 June 30 June 30 2023 2022 2023 2022 2023 2022 2023 2022 Derivatives designated as hedging instruments Interest rate swap $ 14 $ 4 $ 3 $ 13 NA — — — — Interest rate swaps reclassed to statement of operations (2) — (4) — Interest expense $ 2 — $ 4 — Derivatives not designated as hedging instruments Earnout Shares — — — — Fair value movement on earnouts and warrants derivative liabilities (19) 23 (16) 23 Warrants — — — — Fair value movement on earnouts and warrants derivative liabilities — 13 — 13 $ (17) $ 36 $ (12) $ 36 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of gross carrying value and fair value of Company's assets and liabilities measured at fair value on recurring basis | Asset/ (Liability) Fair Value June 30, December 31, (in $ millions) Hierarchy 2023 2022 Interest rate swaps asset Level 2 $ 13 $ 10 Interest rate swaps liability Level 2 (1) — Non-employee earnout shares Level 3 (106) (90) |
Schedule of changes in Level 3 financial liabilities measured at fair value | Earnout Shares Balance as of December 31, 2022 $ 90 Change in fair value 16 Balance as of June 30, 2023 $ 106 |
Schedule of fair values of the Company's outstanding senior secured term loans | Fair June 30, 2023 December 31, 2022 Value Carrying Carrying (in $ millions) Hierarchy amount (1) Fair value amount (1) Fair value Senior secured initial term loans Level 2 $ 235 $ 229 $ 235 $ 220 Senior secured tranche B-3 term loans Level 3 $ 988 $ 1,018 $ 987 $ 1,017 Senior secured tranche B-4 term loans Level 3 $ 131 $ 137 $ — $ — (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. |
Non-employee Earnout Shares | |
Fair Value Measurements | |
Schedule of assumptions used for the measurement of the fair value of outstanding earnout shares liabilities | June 30, December 31, 2023 2022 Stock price ($) $ 7.23 $ 6.75 Risk-free interest rate 4.33 % 4.06 % Volatility 47.5 % 42.5 % Expected term (years) 3.9 4.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 5.00 $ 4.30 Fair value ($) (per earnout share – Tranche 2) $ 4.26 $ 3.58 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Business Description and Basis of Presentation | |||||||
Number of reportable segments | segment | 1 | ||||||
Net loss | $ (55) | $ (27) | $ (2) | $ (91) | $ (82) | $ (93) | |
Cash outflows from operations | (31) | (309) | |||||
Salaries and wages | $ 1 | $ 7 | |||||
Government grants | 0 | 0 | |||||
Grants receivable | $ 1 | $ 1 | $ 13 | ||||
GBT JerseyCo | |||||||
Business Description and Basis of Presentation | |||||||
Equity interest ownership percentage | 15% | 15% | |||||
Class A common stock | GBT JerseyCo | |||||||
Business Description and Basis of Presentation | |||||||
Equity interest ownership percentage | 15% | 15% | |||||
Class A common stock | GBTG | |||||||
Business Description and Basis of Presentation | |||||||
Percentage of equity interests acquired | 100% | 100% | |||||
Class B common stock | GBT JerseyCo | |||||||
Business Description and Basis of Presentation | |||||||
Equity interest ownership percentage | 85% | 85% | |||||
Class B common stock | GBTG | |||||||
Business Description and Basis of Presentation | |||||||
Percentage of equity interests acquired | 85% | 85% | |||||
Class B common stock | GBT JerseyCo | |||||||
Business Description and Basis of Presentation | |||||||
Percentage of equity interests acquired | 0% | 0% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contracts with Customers | ||||
Total revenue | $ 592 | $ 486 | $ 1,170 | $ 836 |
Minimum | ||||
Revenue from Contracts with Customers | ||||
Invoice payment period | 30 days | |||
Maximum | ||||
Revenue from Contracts with Customers | ||||
Invoice payment period | 60 days | |||
Travel revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 479 | 388 | $ 946 | 645 |
Products and professional services revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | $ 113 | $ 98 | $ 224 | $ 191 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Opening and closing balances of the Company's accounts receivables, net, and contract liabilities | ||
Accounts receivable, net | $ 952 | $ 752 |
Contract liabilities / Client incentives, net (non-current) | 28 | 19 |
Contract liabilities / Deferred revenue (current) | 27 | $ 19 |
Revenue recognized | 10 | |
Remaining performance obligations | $ 8 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Opening and closing balances of the Company's accounts receivables, net, and contract liabilities | ||
Period for satisfying performance obligations | 6 months |
Allowances for Expected Credi_3
Allowances for Expected Credit Losses (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Allowances for Expected Credit Losses | |
Balance as of December 31, 2022 | $ 23 |
Provision for expected credit losses during the period | 7 |
Write-offs | (6) |
Foreign exchange | 2 |
Balance as of June 30, 2023 | $ 26 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets | ||
Prepaid travel expenses | $ 80 | $ 52 |
Income tax receivable | 26 | 26 |
Value added and similar taxes receivables | 11 | 11 |
Other prepayments and receivables | 44 | 41 |
Prepaid expenses and other current assets | $ 161 | $ 130 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of property and equipment (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Property and Equipment, Net | ||
Property and equipment, gross | $ 537 | $ 495 |
Less: accumulated depreciation and amortization | (309) | (277) |
Property and equipment, net | 228 | 218 |
Capitalized software for internal use | ||
Property and Equipment, Net | ||
Property and equipment, gross | 408 | 365 |
Computer equipment | ||
Property and Equipment, Net | ||
Property and equipment, gross | 63 | 71 |
Leasehold improvements | ||
Property and Equipment, Net | ||
Property and equipment, gross | 51 | 49 |
Furniture, fixtures and other equipment | ||
Property and Equipment, Net | ||
Property and equipment, gross | 9 | 5 |
Capital projects in progress | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 6 | $ 5 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment, Net | ||||
Depreciation and amortization, property and equipment | $ 27 | $ 22 | $ 50 | $ 43 |
Capitalized software for internal use | ||||
Property and Equipment, Net | ||||
Depreciation and amortization, property and equipment | $ 18 | $ 15 | $ 34 | $ 29 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Changes in goodwill | ||||
Beginning balance | $ 1,188 | |||
Currency translation adjustments | 19 | |||
Ending balance | $ 1,207 | 1,207 | ||
Goodwill impairment loss | 0 | $ 0 | 0 | $ 0 |
Accumulated goodwill impairment loss | $ 0 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Other intangible assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Other intangible assets with definite lives | |||||
Cost | $ 1,171 | $ 1,171 | $ 1,161 | ||
Accumulated depreciation | (574) | (574) | (525) | ||
Net | 597 | 597 | 636 | ||
Amortization expense | 22 | $ 23 | 45 | $ 46 | |
Trademarks/tradenames | |||||
Other intangible assets with definite lives | |||||
Cost | 114 | 114 | 116 | ||
Accumulated depreciation | (70) | (70) | (69) | ||
Net | 44 | 44 | 47 | ||
Business client relationships | |||||
Other intangible assets with definite lives | |||||
Cost | 799 | 799 | 788 | ||
Accumulated depreciation | (274) | (274) | (240) | ||
Net | 525 | 525 | 548 | ||
Supplier relationships | |||||
Other intangible assets with definite lives | |||||
Cost | 254 | 254 | 253 | ||
Accumulated depreciation | (226) | (226) | (213) | ||
Net | 28 | 28 | 40 | ||
Travel partner network | |||||
Other intangible assets with definite lives | |||||
Cost | 4 | 4 | 4 | ||
Accumulated depreciation | $ (4) | $ (4) | (3) | ||
Net | $ 1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued payroll and related costs | $ 165 | $ 196 |
Accrued operating expenses | 151 | 147 |
Client deposits | 42 | 56 |
Deferred revenue | 27 | 19 |
Accrued restructuring costs | 33 | 11 |
Value added and similar taxes payable | 11 | 9 |
Income tax payable | 4 | 4 |
Other payables | 14 | 10 |
Accrued expenses and other current liabilities | $ 447 | $ 452 |
Restructuring and Related Cos_3
Restructuring and Related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring | ||||
Beginning balance | $ 11 | |||
Pre-tax restructuring and related charges | $ 7 | $ (5) | 30 | $ (3) |
Accruals | 39 | |||
Non-cash items | (9) | |||
Cash settled | (8) | |||
Ending balance | 33 | 33 | ||
Minimum | ||||
Restructuring | ||||
Pre-tax restructuring and related charges | 30 | |||
Employee related | ||||
Restructuring | ||||
Beginning balance | 8 | |||
Accruals | 28 | |||
Cash settled | (8) | |||
Ending balance | 28 | 28 | ||
Facility Non-Lease Related | ||||
Restructuring | ||||
Beginning balance | 3 | |||
Accruals | 2 | |||
Ending balance | $ 5 | 5 | ||
Facility Lease Related | ||||
Restructuring | ||||
Accruals | 9 | |||
Non-cash items | (9) | |||
Facility Lease Related | General and administrative | ||||
Restructuring | ||||
Accruals | 6 | |||
Facility Lease Related | depreciation and amortization | ||||
Restructuring | ||||
Accruals | $ 3 |
Long-term Debt - Summary (Detai
Long-term Debt - Summary (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jan. 25, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Long-term Debt | |||
Less: Current portion of long-term debt | $ 6 | $ 3 | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,353 | 1,219 | |
Senior Secured Credit Agreement | |||
Long-term Debt | |||
Long-term debt, gross | 1,378 | 1,239 | |
Less: Unamortized debt discount and debt issuance costs | (19) | (17) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,359 | 1,222 | |
Less: Current portion of long-term debt | 6 | 3 | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,353 | 1,219 | |
Senior Secured Credit Agreement | SOFR | |||
Long-term Debt | |||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured initial term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 238 | $ 239 | |
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | |||
Long-term Debt | |||
Basis spread (in percent) | 2.50% | 2.50% | |
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 1,000 | $ 1,000 | |
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | LIBOR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.50% | ||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | SOFR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.75% | ||
Change in basis spread (in percent) | 0.10% | ||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | |||
Long-term Debt | |||
Basis spread (in percent) | 2.25% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.25% | ||
Change in basis spread (in percent) | 0.10% | ||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 135 | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | SOFR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.75% | ||
Change in basis spread (in percent) | 0.10% | ||
Basis floor (percentage) | 1% | ||
Other Borrowings | |||
Long-term Debt | |||
Long-term debt, gross | $ 5 |
Long-term Debt - Additional dis
Long-term Debt - Additional disclosures (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jan. 25, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Long-term Debt | ||||
Unconditional guarantee, Percentage of EBITDA | 70% | |||
Minimum | ||||
Long-term Debt | ||||
Unconditional guarantee, Percentage of consolidated assets | 70% | |||
Unconditional guarantee, Amount of EBITDA | $ 100 | |||
Senior secured initial term loans | ||||
Long-term Debt | ||||
Payment of contractual quarterly installment | $ 1 | $ 1 | ||
Senior secured revolving credit facility | ||||
Long-term Debt | ||||
Unused commitment fee (percentage) | 0.375% | |||
Senior secured revolving credit facility | Line of credit, foreign currencies | ||||
Long-term Debt | ||||
Draw down borrowings | $ 30 | |||
Senior secured revolving credit facility | Letters of credit | ||||
Long-term Debt | ||||
Draw down borrowings | 10 | |||
Borrowing utilized | 7 | |||
Remaining borrowing capacity | 43 | |||
Outstanding borrowings | $ 0 | |||
Senior secured revolving credit facility | Swingline borrowings | ||||
Long-term Debt | ||||
Draw down borrowings | $ 10 | |||
Senior Secured Credit Agreement | ||||
Long-term Debt | ||||
Percentage of annual excess cash flow | 50% | |||
Percentage of net cash proceeds from certain asset sales and casualty events | 100% | |||
Percentage of net cash proceeds from the incurrence of certain indebtedness | 100% | |||
Percentage of net cash proceeds from the consummation of any initial public offering | 50% | |||
Effective interest rate | 11.30% | |||
Senior Secured Credit Agreement | Minimum | ||||
Long-term Debt | ||||
Minimum aggregate amount of Liquidity | $ 200 | |||
Leverage ratio | 1% | |||
Senior Secured Credit Agreement | Maximum | ||||
Long-term Debt | ||||
Leverage ratio | 3.50% | |||
Senior Secured Credit Agreement | SOFR | ||||
Long-term Debt | ||||
Floor (in percent) | 1% | |||
Senior Secured Credit Agreement | Letters of credit | Minimum | ||||
Long-term Debt | ||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | |||
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 2.50% | 2.50% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | ||||
Long-term Debt | ||||
Draw down borrowings | $ 50 | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 2.25% | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 6.25% | |||
Floor (in percent) | 1% | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | Minimum | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 4.75% | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | Maximum | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 6.25% | |||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | SOFR | Minimum | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 5.25% | |||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | SOFR | Maximum | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 6.75% | |||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | ||||
Long-term Debt | ||||
Principal amount | $ 135 | |||
Percentage of discount | 3% | |||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | SOFR | ||||
Long-term Debt | ||||
Applicable margin on interest rate (in percent) | 6.75% | |||
Floor (in percent) | 1% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies | |
Outstanding non-cancellable purchase commitments | $ 205 |
Non-cancellable purchase commitments related to the next twelve months | 84 |
Bank guarantees | $ 26 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 10, 2023 | |
Income Taxes | |||||
Statutory tax rate | 21% | ||||
Income tax benefit | $ (2) | $ (4) | $ (10) | $ (29) | |
Effective income tax rate | 3% | 80% | 11% | 25% | |
GBT JerseyCo | |||||
Income Taxes | |||||
Equity interest ownership percentage | 15% | 15% | |||
GBT JerseyCo | Subsequent Events | |||||
Income Taxes | |||||
Equity interest ownership percentage | 100% |
Earnout Shares (Details)
Earnout Shares (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnout Shares | ||||
Fair value of the earnout shares liability | $ 106 | $ 106 | ||
Gain on fair value change in earnout shares liability | $ 19 | $ 23 | $ 16 | $ 23 |
Equity-Based Compensation - Man
Equity-Based Compensation - Management Incentive Plan (Details) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jan. 26, 2023 shares | Jun. 30, 2023 USD ($) $ / shares shares | |
Stock options | ||
Equity-Based Compensation | ||
Granted during the year | 1,344,935 | |
Options exercised | 2,059,984 | |
Number of stock options | ||
Exercised pursuant to exchange offer | (2,059,984) | |
Management Incentive Plan | Stock options | ||
Equity-Based Compensation | ||
Number of options cancelled or exercised | 10,088,754 | 10,088,754 |
Options exercised | 2,699,885 | 5,103,012 |
Number of stock options | ||
Balance as of December 31, 2022 | 36,397,677 | |
Cancelled pursuant to exchange offer | (10,088,754) | (10,088,754) |
Exercised pursuant to exchange offer | (2,699,885) | (5,103,012) |
Forfeited | (122,725) | |
Balance as of June 30, 2023 | 21,083,186 | |
Exercisable as of June 30, 2023 | 18,680,906 | |
Expected to vest as of June 30, 2023 | 2,402,280 | |
Weighted average exercise price stock per option | ||
Balance as of December 31, 2022 | $ / shares | $ 7.66 | |
Cancelled pursuant to exchange offer | $ / shares | 10.36 | |
Exercised | $ / shares | 6.17 | |
Forfeited | $ / shares | 14.58 | |
Balance as of June 30, 2023 | $ / shares | 7.04 | |
Exercisable as of June 30, 2023 | $ / shares | 6.62 | |
Expected to vest as of June 30, 2023 | $ / shares | $ 10.26 | |
Weighted average remaining contractual term | ||
Exercisable as of June 30, 2023 | 3 years 1 month 6 days | |
Expected to vest as of June 30, 2023 | 8 years 3 months 18 days | |
Aggregate intrinsic value | ||
Exercisable as of June 30, 2023 | $ | $ 17 | |
Number of shares withheld to cover the option costs and taxes | 4,469,741 | |
Payment for employee's tax obligations | $ | $ 2 | |
Options exercised (in shares) | 30,000 | |
2022 Plan | RSU | ||
Equity-Based Compensation | ||
Granted during the year | 4,817,144 | 12,008,862 |
Share-based compensation arrangement by share-based payment award anniversaries ratio | 33.33% | |
Aggregate intrinsic value | ||
Number of shares withheld to cover the option costs and taxes | 775,288 | |
Payment for employee's tax obligations | $ | $ 6 |
Equity-Based Compensation - 202
Equity-Based Compensation - 2022 Equity Incentive Plan (Details) - 2022 Plan - RSU - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jan. 26, 2023 | Jun. 30, 2023 | |
Equity-Based Compensation | ||
Awards granted | 4,817,144 | 12,008,862 |
Annual vesting percentage | 33.33% | |
Number of RSUs | ||
Awards granted | 4,817,144 | 12,008,862 |
Weighted average grant date fair value | ||
Number of shares withheld to cover the option costs and taxes | 775,288 | |
Payment for employee's tax obligations | $ 6 | |
Class A common stock | ||
Equity-Based Compensation | ||
Awards granted | 18,170,941 | |
Number of RSUs | ||
Balance as of December 31, 2022 | 11,288,745 | |
Awards granted | 18,170,941 | |
Forfeited | (964,540) | |
Vested | (2,272,591) | |
Balance as of June 30, 2023 | 26,222,555 | |
Weighted average grant date fair value | ||
Balance as of December 31, 2022 | $ 7.56 | |
Granted | 6.64 | |
Forfeited | 7.39 | |
Vested | 7.54 | |
Balance as of June 30, 2023 | $ 6.93 |
Equity-Based Compensation - Emp
Equity-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan - Class A common stock | 6 Months Ended |
Jun. 30, 2023 installment shares | |
Equity-Based Compensation | |
Maximum percentage of deduction in eligible compensation to purchase shares | 15% |
Number of offering periods per year | installment | 2 |
Number of months in offering period | 6 months |
Common stock available for issuance | 11,100,000 |
Shares purchased | 0 |
Percentage of number of all common stock outstanding considered for automatic increase of shares available for purchase under the plan | 85% |
Equity-Based Compensation - sch
Equity-Based Compensation - schedule of Employee Stock Purchase Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Equity-Based Compensation | ||||
Equity-based compensation expense after tax | $ 16 | $ 4 | $ 30 | $ 6 |
Employee Stock Purchase Plan | ||||
Equity-Based Compensation | ||||
Equity-based compensation expense | 22 | 5 | 41 | 8 |
Employee Stock Purchase Plan | Cost of revenue (excluding depreciation and amortization) | ||||
Equity-Based Compensation | ||||
Equity-based compensation expense | 1 | 2 | ||
Employee Stock Purchase Plan | Sales and marketing | ||||
Equity-Based Compensation | ||||
Equity-based compensation expense | 11 | 2 | 18 | 3 |
Employee Stock Purchase Plan | Technology and content | ||||
Equity-Based Compensation | ||||
Equity-based compensation expense | 5 | 1 | 8 | 1 |
Employee Stock Purchase Plan | General and administrative | ||||
Equity-Based Compensation | ||||
Equity-based compensation expense | $ 5 | $ 2 | $ 13 | $ 4 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Employee Stock Option | |
Equity-Based Compensation | |
Compensation expense related to unvested GBTG MIP Options to be recognized | $ 3 |
Weighted average period for compensation expense to be recognized | 1 year 6 months |
RSU | |
Equity-Based Compensation | |
Compensation expense related to unvested RSUs to be recognized | $ 134 |
Weighted average period for compensation expense to be recognized | 2 years 3 months 18 days |
Employee Stock Purchase Plan | |
Equity-Based Compensation | |
Weighted average period for compensation expense to be recognized | 1 year 6 months |
Share-based payment arrangement | $ 1 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | |
Shareholders' Equity | |||||
Capital distribution | $ | $ 0 | $ 0 | $ 0 | $ 0 | |
Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock par value | $ / shares | $ 0.00001 | $ 0.00001 | |||
Preferred stock , shares authorized | 6,010,000,000 | 6,010,000,000 | |||
Preferred stock issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Class A common stock | |||||
Shareholders' Equity | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||
Common stock, shares issued (in shares) | 70,429,526 | 70,429,526 | 67,753,543 | ||
Common stock, shares outstanding (in shares) | 70,429,526 | 70,429,526 | 67,753,543 | ||
Common stock, voting rights | one vote | ||||
Class B common stock | |||||
Shareholders' Equity | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||
Common stock, shares issued (in shares) | 394,448,481 | 394,448,481 | 394,448,481 | ||
Common stock, shares outstanding (in shares) | 394,448,481 | 394,448,481 | 394,448,481 | ||
Common stock, voting rights | one vote | ||||
Exchange agreement stock splits ratio | 1 | ||||
Class A-1 Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock , shares authorized | 3,000,000,000 | 3,000,000,000 | |||
Preferred stock issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Class B-1 Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock , shares authorized | 3,000,000,000 | 3,000,000,000 | |||
Preferred stock issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Undesignated Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock , shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Related
Stockholders' Equity - Related party transactions (Details) - Sponsor Side Letter shares in Millions | May 27, 2022 D $ / shares shares |
Related Party Transactions | |
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares) | shares | 8 |
Sponsor side letter vesting period | 5 years |
If the VWAP of Class A Common Stock is greater than or equal to $12.50 | |
Related Party Transactions | |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 12.50 |
Number of sponsor shares that will vest (in shares) | shares | 5 |
If the VWAP of Class A Common Stock is greater than or equal to $15.00 | |
Related Party Transactions | |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 15 |
Number of sponsor shares that will vest (in shares) | shares | 3 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Shareholders' Equity | |||
Beginning balance | $ 1,371 | $ 1,334 | $ 1,334 |
Allocated to non-controlling interest | 1,162 | 1,219 | |
Net of tax benefit | 0 | 0 | 0 |
Ending balance | 1,339 | 1,266 | 1,371 |
Currency translation adjustments | |||
Shareholders' Equity | |||
Beginning balance | (10) | (38) | (38) |
Net changes during the period, net of tax benefit | 13 | ||
Net changes prior to reverse recapitalization, net of tax benefit | (59) | ||
Allocated to non-controlling interest | (11) | 85 | |
Allocated post reverse recapitalization change to non-controlling interest | (4) | ||
Ending balance | (8) | (16) | (10) |
Defined benefit plan related | |||
Shareholders' Equity | |||
Beginning balance | (1) | (128) | (128) |
Net changes during the period, net of tax benefit | (1) | ||
Allocated to non-controlling interest | 1 | 112 | |
Ending balance | (1) | (16) | (1) |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | |||
Shareholders' Equity | |||
Beginning balance | 4 | 4 | 4 |
Net changes during the period, net of tax benefit | (1) | ||
Net changes prior to reverse recapitalization, net of tax benefit | 12 | ||
Allocated to non-controlling interest | 1 | (14) | |
Ending balance | 4 | 2 | 4 |
Total accumulated other comprehensive loss | |||
Shareholders' Equity | |||
Beginning balance | (7) | (162) | (162) |
Net changes during the period, net of tax benefit | 11 | ||
Net changes prior to reverse recapitalization, net of tax benefit | (47) | ||
Allocated to non-controlling interest | (9) | 183 | |
Allocated post reverse recapitalization change to non-controlling interest | (4) | ||
Ending balance | $ (5) | $ (30) | $ (7) |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) shares in Millions | 6 Months Ended |
Jun. 30, 2023 shares | |
Earnings (Loss) Per Share | |
Earnout shares subject to forfeiture if achievement of stock prices are not met | 23 |
Employee Stock Option | |
Earnings (Loss) Per Share | |
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share | 21 |
RSU | |
Earnings (Loss) Per Share | |
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share | 26 |
Earnings (Loss) Per Share- Basi
Earnings (Loss) Per Share- Basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator - Basic and diluted (loss) earnings per share: | ||||||
Net loss attributable to the Company's Class A common stockholders (A) | $ (14) | $ 21 | $ (16) | $ 21 | ||
Add: Net loss attributable to non-controlling interests in subsidiaries | (41) | (23) | (66) | (114) | ||
Net loss attributable to the Company's Class A common stockholders - Diluted (B) | $ (55) | $ (27) | $ (2) | $ (91) | $ (82) | $ (93) |
Denominator - Basic and diluted weighted average number of shares outstanding: | ||||||
Weighted average number of Class A Common Stock outstanding - Basic (C) | 61,852,280 | 48,867,969 | 61,118,570 | 48,867,969 | ||
Assumed exercise of GBTG stock options | 1,003,771 | 1,003,771 | ||||
Assumed conversion of Class B Common Stock | 394,448,481 | 394,448,481 | ||||
Weighted average number of Class A Common Stock outstanding - Diluted (D) | 61,852,280 | 444,320,221 | 61,118,570 | 444,320,221 | ||
Basic (loss) earnings per share attributable to the Company's Class A common stockholders: (A) / (C) | $ (0.23) | $ 0.44 | $ (0.27) | $ 0.44 | ||
Diluted loss per share attributable to the Company's Class A common stockholders: (B) / (D) | $ (0.23) | $ (0.27) | $ (0.21) |
Derivatives and Hedging - Warra
Derivatives and Hedging - Warrants and Earnout Shares (Details) - USD ($) shares in Millions, $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnout shares | ||
Derivatives and Hedging | ||
Number of shares issued | 15 | |
Number of shares outstanding | 23 | |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | $ (1) | |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current assets | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | 13 | $ 10 |
Derivatives not designated as hedging instruments | Earnout shares | Earnouts and warrants derivative liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives liabilities | $ 106 | $ 90 |
Derivatives and Hedging - Impac
Derivatives and Hedging - Impact of changes in fair value (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivatives and Hedging | ||||
Amount of gain/(loss) recognized in statements of operations | $ (17) | $ 36 | $ (12) | $ 36 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | |||
Amount reclassified from accumulated other comprehensive loss | 2 | $ 4 | ||
Total net gain on the interest rate swap contract is expected to be reclassified | 8 | |||
Interest rate swaps | ||||
Derivatives and Hedging | ||||
Amount reclassified from accumulated other comprehensive loss | 2 | 4 | ||
Derivatives designated as hedging instruments | ||||
Derivatives and Hedging | ||||
Amount of gain/(loss) recognized in other comprehensive income (loss) | (2) | (4) | ||
Amount of gain/(loss) recognized in statements of operations | 2 | $ 4 | ||
Amount of gain/(loss) recognized in statements of operations, financial statement location | Interest Expense | |||
Derivatives designated as hedging instruments | Interest rate swaps | ||||
Derivatives and Hedging | ||||
Amount of gain/(loss) recognized in other comprehensive income (loss) | 14 | 4 | $ 3 | 13 |
Derivatives not designated as hedging instruments | Earnout shares | ||||
Derivatives and Hedging | ||||
Amount of gain/(loss) recognized in statements of operations | $ (19) | 23 | $ (16) | 23 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnouts and warrants derivative liabilities | |||
Derivatives not designated as hedging instruments | Warrants | ||||
Derivatives and Hedging | ||||
Amount of gain/(loss) recognized in statements of operations | $ 13 | $ 13 |
Derivatives and Hedging - Inter
Derivatives and Hedging - Interest Rate Swap (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | |
Derivatives and Hedging | |||||
Amount reclassified from accumulated other comprehensive loss | $ 2 | $ 4 | |||
Interest Rate Swap | |||||
Derivatives and Hedging | |||||
Notional amount | $ 600 | 600 | 600 | $ 300 | |
Derivative fixed Interest rate | 4.295% | ||||
Derivative variable Interest rate | 0.90% | ||||
Amount reclassified from accumulated other comprehensive loss | 2 | 4 | |||
Interest Rate Swap | Maximum | |||||
Derivatives and Hedging | |||||
Derivative fixed Interest rate | 3.68% | ||||
Interest Rate Swap | Minimum | |||||
Derivatives and Hedging | |||||
Derivative fixed Interest rate | 3.6856% | ||||
Interest Rate Swap | $600 million expiring on 2025 | |||||
Derivatives and Hedging | |||||
Notional amount | $ 600 | $ 600 | |||
Derivative fixed Interest rate | 3.68% | 3.68% | |||
Interest Rate Swap | $300 million expiring on 2027 | |||||
Derivatives and Hedging | |||||
Notional amount | $ 300 | $ 300 | |||
Derivative fixed Interest rate | 4.295% | 4.295% | |||
Interest Rate Swap | Three-month LIBOR | |||||
Derivatives and Hedging | |||||
Derivative variable Interest rate | 3.68% | ||||
Cash realization on interest rate swap agreement termination | $ 23 |
Fair Value Measurements - Gross
Fair Value Measurements - Gross carrying value and fair value of the Company's assets and liabilities measured at a fair value on a recurring basis (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Level 2 | Interest rate swaps | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative assets | $ 13 | $ 10 |
Gross carrying value and fair value of derivative liabilities | (1) | |
Level 3 | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative liabilities | $ (106) | $ (90) |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions used for the measurement of the fair value of outstanding earnout shares liabilities (Details) - Non-employee Earnout Shares | Jun. 30, 2023 $ / shares Y | Dec. 31, 2022 Y $ / shares |
Tranche 1 | ||
Fair Value Measurements | ||
Fair value per shares | $ 5 | $ 4.30 |
Tranche 2 | ||
Fair Value Measurements | ||
Fair value per shares | $ 4.26 | $ 3.58 |
Stock price | ||
Fair Value Measurements | ||
Fair value measurement input | 7.23 | 6.75 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0433 | 0.0406 |
Volatility | ||
Fair Value Measurements | ||
Fair value measurement input | 0.475 | 0.425 |
Expected term (years) | ||
Fair Value Measurements | ||
Fair value measurement input | Y | 3.9 | 4.4 |
Expected dividends | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 financial liabilities measured at fair value (Details) - Non-employee Earnout Shares - Level 3 $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Measurements | |
Balance at the beginning | $ 90 |
Change in fair value | 16 |
Balance at the end | $ 106 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Level 2 | Senior secured initial term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 235 | $ 235 |
Level 2 | Senior secured initial term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 229 | 220 |
Level 3 | Senior secured tranche B-3 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 988 | 987 |
Level 3 | Senior secured tranche B-3 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 1,018 | $ 1,017 |
Level 3 | Senior secured tranche B-4 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 131 | |
Level 3 | Senior secured tranche B-4 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 137 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions | |||||
Revenue | $ 592 | $ 486 | $ 1,170 | $ 836 | |
Class A common stock | |||||
Related Party Transactions | |||||
Loan to equity affiliate | 5 | ||||
Receivable outstanding of equity affiliate | $ 2 | ||||
License of American Express Marks | |||||
Related Party Transactions | |||||
Term of agreement | 11 years | ||||
Affiliate | |||||
Related Party Transactions | |||||
Accounts payable | 52 | $ 52 | $ 48 | ||
Accounts receivable | 38 | 38 | 36 | ||
Affiliate | Advisory Services Agreement | |||||
Related Party Transactions | |||||
Advisory services fees | 1 | 1 | |||
Accounts payable | 5 | 5 | 5 | ||
Affiliate | Commercial Agreements | |||||
Related Party Transactions | |||||
Advisory services fees | 8 | 7 | 15 | 11 | |
Revenue | 6 | 5 | 12 | 10 | |
Accounts payable | 35 | 35 | 24 | ||
Accounts receivable | 8 | 8 | 15 | ||
Affiliate | Commercial and Operating Agreements with Expedia | |||||
Related Party Transactions | |||||
Revenue | 44 | 41 | 82 | 60 | |
Accounts receivable | 23 | $ 23 | 18 | ||
Term of agreement | 10 years | ||||
Affiliate | Transition Services Agreement with Expedia, Inc | |||||
Related Party Transactions | |||||
Advisory services fees | 6 | $ 9 | $ 14 | $ 20 | |
Accounts payable | 6 | 6 | 8 | ||
Payable remaining to expedia in respect of loss contingency | $ 11 | 11 | 15 | ||
Affiliate | Transition Services Agreement with Expedia, Inc | Class A common stock | |||||
Related Party Transactions | |||||
Sock issued pursuant to an agreement | 575,409 | ||||
Payable remaining to expedia in respect of loss contingency | $ 4 | 4 | |||
Affiliate | Transition Services Agreement with Expedia, Inc | Egencia | |||||
Related Party Transactions | |||||
Accounts receivable | $ 5 | $ 5 | $ 5 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jul. 10, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Class B common stock | |||
Subsequent Events | |||
Common stock, shares issued (in shares) | 394,448,481 | 394,448,481 | |
Common stock, shares outstanding (in shares) | 394,448,481 | 394,448,481 | |
Subsequent Events | GBTG | Class B common stock | |||
Subsequent Events | |||
Common stock, shares issued (in shares) | 0 | ||
Common stock, shares outstanding (in shares) | 0 | ||
Subsequent Events | GBT JerseyCo | |||
Subsequent Events | |||
Incremental income tax liability (in percent) | 100% | ||
Subsequent Events | GBT JerseyCo | Class B common stock | |||
Subsequent Events | |||
Common stock, shares issued (in shares) | 0 | ||
Common stock, shares outstanding (in shares) | 0 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |