The information included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations should be read in conjunction with
our unaudited condensed consolidated financial statements and the accompanying
notes included in this Quarterly Report on Form 10-Q, and the consolidated
financial statements and accompanying notes, as well as Management's Discussion
and Analysis of Financial Condition and Results of Operations contained in our
Annual Report on Form 10-K for the year ended
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect the views of our management regarding current
expectations and projections about future events and are based on currently
available information. Actual results could differ materially from those
contained in these forward-looking statements for a variety of reasons,
including, but not limited to, those discussed in this Quarterly Report on Form
10-Q for the three and nine months ended
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these words are not the exclusive means of identifying such statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. These forward-looking statements are inherently subject to
uncertainties, risks and changes in circumstances that are difficult to predict.
We are not under any obligation to, and do not intend to, publicly update or
review any of these forward-looking statements, whether as a result of new
information, future events or otherwise, even if experience or future events
make it clear that any expected results expressed or implied by those
forward-looking statements will not be realized. Please carefully review and
consider the various disclosures made in this report and in our other reports
filed with the
Overview
Tripadvisor is a leading online travel company and our mission is to help people around the world plan, book and experience the perfect trip. We operate a global travel platform that connects the world's largest audience of prospective travelers with travel partners through rich content, price comparison tools, and online reservation and related services for destinations, accommodations, travel activities and experiences, and restaurants.
Under our flagship brand, Tripadvisor, we launched www.Tripadvisor.com in the
In addition to the flagship Tripadvisor brand, we own and operate a portfolio of travel media brands and businesses, operating under various websites, including the following: www.bokun.io, www.cruisecritic.com, www.flipkey.com, www.thefork.com (including www.lafourchette.com, www.eltenedor.com, www.bookatable.co.uk, and www.delinski.com), www.helloreco.com, www.holidaylettings.co.uk, www.housetrip.com, www.jetsetter.com, www.niumba.com, www.seatguru.com, www.singleplatform.com, www.vacationhomerentals.com, and www.viator.com.
Executive Financial Summary and Business Trends
Tripadvisor is the world's largest online travel site, as measured by average unique monthly visitors. As a result, Tripadvisor represents an attractive platform for travel partners - including hotel chains, independent hoteliers, OTAs, destination marketing organizations, and other travel-related and non-travel related product and service providers - who seek to market and sell their products and services to a global audience. Tripadvisor's platform and product offerings enable consumers to discover, research and price shop a variety of travel products, including hotels, flights, cruises, cars, vacation rental properties, tours, travel activities and experiences, and restaurants; and book a number of these travel experiences either directly on our websites or mobile apps, or on our travel partners' websites or mobile apps. Key drivers of our financial results are described below, including current trends affecting our business, and our segment reporting information.
Our Long-Term Growth Strategy
In 2019, Phocuswright, an independent travel, tourism and hospitality research
firm, estimated that the annual global travel market (not including dining) will
reach
• continue building products that reduce friction throughout the travel planning and trip-taking journey and delight travelers; • deepen consumer engagement with our platform (including, but not limited to, membership growth, mobile app engagement and overall repeat usage); • invest in technology to further improve our customer and supplier experiences; • deepen travel partner engagement with our platform by expanding the number of products and services we offer; • invest in and grow certain categories where we lead the broader travel market today and/or can leverage unique assets, such as hotel business to business ("B2B") services, media advertising, experiences and restaurants; • leverage our technological and operational efficiencies; and • opportunistically pursue strategic acquisitions. 30
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Business Trends
The online travel industry in which we operate is large and also highly dynamic and competitive. Our overall strategy is to deliver more value to consumers and travel partners in order to generate more monetization on our platform. While we operate with a long-term growth focus, our specific growth objectives and resource allocation strategies can differ in both duration and magnitude within our reportable segments. We describe these dynamics, as well as the trends and uncertainties that may impact our ability to execute on our objectives and strategies, below.
COVID-19
The COVID-19 pandemic has caused a significant negative impact on the travel,
hospitality, restaurant, and leisure industry and consequently adversely and
materially affected our business, results of operations, liquidity and financial
condition during the three and nine months ended
We have also incurred significant and unanticipated cancellations by travelers
related to future travel, accommodations and tour bookings in the post-COVID-19
timeframe, which had been reserved by travelers in the pre-COVID-19 timeframe,
which included a significant number of bookings recorded as deferred revenue on
our consolidated balance sheet as of
While we have seen varying degrees of containment of the virus in certain
countries and some signs of travel recovery, the degree of containment and the
recovery in travel has varied region-to-region globally, as well as
state-to-state in the
In addition, the ultimate extent of the COVID-19 pandemic and its impact on travel, regional and global markets, and overall economic activity in currently affected countries and globally is unknown and difficult to predict. Therefore, the ultimate extent and duration of the impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition remains largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the resurgence and severity of the virus, continued transmission rate of COVID-19, the timing and widespread availability of a vaccine, the extent and effectiveness of containment actions taken, including mobility and travel restrictions, and the impact of these and other factors on consumer travel behavior.
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In response to the impact of COVID-19, we have taken several steps to further
strengthen our financial position and balance sheet and maintain financial
liquidity and flexibility, including, but not limited to, restructuring
activities, primarily by significantly reducing our ongoing operating expenses
and headcount; borrowing
Liquidity
During the first quarter of 2020, we borrowed
In addition, in
Refer to "Note 8: Debt" in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q for further information about our Second Amendment and Senior Notes.
Cost Reduction Measures
During the first quarter of 2020, the Company instituted a cost reduction initiative to preserve cash flows, including targeted workforce reduction measures largely in the Experiences and Dining segment, in addition to optimizing and reducing brand advertising as the Company pivots to leverage newer and expectantly more effective mediums to our historically television-focused campaign.
In response to the financial impact to the Company from the COVID-19 pandemic,
the Company instituted additional cost reduction measures during the latter part
of the first quarter of 2020, which included the elimination of the majority of
discretionary spending, business travel, non-critical vendor relationships,
brand advertising, cessation of nearly all new hiring and contingent staff,
reduction of targeted employee benefits and the furloughing of over 100
employees. On
• Enacted a workforce reduction eliminating more than 900 employees; • Furloughing additional employees bringing the total furloughed employees during March andApril 2020 to approximately 850 employees, primarily in our European operations at The Fork; and • Making targeted reductions of the Company's office lease portfolio, primarily either through subleasing or allowing property leases to expire.
As of
The Company incurred total pre-tax restructuring and other related
reorganization costs of approximately
CARES Act and Other Governmental Relief
In
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certain of these provisions, and have accordingly recorded income tax benefits
of
In addition, certain governments have passed legislation to help businesses
during the COVID-19 pandemic through loans, wage subsidies, tax relief or other
financial aid, and some of these governments have extended or are considering
extending these programs. The Company has participated in several of these
programs, including the CARES Act in the
For further details of the income tax and other benefits recorded by the Company under the CARES Act and other governmental relief programs, refer to the section Risks and Uncertainties in "Note 1: "Business Description and Basis of Presentation" and "Note 9: Income Taxes" in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q.
Hotels, Media & Platform Segment
In our Hotels, Media & Platform segment our strategic objective is to preserve profit and drive increased customer engagement and monetization on the Tripadvisor platform. We seek to achieve this by delivering consumers compelling products and holistic user experience as well as by offering travel partners a diverse set of advertising opportunities.
For consumers, we test and implement product enhancements that deliver a more engaging and comprehensive hotel shopping experience. This includes providing rich, immersive content - reviews, photos, videos and ratings, among other contributions - as well as increasing the number of travel partners and properties as well as the available hotel supply on our platform. We believe providing consumers tools to discover, research, price shop and book a comprehensive selection of accommodations helps increase brand awareness and brand loyalty and, over time, can result in deeper consumer engagement, more qualified leads delivered to travel partners and greater monetization on our platform.
We seek to monetize our influence through hotel-related product improvements,
supply and marketing efforts and customer advertising opportunities.
Historically, we have generated a significant amount of hotel shoppers from
search engines, such as Google. A hotel shopper is a visitor to our sites that
views either a listing of hotels in a city or a specific hotel page. Our key
ongoing objective related to traffic acquisition is to attract or acquire hotel
shoppers at or above our desired marketing return on investment targets. Over
the long-term, we are focused on driving a greater percentage of our traffic
from direct traffic sources, which comes with little to no traffic acquisition
costs. Our business, including the Hotels, Media & Platform segment's financial
results, have been adversely and materially impacted by the COVID-19 pandemic,
which was the primary and material driver of this segment's unfavorable results
during the three and nine months ended
We believe deepening consumer engagement on our platform will enable us to more significantly monetize our influence and eventually grow - Hotels, Media & Platform segment revenue. For example, in Tripadvisor-branded display and platform revenue, we enable travel partners to amplify their brand, generate brand impressions, and potentially drive qualified leads and bookings for their businesses. Historically, we have limited both the type and number of display-based advertising opportunities we make available to travel partners, particularly on mobile phone, which, in turn, has limited display-based advertising revenue growth. However, we continue to work on initiatives to better leverage our audience, content, data, travel influence and platform breadth to open up new media advertising opportunities through a more modern, high-powered advertising suite spanning native, video and programmatic solutions. We intend to broaden our solution to a larger set of advertising travel endemic and non-travel endemic advertising partners, including industries such as airlines and finance.
In addition, over time we have and will continue to focus on initiatives to increase our traffic quality and deepen customer engagement on our platform, including driving membership growth, increasing personalization, and innovating our mobile app experience. We believe continued progress improving the user experience on our platform can lead to increased monetization over time. For example, there remains not only an opportunity to continue to grow our member base, but also to deepen member engagement by making membership more valued, through building communities and leveraging our content to further personalize trip-planning features.
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Experiences & Dining Segment
Our Experiences and Dining offerings contribute to the comprehensive user experience we deliver, which we believe helps to increase awareness of, loyalty to, and engagement with our products, drive more bookings to Experiences and Dining partners and generate greater revenue and increased profitability on our platform. Given the significant market opportunities in these large categories, we expect to continue to invest in building these offerings to drive consumer engagement, bookings and revenue growth for the long-term.
During the three and nine months ended
In
Other
Other is a combination of our Rentals, Flights & Car, Cruises, and Tripadvisor China business units and is not considered a reportable segment. Profits and revenues have declined in the most recent period primarily due to the COVID-19 pandemic, similar to our other business units. We continue to operate these offerings opportunistically as they complement our overall strategic objectives to deliver more value to consumers and travel partners.
Employees
During the nine months ended
We have in place business continuity programs to ensure that employees are safe and that our teams continue to function effectively while working remotely during COVID-19. We believe we have good relationships with our employees, including relationships with employees represented by international works councils or other similar organizations.
Seasonality
Consumers' travel expenditures have historically followed a seasonal pattern.
Correspondingly, partners' advertising investments, and therefore our revenue
and profits, have also historically followed a seasonal pattern. Our financial
performance tends to be seasonally highest in the second and third quarters of a
given year, which includes the seasonal peak in consumer demand, traveler hotel
and rental stays, and travel activities and experiences taken, compared to the
first and fourth quarters, which represent seasonal low points. However, due to
the impact of COVID-19 on our business, we did not experience our typical
seasonal pattern for revenue and profit during the three and nine months ended
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Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that we believe are important in the preparation of our consolidated financial statements because they require that management use judgment and estimates in applying those policies. We prepare our consolidated financial statements and accompanying notes in accordance with GAAP. Preparation of the consolidated financial statements and accompanying notes requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. Management bases its estimates on historical experience, when applicable and other assumptions that it believes are reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions.
There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if:
• It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and/or • Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.
There have been no material changes to our critical accounting policies and
estimates as compared to the critical accounting policies and estimates
described in our Annual Report on Form 10-K for the fiscal year ended
Recoverability of
We assess goodwill, which is not amortized, for impairment annually during the
fourth quarter, or more frequently, if events and circumstances indicate
impairment may have occurred. We test goodwill for impairment at the reporting
unit level.
Given the continued economic impact of COVID-19 during the third quarter of
2020, the Company conducted a qualitative evaluation of relevant events and
circumstances that would materially impact the fair value of each of our
reporting units as of
During the third quarter of 2020, the Company recognized a goodwill impairment
charge of
Refer to "Note 7:
Significant Accounting Policies and New Accounting Pronouncements
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Refer to "Note 2: Significant Accounting Policies" in the notes to our unaudited
condensed consolidated financial statements in Item 1 in this Quarterly Report
on Form 10-Q for an overview of new accounting pronouncements that we have
adopted in 2020 or that we plan to adopt that have had or may have an impact on
our unaudited condensed consolidated financial statements. Notably, in the first
quarter of 2020, we adopted the new credit losses guidance, or ASC 326, using
the modified retrospective approach and applied the guidance retrospectively at
the effective date of
With the exception of the change for the accounting of credit losses as a result
of adopting ASC 326, as described above, there have been no other significant
changes to our significant accounting policies since
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