Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document and Entity Information | |
Document Type | S-1 |
Entity Registrant Name | Global Business Travel Group, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001820872 |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash | $ 329,000,000 | $ 516,000,000 | $ 584,000,000 | ||
Prepaid expenses | 48,000,000 | 42,000,000 | 44,000,000 | ||
Total current assets | 1,043,000,000 | 1,052,000,000 | 869,000,000 | ||
Total assets | 3,736,000,000 | 3,771,000,000 | 2,758,000,000 | ||
Current liabilities: | |||||
Total current liabilities | 801,000,000 | 721,000,000 | 570,000,000 | ||
Total liabilities | 2,337,000,000 | 2,277,000,000 | 1,774,000,000 | ||
Commitments and contingencies (Note 7) | |||||
Shareholders' deficit: | |||||
Additional paid-in capital | 2,558,000,000 | 2,560,000,000 | 1,752,000,000 | ||
Accumulated deficit | (1,156,000,000) | (1,065,000,000) | (592,000,000) | ||
Total shareholders' deficit | 1,233,000,000 | 1,333,000,000 | 981,000,000 | ||
Total liabilities, temporary equity and shareholders' deficit | 3,736,000,000 | 3,771,000,000 | 2,758,000,000 | ||
Apollo Strategic Growth Capital | |||||
Current assets: | |||||
Cash | 80,242 | 161,277 | 257,872 | ||
Prepaid expenses | 336,193 | 495,915 | 1,125,255 | ||
Total current assets | 416,435 | 657,192 | 1,383,127 | ||
Investments held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 | ||
Total assets | 818,094,861 | 818,013,729 | 818,368,660 | ||
Current liabilities: | |||||
Accounts payable and accrued offering costs | 5,594,897 | 6,560,426 | 383,164 | ||
Advances from related party | 4,258,589 | 2,040,211 | 373,517 | $ 0 | |
Note payable - Sponsor | 5,800,000 | 5,800,000 | 1,500,000 | ||
Total current liabilities | 15,653,486 | 14,400,637 | 2,256,681 | ||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 | ||
Deferred underwriting compensation | 28,588,350 | 28,588,350 | 28,588,350 | ||
Total liabilities | 104,340,121 | 98,932,520 | 105,487,341 | ||
Commitments and contingencies (Note 7) | |||||
Temporary Equity: | |||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | ||
Shareholders' deficit: | |||||
Accumulated deficit | (103,056,281) | (97,729,812) | (103,929,702) | ||
Total shareholders' deficit | (103,055,260) | (97,728,791) | $ (83,645,535) | (103,928,681) | $ 1,854 |
Total liabilities, temporary equity and shareholders' deficit | 818,094,861 | 818,013,729 | 818,368,660 | ||
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
Temporary Equity: | |||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | ||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
Shareholders' deficit: | |||||
Ordinary shares | $ 1,021 | $ 1,021 | $ 1,021 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | May 27, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A common stock subject to possible redemption, issued (in shares) | 1,500,000 | 1,500,000 | 0 | ||
Common shares, shares issued | 394,448,481 | ||||
Temporary equity, shares outstanding | 1,500,000 | 0 | |||
Apollo Strategic Growth Capital | |||||
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Class A ordinary shares | |||||
Common shares, shares issued | 56,945,033 | ||||
Common shares, shares outstanding | 56,945,033 | ||||
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
Class A common stock subject to possible redemption, issued (in shares) | 81,681,000 | 81,681,000 | |||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, shares issued | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | ||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | ||
Common shares, shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | ||
Class A Ordinary Shares Subject to Redemption | Apollo Strategic Growth Capital | |||||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Temporary equity, shares outstanding | 81,681,000 | 81,681,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | $ 350,000,000 | $ 126,000,000 | $ 763,000,000 | $ 793,000,000 | $ 2,119,000,000 |
EXPENSES | |||||
General and administrative | 65,000,000 | 39,000,000 | 213,000,000 | 181,000,000 | 255,000,000 |
TOTAL EXPENSES | 446,000,000 | 255,000,000 | 1,323,000,000 | 1,540,000,000 | 1,913,000,000 |
OTHER INCOME (EXPENSES) | |||||
Interest expense | (19,000,000) | (11,000,000) | (53,000,000) | (27,000,000) | (15,000,000) |
TOTAL OTHER INCOME (EXPENSES) | 5,000,000 | 8,000,000 | 14,000,000 | (3,000,000) | |
Net (loss) income | $ (91,000,000) | $ (114,000,000) | $ (473,000,000) | $ (618,000,000) | $ 134,000,000 |
Weighted Average Number of Shares Outstanding, Basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 37,102,120 |
Earnings Per Share, Basic | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.72 |
Earnings Per Share, Diluted | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.61 |
Apollo Strategic Growth Capital | |||||
REVENUE | $ 0 | $ 0 | |||
EXPENSES | |||||
Administrative fee - related party | 50,001 | 50,647 | $ 200,650 | $ 46,669 | |
General and administrative | 1,441,567 | 4,592,167 | 12,663,776 | 536,614 | $ 1,853 |
TOTAL EXPENSES | 1,491,568 | 4,642,814 | 12,864,426 | 583,283 | 1,853 |
OTHER INCOME (EXPENSES) | |||||
Investment income from Trust Account | 321,889 | 141,517 | 371,004 | 175,533 | |
Interest expense | (2,038) | (615) | (5,465) | (414) | |
Transaction costs allocable to warrant liability | (2,344,508) | ||||
Change in fair value of derivative warrant liabilities | (4,154,752) | 24,785,058 | 18,698,777 | (16,889,088) | |
TOTAL OTHER INCOME (EXPENSES) | (3,834,901) | 24,925,960 | 19,064,316 | (19,058,477) | |
Net (loss) income | $ (5,326,469) | $ 20,283,146 | $ 6,199,890 | $ (19,641,760) | $ (1,853) |
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
OTHER INCOME (EXPENSES) | |||||
Weighted Average Number of Shares Outstanding, Basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Weighted Average Number of Shares Outstanding, Diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
OTHER INCOME (EXPENSES) | |||||
Weighted Average Number of Shares Outstanding, Basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Class B ordinary shares Common Stock Apollo Strategic Growth Capital | Additional Paid-in Capital Apollo Strategic Growth Capital | Accumulated Deficit Apollo Strategic Growth Capital | Apollo Strategic Growth Capital | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | ||
Balance at the beginning (in shares) at Dec. 31, 2018 | 21,562,500 | ||||
Capital contributions | 3,707 | $ 3,707 | |||
Net income | (1,853) | (1,853) | $ 134,000,000 | ||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 | |
Balance at the end (in shares) at Dec. 31, 2019 | 21,562,500 | ||||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | 328,959 | |||
Forfeiture of Class B ordinary shares by Sponsor | $ (57) | 57 | |||
Forfeiture of Class B ordinary shares by Sponsor (in shares) | (1,142,250) | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | $ (359,840) | (84,257,894) | (84,617,734) | ||
Net income | (19,641,760) | (19,641,760) | (618,000,000) | ||
Balance at the end at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | 981,000,000 | |
Balance at the end (in shares) at Dec. 31, 2020 | 20,420,250 | ||||
Net income | 20,283,146 | 20,283,146 | (114,000,000) | ||
Balance at the end at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 20,420,250 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | 981,000,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | ||||
Net income | 6,199,890 | 6,199,890 | (473,000,000) | ||
Balance at the end at Dec. 31, 2021 | $ 1,021 | (97,729,812) | (97,728,791) | 1,333,000,000 | |
Balance at the end (in shares) at Dec. 31, 2021 | 20,420,250 | ||||
Net income | (5,326,469) | (5,326,469) | (91,000,000) | ||
Balance at the end at Mar. 31, 2022 | $ 1,021 | $ (103,056,281) | $ (103,055,260) | $ 1,233,000,000 | |
Balance at the end (in shares) at Mar. 31, 2022 | 20,420,250 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | |||||
Net (loss) income | $ (91,000,000) | $ (114,000,000) | $ (475,000,000) | $ (619,000,000) | $ 138,000,000 |
Changes in operating assets and liabilities: | |||||
Accounts payable and accrued expenses | 93,000,000 | (43,000,000) | 2,000,000 | (159,000,000) | 23,000,000 |
Net Cash Used In Operating Activities | (154,000,000) | (114,000,000) | (512,000,000) | (250,000,000) | 227,000,000 |
Cash Flows From Investing Activities: | |||||
Net Cash Used In Investing Activities | (21,000,000) | (62,000,000) | (27,000,000) | (47,000,000) | (87,000,000) |
Cash Flows From Financing Activities: | |||||
Net Cash Provided By Financing Activities | (7,000,000) | 89,000,000 | 478,000,000 | 384,000,000 | (65,000,000) |
Net change in cash | (185,000,000) | (90,000,000) | (68,000,000) | 94,000,000 | 76,000,000 |
Cash at beginning of period | 525,000,000 | 593,000,000 | 593,000,000 | 499,000,000 | 423,000,000 |
Cash at end of period | 340,000,000 | 503,000,000 | 525,000,000 | 593,000,000 | 499,000,000 |
Apollo Strategic Growth Capital | |||||
Cash Flows From Operating Activities: | |||||
Net (loss) income | (5,326,469) | 20,283,146 | 6,199,890 | (19,641,760) | (1,853) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||
Investment income earned on investment held in Trust Account | (321,889) | (141,517) | (371,004) | (175,533) | |
Formation and organization costs paid by related parties | 27,607 | 3,707 | |||
Costs associated with warrant liabilities | 2,344,508 | ||||
Change in fair value of derivative warrant liabilities | 4,154,752 | (24,785,058) | (18,698,777) | 16,889,088 | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 159,722 | 150,174 | 629,340 | (1,123,401) | (1,854) |
Accounts payable and accrued expenses | (965,529) | 4,138,691 | 6,179,734 | (761,757) | |
Advances from Related Parties | 2,218,378 | 2,035,989 | |||
Net Cash Used In Operating Activities | (81,035) | (354,564) | (4,024,828) | (2,441,248) | |
Cash Flows From Investing Activities: | |||||
Cash deposited into Trust Account | (816,810,000) | ||||
Net Cash Used In Investing Activities | (816,810,000) | ||||
Cash Flows From Financing Activities: | |||||
Proceeds from sale of Private Placement Warrants | 18,336,200 | ||||
Payment of underwriter commissions | (16,336,200) | ||||
Proceeds from Sponsor note | 800,000 | 4,300,000 | 1,500,000 | ||
Repayment of advances from Sponsor | (371,767) | (371,767) | |||
Net Cash Provided By Financing Activities | 428,233 | 3,928,233 | 819,509,120 | ||
Net change in cash | (81,035) | 73,669 | (96,595) | 257,872 | |
Cash at beginning of period | 161,277 | 257,872 | 257,872 | ||
Cash at end of period | $ 80,242 | $ 331,541 | $ 161,277 | 257,872 | |
Supplemental disclosure of non-cash financing activities: | |||||
Deferred underwriters' commissions charged to temporary equity in connection with the Public Offering | 28,588,350 | ||||
Deferred offering costs paid by related party | $ 345,910 | 3,707 | |||
Accrued offering costs which were charged to temporary equity | $ 1,144,924 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At March 31, 2022, the Company had not commenced any operations. All activity for the period from October 10, 2008 through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At March 31, 2022, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. See “Recent Developments” below and “Item 1.Business” of our Annual Report for the year ended December 31, 2021 for more information regarding the pending Initial Business Combination with GBT JerseyCo Limited. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of March 31, 2022, the Company had investments held in the Trust Account of $817,678,426 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of March 31, 2022, the Company does not have sufficient liquidity to meet its future obligations. As of March 31, 2022, the Company had a working capital deficit of approximately $15.2 million, current liabilities of $15.7 million and had cash of approximately $80,000. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Recent Developments GBT Business Combination On December 2, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At December 31, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At December 31, 2021, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2021, we had investments held in the Trust Account of The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern GAAP The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. Recent Developments GBT Business Combination On December 2, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price. Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period. Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below). Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex HoldCo. and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) Summary of Significant Accounting Policies Consolidation The Company’s consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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. 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. Actual results could differ materially from those estimates. Significant estimates used by the Company include estimates related to supplier revenue, collectability of receivables, depreciable lives of property and equipment, valuation of equity issued as purchase consideration in business combination, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, measurement of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income tax assets and contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash and cash equivalents that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. The Company had $9 million of restricted cash as of both December 31, 2021 and 2020, which is included in other non-current assets in the consolidated balance sheets (see note 12 — Other Non-Current Assets Accounts Receivable Accounts receivable primarily includes trade accounts receivable from corporate clients, travel suppliers and government for grants receivable, less allowances for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness and the age of the accounts receivable balance. In circumstances where the Company is aware of a specific client’s inability to meet its financial obligations (e.g. bankruptcy filings, failure to pay amounts due to the Company, or other known client liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic (see note 1 — Business Description and Basis of Presentation Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company also capitalizes certain costs associated with the acquisition or development of internal- use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost incurred related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 – 10 years or lease term Furniture, fixtures and other equipment Up to 7 years Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Based on the Company’s assessment, the Company recorded $2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of (losses) earnings from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2020 and 2019. Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. For periods prior to January 1, 2020, when an impairment existed, it was recorded to the extent that the implied fair value of goodwill was less than the carrying value of goodwill. The Company adopted the new accounting standard update on goodwill impairment on January 1, 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2021, 2020 and 2019 because quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Corporate client relationships 10 – 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non- lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. Operating leases are included in operating lease ROU assets and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as long-term on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/ provision for income taxes in its consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: 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. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on certain historical net investment hedges. Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2021, over 60% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. Revenue Recognition The Company generates revenue in two primary ways: 1) Travel Revenues which include fees received from corporate clients and travel suppliers relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and 2) Products and Professional Services Revenues which include revenues received from corporate clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) corporate clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a corporate client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/corporate clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenue Client Fees Transaction Fees and Other Revenues: Consideration Payable to Clients and Client Incentives Supplier Fees Base Commissions and Incentives Override Revenues: GDS Revenues Products and Professional Services Revenues Management Fees Product Revenues Consulting and Meeting and Events Revenues Other Revenues Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counsellors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools. Sales and marketing Sales and marketing primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support including expenses associated with the executive non-cash equity plan and long-term incentive plans, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. Restructuring charges Restructuring and other charges consist primarily of costs associated with (i) employee termination benefits and (ii) lease exit and related costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. When the Company ceases using a facility but does not intend to or is unable to terminate the operating lease or intends or is able to sublease, the Company records a liability for the remaining payments of non-lease components. Costs associated with exit or disposal activities, including impairment of operating lease ROU assets are presented as restructuring charges in the consolidated statement of operations (see note 14 — Restructuring Charges Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in general and administrative expenses on the consolidated statements of operations, was approximately $2 million, $3 million and $8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of stock options to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the date of grant and vesting conditions. Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non- contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans within other non- current liabilities on its consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension benefit (costs), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method. Interest income is comprised of interest earned from bank deposits. Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. Recently Adopted Accounting Pronouncements There were no new accounting standards adopted by the Company during the year ended December 31, 2021. Recent Accounting Pronouncements — Not Yet Adopted Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes” Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” 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.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”) expected to be discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU would impact contract modifications and other changes that occur while LIBOR is phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is in the process of evaluating the optional relief guidance provided within this ASU and is also reviewing its debt instrument that utilizes LIBOR as the reference rate. The Company will continue to evaluate and monitor developments and its assessment of this guidance during the LIBOR transition period. Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “Disclosures by Business Entities about Government Assistance” which provides for disclosures by business entities about government assistance. The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The guidance is effective for the Company for annual periods beginning after December 15, 2021, with early application permitted, and can be applied either prospectively or retrospectively. The Company does not expect that adoption of this guidance will have any material impact on the consolidated financial statements of the Company . | |
Apollo Strategic Growth Capital | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption. Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (" ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one Public Warrant | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one one Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTIES | (17) 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. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of less than $1 million were incurred for each of the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, the Company had $5.0 million and $4.4 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $5 million and $2 million in charges from affiliates of Amex Coop for the three months ended March 31, 2022 and 2021, respectively. Revenues also include income from affiliates of Amex Coop for approximately $5 million and $4 million for the three months ended March 31, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of March 31, 2022 and December 31, 2021, were $18 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $4 million and $15 million as of March 31, 2022 and December 31, 2021, respectively. In anticipation of, and effective upon, the closing of the Business Combination, the parties agreed to amend the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $ 2 million as of both March 31, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.9 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBT, has entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBT the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non-assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBT’s publicly listed entity and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement will also provide GBT’s publicly listed entity 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. Shareholders Agreement GBT has entered into a shareholders’ agreement with its shareholders, which has been amended and restated from time-to-time. The shareholders’ agreement contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of GBT shares. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia An affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $19 million for the three months ended March 31, 2022 and the Company had $9 million and $4 million receivable from the affiliate of Expedia as of March 31, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. For the three months ended March 31, 2022, the total cost charged to the Company was approximately $11 million that was included in the Company’s consolidated statements of operations and as of March 31, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $11 million and $8 million, respectively. Further, as of March 31, 2022 and December 31, 2021, Egencia had a net payable of $4 million and $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and as Expedia collected cash on behalf of Egencia for several of Egencia’s transactions during the three months ended March 31, 2022. | (23) 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. Advisory Services Agreement On March 2, 2016, the Company entered into an advisory services agreement with Certares Management Corp. (“Certares”), an indirect equity owner of the Company, pursuant to which Certares agreed to provide certain advisory services to the Company for which fees of approximately $2.5 million were incurred for each of the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, the Company had $4.4 million and $2.0 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the consummation of the Business Combination Agreement. Commercial Agreements In June 2014, in connection with, and as part of, the formation of the Company, GBT III B.V. entered into a series of commercial arrangements on an arm’s-length basis with affiliates of Amex Coop. These arrangements included, among other things, affiliates of Amex Coop’s oversight of certain legal compliance functions of the Company’s business, services in support of the affiliates of Amex Coop’s consumer services and consumer travel businesses, including the Company’s support of certain affiliates of Amex Coop’s partnerships and the parties’ joint negotiation with travel suppliers, American Express card acceptance by the Company as an American Express card merchant, the strategic relationship between the Company and affiliates of Amex Coop’s corporate payments/commercial services business, including lead generation, joint client services and product development, and data sharing, the provision of business travel and meetings and events services by the Company to affiliates of Amex Coop’s, the provision of corporate payments services by the affiliates of Amex Coop’s to the Company and participation in the American Express Membership Rewards Program for the provision of bonus points to qualifying clients of the Company. Subsequent to reorganization in 2019, certain of these contracts were assigned to GBT. In anticipation of, and effective upon, the consummation of the business combination with APSG, the parties agreed to amend the terms of certain of these commercial arrangements. In respect of the above agreements, included in the operating costs are costs of approximately $10 million, $12 million and $34 million in charges from affiliates of Amex Coop for the years ended December 31, 2021, 2020 and 2019, respectively. Revenues also include income from affiliates of Amex Coop for approximately $19 million, $21 million and $23 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2021 and 2020, were $16 million and $4 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $15 million as of both December 31, 2021 and 2020. Apart from above, there are certain tax indemnity (see note 4 — Income Taxes License of American Express Marks In June 2014, in connection with, and as part of, the formation of the Company, GBT US LLC, a wholly- owned subsidiary of GBT, entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license for GBT US, GBT III B.V., all wholly-owned subsidiaries of GBT III B.V. and other permitted sublicensees to license the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year Shareholders Agreement On June 30, 2014, GBT entered into a shareholders agreement with its then shareholders American Express and a predecessor of Juweel, which contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of our shares. On December 10, 2019, in connection with an internal restructuring of GBT, the original shareholders agreement was superseded, and affiliates of Amex Coop., Juweel and GBT entered into a new shareholders agreement. The new shareholders agreement was further amended and restated on March 15, 2021, to, among other things, provide for GBT preferred shares and amend and restate certain other rights and obligations with respect to the GBT capital stock and GBT, and was further amended and restated on November 1, 2021, in connection with the acquisition of Egencia. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia In connection with the acquisition of Egencia, on November 1, 2021, an affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group hotel content (the “EPS Agreement”). The EPS Agreement requires an affiliate of Expedia to meet certain competitiveness thresholds with respect to the Expedia group hotel content offered to GBT and requires GBT to satisfy certain share of wallet commitments to the affiliate of Expedia (including the making of cash shortfall payments in the event of share of wallet failure, subject to offset based on outperformance by GBT in subsequent periods). The GBT’s share of wallet obligations are subject to adjustment for future acquisitions and dispositions and the failure of the affiliate of Expedia to meet agreed competitiveness thresholds. As a result of the above agreement, the Company recognized revenue of $8 million for the period ended December 31, 2021 and as of December 31, 2021, the Company had a $4 million receivable from the affiliate of Expedia. As part of the Egencia acquisition, on November 1, 2021, GBT UK entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. The initial term of the Egencia TSA is 18 months. The initial term of each service is set forth in the Egencia TSA, and the term of certain services is subject to extension under certain circumstances. GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc. For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in the same manner as pricing for such services was historically determined by Expedia, Inc. For services that were not provided by Expedia, Inc. to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services. For the period ended December 31, 2021, the total cost charged to the Company was approximately $8 million that was included in the Company’s consolidated statements of operations and as of December 31, 2021 the Company had a payable to Expedia Inc. of $8 million. As of November 1, 2021, the date the Egencia acquisition was consummated, Egencia had a balance payable to Expedia of $26 million on account of pre-acquisition transactions between Egencia and Expedia. Further, pending completion of transition of several processes, Expedia collected cash on behalf of Egencia for several of Egencia’s transactions. As a result, as of December 31, 2021, Egencia had a net payable of $16 million to Expedia. |
Apollo Strategic Growth Capital | ||
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings Founder Shares election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying condensed financial statements. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the three months ended March 31, 2022 and 2021, the related parties paid $2,218,378 and $2,472 of offering costs and other expenses on behalf of the Company, respectively. As of March 31, 2022 and December 31, 2021, there was $4,258,589 and $2,040,211 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months . Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $50,001 and $50,647 for such expenses under the administrative services agreement for the three months ended March 31, 2022 and 2021, respectively. | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings one Founder Shares three independent directors at a purchase price of $0.00087 per share. The independent directors paid $65.25 in the aggregate for the 75,000 shares to the Sponsor. On September 16, 2020, the Sponsor surrendered 7,187,500 ordinary shares, thereby effecting a 1.33333:1 share recapitalization, and, as a result, 21,562,500 of the Company's Founder Shares were outstanding. As a result of the underwriters' election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying financial statements. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note . As of December 31, 2021 and 2020, the outstanding interest on the October Note was On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note pursuant to the June Note. As of December 31, 2021, the outstanding balance on the June Note was $ On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the years ended December 31, 2021 and December 31, 2020 and for the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $2,040,211, $373,517 and $0 of offering costs and other expenses on behalf of the Company, respectively. As of December 31, 2021, 2020 and 2019, there was $2,040,211, $373,517 and $0 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $200,650, $46,669 and $0 for such expenses under the administrative services agreement for the years ended December 31, 2021, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 March 31, 2022, the Company had approximately $206 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $71 million relates to the twelve months ending March 31, 2023. These purchase commitments extend through 2026. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 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 condensed consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred 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. | (18) 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 December 31, 2021, the Company had approximately $218 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $68 million relates to the year ending December 31, 2022. These purchase commitments extend through 2025. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 million as of December 31, 2021. 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 financial statements. Legal Contingencies The Company recognizes legal fees as incurred 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. |
Apollo Strategic Growth Capital | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of March 31, 2022 and December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT | (13) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended later to August 2022. As of March 31, 2022, the Company has an amount of $150 million available under Shareholders Equity Commitments that can be drawn at a future date until the earlier of August 2022 and closing of the Business Combination. The Shareholders Equity Commitments will terminate on closing of the Business Combination. The following classes of GBT shares were issued and outstanding as of March 31, 2022: Preferred Shares: There was no issuance of preferred shares during the three months ended March 31, 2022; however, the Company accrued a dividend of $5 million, for the three months ended March 31, 2022, on the outstanding balance of preferred shares. During the three months ended March 31, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT were issued to the ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon (see note 18 — Subsequent Events Voting Ordinary Shares: issued Non-Voting Ordinary Shares: issued Profit Shares issued outstanding MIP Shares — Equity-based Compensation Upon closing of the Business Combination on May 27, 2022, GBT’s authorized, issued and outstanding shares was changed (see note 18 — Subsequent Events Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the three months ended March 31, 2022 and 2021, the Company paid cash of $0 and $1 million, respectively, in relation to accrued capital distribution to cover certain administrative costs of its shareholders. See the discussion above for dividends on preferred shares accrued during the three months ended March 31, 2022. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or shares issued thereof) holders without the consent of such option (or shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of any change in the capitalization of the Company. 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, 2021 $ (38) $ (128) $ 4 $ (162) Net changes during the period, net of tax benefit, $0 (16) — 9 (7) Balance as of March 31, 2022 $ (54) $ (128) $ 13 $ (169) 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, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (9) — — (9) Balance as of March 31, 2021 $ (32) $ (160) $ 4 $ (188) | (20) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended to August 2022 in connection with the $200 million senior secured prior tranche B-2 term loan facility that was established in January 2021 (see note 15 — Long- term Debt On November 1, 2021, concurrently with the completion of the Egencia acquisition (see note 9 — Business Acquisitions The following classes of GBT shares were issued and outstanding as of December 31, 2021: Preferred Shares: During the year ended December 31, 2021, GBT issued 1.5 million preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $150 million, under the above Shareholders Equity Commitments. During the year ended December 31, 2021, the Company accrued a dividend of $10 million on such preferred shares. As the preferred shares of GBT were issued to the current ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Voting Ordinary Shares: Non-Voting Ordinary Shares: Profit Shares MIP Shares Equity-Based Compensation Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the year ended December 31, 2019, the Company made capital distributions of $56 million to its shareholders for the anticipated taxes due on the allocable share of the Company’s profits. There were no such capital distributions to the shareholders for the anticipated taxes for the years ended December 31, 2021 and 2020. Further, for each of the years ended December 31, 2020 and 2019, the Company made capital distributions of $1 million to cover certain administrative costs of its shareholders. There was no such capital distribution to cover administrative costs of the shareholders for the year ended December 31, 2021. See the discussion above for dividends on preferred shares accrued during the year ended December 31, 2021. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or MIP Shares issued thereof) holders without the consent of such option (or MIP Shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of certain changes in the capitalization of the Company. 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. Accumulated other comprehensive loss, net of tax, consisted of: Currency Defined Unrealized gain on Total accumulated translation benefit plan hedge of investments other (in $ millions) adjustments related in foreign subsidiary comprehensive loss Balance as of December 31, 2018 (17) (26) 4 (39) Net changes during the year, net of tax benefit (1) (4) (55) — (59) Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $( 10) million, $15 million and $12 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to actuarial losses and prior service costs is included as component of net periodic pension benefit (cost) included within other income (expense), net, in the Company’s consolidated statements of operations. |
Apollo Strategic Growth Capital | ||
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of March 31, 2022 and December 31, 2021, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the condensed accompanying balance sheets. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of March 31, 2022 and December 31, 2021, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, 2020 and 2019, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2021 and 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance sheets. As of December 31, 2019, there were no Class A ordinary shares subject to possible conversion. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of December 31, 2021, 2020 and 2019, there were 20,420,250 Class B |
WARRANTS
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
WARRANTS | NOTE 8 — WARRANTS As of March 31, 2022 and December 31, 2021, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as will be described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | NOTE 8 — WARRANTS As of December 31, 2021 and 2020, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). There were no warrants outstanding as of December 31, 2019. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Upon issuance of the derivative warrants the Company recorded a liability of $57,753,222 on the balance sheets. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | (16) 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 March 31, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — Presented below is a summary of the gross fair value of the Company’s derivative contract, which have been designated as hedging instrument, recorded on the condensed consolidated balance sheets at fair value. As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — 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 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: As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. | (22) Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Pension plan assets — see note 16 — Employee Benefit Plans Assets that are Measured at Fair Value on a Non-recurring Basis Assets that are required to be measured at fair value on a non-recurring basis include goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets. The Company’s impairment review of goodwill is performed annually on December 31 each year. In addition, goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets are reviewed for impairment if events and circumstances indicate that their carrying amounts may not be recoverable. The Company identified the on-going impact of the COVID-19 pandemic on its current and projected future results of operations as a triggering event requiring quantitative assessment of its property and equipment, equity-method investments, operating lease ROU assets and other intangible assets in 2021. The Company utilized level 3 inputs based on management’s best estimates and assumptions in performing its quantitative assessment. The Company determined that, except for certain equity method investments (see note 8 — Equity Method Investments Other Financial Instruments 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 their fair value due to the short-term maturities of these assets and liabilities. The fair value of the Company’s senior secured initial term loans was determined by considering their fair value based on quoted prices for identical debt instruments when traded as assets and is categorized within Level 2 of the fair value hierarchy. The fair values of the Company’s senior secured prior tranche B-2 term loans and senior secured new tranche B-3 term loans were deemed to be their issuance cost due to a short period of time lapsed since their issuance. The fair values of the Company’s outstanding senior secured term loans are as follows: As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Apollo Strategic Growth Capital | ||
FAIR VALUE MEASUREMENTS | NOTE 9 The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at March 31, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both March 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. There were no transfers into or out of Level III liabilities during the three months ended March 31, 2022 and 2021. The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 As of March 31, 2022 and December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: March 31, 2022 December 31, 2021 Risk-free interest rate 2.42% 1.31% Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0% 18.0% Dividends 0.0% 0.0% As of March 31, 2022 and December 31, 2021, the derivative warrant liability was $60,098,285 and $55,943,533, respectively. In addition, for the three months ended March 31, 2022 and 2021, the Company recorded a loss of $(4,154,752) and gain of $24,785,058, respectively, on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both December 31, 2021 and 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021 and 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 As of December 31, 2021 and 2020, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: December 31, 2021 December 31, 2020 Risk-free interest rate 1.31% 0.49% Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0% 10.0 – 30.0% Dividends 0.0% 0% As of December 31, 2021 and 2020, the derivative warrant liability was $55,943,533 and $74,642,310, respectively. In addition, for the years ended December 31, 2021 and 2020, the Company recorded a gain of $18,698,777 and loss of $(16,889,088), respectively, on the change in fair value of the derivative warrant liabilities on the statements of operations. During 2020, the Company charged $328,959 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | (18) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through June 3, 2022, the date the condensed consolidated financial statements as of and for the three months ended March 31, 2022 were available for issuance. Borrowings under the senior secured credit agreement On May 19, 2022, the Company borrowed a principal amount of $100 million of senior secured tranche B-3 term loans under the $200 million of delayed draw commitments that were established under the Tranche B-3 DDTL Facility. On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the Tranche B-3 DDTL facility. It is expected that the funding of such requested borrowing will be completed on June 9, 2022, subject to certain customary borrowing conditions. Closing of Business Combination with APSG The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG was renamed as Global Business Travel Group, Inc. and GBT became a directly subsidiary of GBTG. The Business Combination will be accounted for as a reverse recapitalization, with no asset or liability fair valued or any goodwill and other intangible assets recognized. At the closing of the Business Combination: ● GBT’s class of shares changed and the new shares comprised of: (i) A ordinary shares (ii) B ordinary shares (iii) C Ordinary shares and (iv) Z ordinary shares. The existing GBT shares were converted to new shares based on a conversion ratio as determined under the Business Combination Agreement. ● GBT issued and sold to GBTG/APSG, and GBTG/APSG subscribed for and purchased from GBT, (i) 56,945,033 number of A ordinary shares of GBT equal to the number of shares of GBTG/APSG class A common stock and (ii) a Z ordinary share of GBT, and after considering payment of certain transaction expenses and redemption of preferred shares of $168 million (including accrued dividends until the date of closing), GBT received net proceeds of $128 million upon closing of the Business Combination. ● GBTG/APSG issued and sold to GBT, and GBT subscribed for and purchased from GBTG/APSG, 394,448,481 shares of GBTG/APSG’s class B common stock equal to the total number of B ordinary shares of GBT issued in connection with the Business Combination Agreement, and GBT paid to GBTG/APSG the par value amount per share for such share subscription. ● Juweel, Expedia and Amex Coop (together the “Continuing JerseyCo Owners”) and GBT entered into a class B common stock distribution agreement pursuant to which GBT distributed to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner accepted from GBT, the shares of class B common stock that GBT acquired in connection with the GBTG/APSG subscription of such shares as discussed above, in partial consideration for the redemption and cancellation of the existing GBT ordinary shares held by the Continuing JerseyCo Owners. Upon such distribution and exchange, GBT’s existing voting, non-voting and profit shares were cancelled. ● Holders of GBT ordinary shares, profit shares, MIP shares and GBT MIP Options were granted an aggregate of 15,000,000 C ordinary shares, that were allocated among such holders on a pro rata basis. C ordinary shares are “earnout” shares and vest as follows: ● One -half, if the volume-weighted average price (“VWAP”) of class A common stock of GBTG is greater than or equal to $12.50 per share for any 20 trading days within a period of 30 consecutive trading days ● One -half, if the VWAP of class A common stock of GBTG is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days To the extent that either of the aforementioned triggering events do not occur within the five year vesting period, such shares will be forfeited and terminated. As a result, after the closing of the Business Combination transaction, GBT had 56,945,033 A ordinary shares, 394,448,481 B ordinary shares and one Z ordinary issued outstanding | (25) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through March 21, 2022, the date the consolidated financial statements as of and for the year ended December 31, 2021 were available for issuance. |
Apollo Strategic Growth Capital | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than discussed below that would have required recognition or disclosure in the condensed financial statements. On April 1, 2022, the Sponsor executed an unsecured promissory note (the “ April Note | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) from EG Corporate Travel Holdings LLC (“Expedia”) on November 1, 2021, GBT issued 8,413,972 non-voting ordinary shares to Expedia and as of March 31, 2022, Amex Coop, Juweel and Expedia own approximately 40.5%, 40.5% and 19.0%, respectively, of the equity interest in GBT, excluding preferred shares, Profit Shares, MIP Shares (see note 13 — Shareholders’ Equity — Equity-Based Compensation On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing of the Business Combination, APSG was renamed as Global Business Travel Group, Inc. (“GBTG”). The Business Combination will be accounted for as a reverse recapitalization, with no assets or liabilities fair valued or any goodwill and other intangible assets recognized (see note 18 — Subsequent Events The Company has one reportable segment. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the COVID-19 pandemic began.Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume during the second half of 2021 and first quarter of 2022 as compared to the prior year / period as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The Company incurred a net loss of $91 million and had cash outflows from operations of $154 million during the three months ended March 31, 2022 compared to a net loss of $114 million and cash outflows from operations of $114 million during the three months ended March 31, 2021. As of March 31, 2022, the Company’s pro forma liquidity was over $700 million and primarily consisted of: ● $557 million of pro forma cash and cash equivalents (comprising of (i) $329 million of cash and cash equivalents as of March 31, 2022 (ii) $128 million net proceeds received upon closing of the Business Combination and (iii) $100 million of principal amount of senior secured tranche B-3 term loans borrowed in May 2022 (see note 10 — Long-term Debt and note 18 — Subsequent Events )), ● $100 million of currently undrawn commitments remaining under the senior secured tranche B-3 term loan facilities, which are available on a delayed-draw basis until mid-June 2022, subject to certain customary borrowing conditions, and ● $50 million of undrawn commitments under the senior secured revolving credit facility (subject to the satisfaction of applicable borrowing conditions and compliance with applicable covenants related to borrowings thereunder). On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the senior secured tranche B-3 term loan facilities (see note 10 — Long-term Debt — Subsequent Events The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected Business Combination transaction, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the condensed consolidated financial statements are available for issuance. Basis of Presentation The Company’s condensed consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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 condensed 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 condensed consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The Company has included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. The Company’s interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021. Use of Estimates The preparation of condensed 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 condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) on November 1, 2021 (see note 9 — Business Acquisitions The consolidated financial statements of GBT and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange. The closing of the business combination is subject to the satisfaction of customary closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG will merge with the Company and the Company is expected to become a publicly listed company. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Corporate Reorganization On December 9, 2019, the Board of Directors of GBT III B.V., a private company with limited liability organized under the laws of Netherlands and a joint venture with 50% of its voting shares held by Amex Coop and the other 50% of its voting shares held by a predecessor of Juweel, implemented a holding company reorganization in which GBT became the ultimate parent company of GBT III B.V. The shareholders of GBT III B.V. approved this reorganization whereby shareholders of GBT III B.V. ultimately became the shareholders of GBT, maintaining the same number of voting ordinary shares and ownership percentage as held in GBT III B.V. immediately prior to the reorganization. The above reorganization was accounted for as a transaction under common control. GBT recognized the assets and liabilities of GBT III B.V. at carryover basis. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen gradual improvement in its transaction volume during the second half of 2021 as compared to the prior year as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. As a result of the COVID-19 pandemic, the Company’s results of operations and cash flows for the year ended December 31, 2021, similar to the previous year, continue to be adversely impacted. The Company incurred a net loss of $475 million during the year ended December 31, 2021 and had cash outflows from operations of $512 million. In response to the COVID-19 pandemic, in 2020, the Company initiated mitigating actions to optimize efficiency and reduce costs, which included a reduction in operating expenses and non-essential capital expenditure, employee pay reductions, a reduction in workforce through voluntary and involuntary terminations of employees and facility closures. The Company continues to consider additional cost reduction measures as they become necessary. The Company also continued to access government funding in its major operating territories (including furlough income). Additionally, to strengthen and maintain its liquidity the Company, on December 2, 2021, obtained commitments for $1,000 million principal amount of senior secured new tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, establish the senior secured new tranche B-3 term loan facilities under its senior secured credit agreement, and $800 million principal amount of initial borrowings were funded on such date under the senior secured new tranche B-3 term loan facilities. The $200 million of commitments remaining under the senior secured new tranche B-3 term loan facilities are available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions (the “New Tranche B-3 DDTL Facility”). A portion of the proceeds from the initial borrowings under the senior secured new tranche B-3 term loan facilities was applied to refinance and repay in full all of the senior secured prior tranche B-1 and tranche B-2 term loans in a then- outstanding principal amount of $545 million, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment. In connection therewith, the remaining unused commitments of principal amount of $50 million under the senior secured prior tranche B-2 term loan facility was terminated (see note 15 — Long-term Debt Furthermore, the closing of the Business Combination Agreement is expected to provide a substantial amount of additional liquidity. As of December 31, 2021, the Company has a total liquidity of approximately $916 million, comprising of cash and cash equivalents of approximately $516 million, $200 million of undrawn commitments under the New Tranche B-3 DDTL Facility (subject to the satisfaction of applicable borrowing conditions), $150 million of remaining undrawn Shareholders Equity Commitments (as defined in note 20 — Shareholders’ Equity The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected business combination transaction with APSG, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the consolidated financial statements are available for issuance. |
Use of Estimates | 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. Actual results could differ materially from those estimates. Significant estimates used by the Company include estimates related to supplier revenue, collectability of receivables, depreciable lives of property and equipment, valuation of equity issued as purchase consideration in business combination, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, measurement of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income tax assets and contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | |
Concentration of Credit Risk | Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2021, over 60% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as long-term on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/ provision for income taxes in its consolidated statements of operations. | |
Net Income (Loss) per Ordinary Share | Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: 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. | |
Recent Accounting Standards | Recently Adopted Accounting Pronouncements There were no new accounting standards adopted by the Company during the year ended December 31, 2021. | |
Apollo Strategic Growth Capital | ||
Basis of Presentation | Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Income Taxes | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (" ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Year ended December 31, (in $ millions, except share and per share data) 2021 2020 2019 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income / Net (loss) income from continuing operations $ (475) $ (619) $ 138 Net loss (income) attributable to non-controlling interests in subsidiaries 2 1 (4) Preferred shares dividend (10) — — Net (loss) income / Net (loss) income from continuing operations attributable to the shareholders of the Company’s ordinary shares $ (483) $ (618) $ 134 Denominator – Basic (loss) earnings per share: Weighted average ordinary shares outstanding 37,406,171 36,000,000 36,000,000 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic $ (12.91) $ (17.18) $ 3.72 Denominator – Diluted (loss) earnings per share: Number of ordinary shares used for basic (loss) earnings per share from continuing operations 37,406,171 36,000,000 36,000,000 Weighted average effect of dilutive securities Stock options — — 1,102,120 Weighted average ordinary shares outstanding 37,406,171 36,000,000 37,102,120 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted $ (12.91) $ (17.18) $ 3.61 | |
Apollo Strategic Growth Capital | ||
Summary of reconciliation of Class A common stock reflected on the balance sheet | At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of company's assets that are measured at fair value on a recurring basis | As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. | As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Apollo Strategic Growth Capital | ||
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — | |
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 |
Schedule of the fair value of the derivative feature of the Private warrants | March 31, 2022 December 31, 2021 Risk-free interest rate 2.42% 1.31% Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0% 18.0% Dividends 0.0% 0.0% | December 31, 2021 December 31, 2020 Risk-free interest rate 1.31% 0.49% Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0% 10.0 – 30.0% Dividends 0.0% 0% |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 02, 2021 USD ($) $ / shares shares | Nov. 10, 2020 USD ($) $ / shares shares | Oct. 06, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) D shares | Dec. 31, 2021 USD ($) D shares | Dec. 31, 2020 USD ($) | |
Description of Organization and Business Operations | ||||||
Offering cost | $ 4,000,000 | $ 10,000,000 | ||||
Amount borrowed | 1,041,000,000 | 1,042,000,000 | $ 643,000,000 | |||
Cash held outside the Trust Account | 329,000,000 | 516,000,000 | 584,000,000 | |||
Current liabilities | $ 801,000,000 | $ 721,000,000 | 570,000,000 | |||
Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 39,451,134 | 39,451,134 | ||||
Investments held in Trust | $ 750,000,000 | |||||
Offering cost | 800,880 | |||||
Transaction Costs | 41,389,428 | |||||
Underwriting fees | 15,000,000 | |||||
Deferred underwriting commissions | 26,250,000 | |||||
Deferred underwriting fee payable | 26,250,000 | |||||
Other offering costs | $ 2,344,508 | 2,344,508 | ||||
Earnout Shares | shares | 15,000,000 | 15,000,000 | ||||
Transaction costs allocable to warrant liability | 2,344,508 | |||||
Maturity term of U.S. government securities | 180 days | |||||
Percentage of aggregate fair market value of assets | 80% | |||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | $ 100,000 | 100,000 | ||
Proceeds from issuance initial public offering | 816,810,000 | |||||
Cash held outside the Trust Account | 80,242 | 161,277 | $ 257,872 | |||
Investment of cash into Trust Account | $ 817,678,426 | $ 817,356,537 | ||||
Condition for future business combination use of proceeds percentage. | 100 | 100 | ||||
Condition for future business combination threshold percentage ownership | 100 | 100 | ||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Redemption Limit Percentage Without Prior Consent | 80 | |||||
Threshold number of days to sell their public shares in a tender offer | D | 2 | 2 | ||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | |||||
Working Capital Deficit | $ 15,200,000 | $ 13,700,000 | ||||
Current liabilities | 15,653,486 | 14,400,637 | $ 2,256,681 | |||
Cash | $ 80,000 | $ 161,000 | ||||
Term for submitting or filing shelf, covering the issuance and the resale of all registrable securities on a delayed or continuous basis | 30 days | 30 days | ||||
Term for declaring shelf effective after the filing | 60 days | 60 days | ||||
Term For Declaring Shelf Effective After The Filing, If The Sec Notifies That It Will "Review" The Shelf | 90 days | 90 days | ||||
Term For Declaring Shelf Effective After The Date When Entity Is Notified Orally Or In Writing, Whichever Is Earlier By The Sec That The Shelf Will Not Be Reviewed Or Will Not Be Subject To Further Review | 10 days | 10 days | ||||
Initial Public Offering. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 75,000,000 | 81,681,000 | 81,681,000 | |||
Unit Par Value | $ / shares | $ 0.00005 | |||||
Unit Price | $ / shares | $ 10 | |||||
Proceeds from offering | $ 750,000,000 | |||||
Investments held in Trust | 139,428 | |||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | 10 | ||||
Initial Public Offering. | Class A ordinary shares | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Proceeds from issuance initial public offering | $ 816,810,000 | |||||
Over-allotment option | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 6,681,000 | 9,000,000 | 9,000,000 | |||
Unit Price | $ / shares | $ 10 | |||||
Proceeds from offering | $ 66,810,000 | |||||
Offering cost | 3,674,550 | |||||
Deferred underwriting fee payable | $ 2,338,350 | |||||
Number of shares to be issued | shares | 6,681,000 | |||||
Over-allotment option | Founder | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Maximum shares subject to forfeiture | shares | 1,142,250 | |||||
PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 5% | |||||
Cash purchase price | $ / shares | $ 0.0001 | |||||
Sponsor | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of shares that will immediately vest without restrictions | shares | 13,631,318 | |||||
Number of shares that will be deemed unvested | shares | 6,713,932 | |||||
Term For Triggering Events | 5 years | |||||
Sponsor | Private Placement. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | ||||
Number of warrants to purchase shares issued | shares | 890,800 | 11,333,334 | ||||
Sponsor | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 2,000,000 | |||||
PIPE Investors | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 33,500,000 | |||||
Cash purchase price | $ / shares | $ 10 | |||||
Aggregate purchase price | $ 335,000,000 | |||||
Private Placement Warrants. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 12,224,134 | 12,224,134 | ||||
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 12,224,134 | 12,224,134 | ||||
Proceeds from sale of Private Placement Warrants | $ 18,336,200 | $ 18,336,200 | ||||
Number of warrants to purchase shares issued | shares | 12,224,134 | 12,224,134 | ||||
Private Placement Warrants. | Sponsor | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | ||||
Number of warrants to purchase shares issued | shares | 890,800 | 11,333,334 | ||||
Public Warrants | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 27,227,000 | 27,227,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |||||
Unrecognized tax benefits | $ 7,000,000 | $ 9,000,000 | $ 11,000,000 | $ 9,000,000 | |
Statutory tax rate (as a percent) | 19% | 19% | 19% | ||
Amounts accrued for the payment of interest and penalties | $ 7,000,000 | $ 9,000,000 | |||
Apollo Strategic Growth Capital | |||||
Summary of Significant Accounting Policies | |||||
Federal depository insurance coverage | $ 250,000 | 250,000 | |||
Public offering costs | 800,877 | 800,877 | |||
Underwriter discounts charged to APIC | 44,924,550 | 44,924,550 | |||
Transaction costs allocable to warrant liability | 2,344,508 | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Statutory tax rate (as a percent) | 0% | 0% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
Class A ordinary shares | |||
Gross proceeds | 816,810,000 | 816,810,000 | 816,810,000 |
Proceeds allocated to Public Warrants | (39,745,978) | 39,745,978 | 39,745,978 |
Class A ordinary shares issuance costs | (44,871,756) | 44,871,756 | 44,871,756 |
Accretion of carrying value to redemption value | 84,617,734 | 84,617,734 | 84,617,734 |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||
Allocation of net loss, as adjusted | $ (96,000,000) | $ (114,000,000) | $ (483,000,000) | $ (618,000,000) | $ 134,000,000 |
Denominator: | |||||
Weighted average shares outstanding, basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted average shares outstanding, diluted | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 37,102,120 |
Basic net income (loss) per common share | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.72 |
Diluted net income (loss) per common share | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.61 |
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
Numerator: | |||||
Allocation of net loss, as adjusted | $ (4,261,175) | $ 16,226,517 | $ 4,959,912 | $ (9,780,661) | |
Denominator: | |||||
Weighted average shares outstanding, basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Weighted average shares outstanding, diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Basic net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Diluted net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
Numerator: | |||||
Allocation of net loss, as adjusted | $ (1,065,294) | $ 4,056,629 | $ 1,239,978 | $ (9,861,099) | |
Denominator: | |||||
Weighted average shares outstanding, basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Weighted average shares outstanding, diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Basic net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
Diluted net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 39,451,134 | 39,451,134 | |||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 27,227,000 | 27,227,000 | |||
Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Initial Public Offering. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 75,000,000 | 81,681,000 | 81,681,000 | ||
Purchase price, per unit | $ 10 | $ 10 | |||
Number of shares in a unit | 6,681,000 | 6,681,000 | |||
Initial Public Offering. | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | 0.33 | 1 | |||
Number of shares issuable per warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Number of shares per unit | 1 | 1 | |||
Initial Public Offering. | Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | ||||
Common shares, par value, (per share) | $ 0.00005 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants. | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | ||
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||
Private Placement. | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | ||
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | ||
Private Placement. | Private Placement Warrants. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 12,224,134 | 12,224,134 | ||
Price of warrants | $ 1.50 | $ 1.50 | ||
Aggregate purchase price | $ 18,336,200 | $ 18,336,200 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 item $ / shares shares | Sep. 16, 2020 shares | Sep. 30, 2020 D $ / shares shares | Oct. 31, 2008 shares | Mar. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Nov. 30, 2020 shares | Nov. 10, 2020 shares | Oct. 06, 2020 shares | Aug. 06, 2020 shares | |
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||||
Number of warrants to purchase shares issued | 12,224,134 | 12,224,134 | |||||||||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||||||||
Sponsor | Private Placement. | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||||
Sponsor | Private Placement Warrants. | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 1 | ||||||||||
Founder | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 1 | ||||||||||
Ordinary shares outstanding | 21,562,500 | ||||||||||
Number of independent directors | 3 | 3 | |||||||||
Surrendered founder shares | 7,187,500 | ||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||
Purchase price, per unit | $ / shares | $ 0.00087 | $ 0.00087 | |||||||||
Recapitalization ratio | 1.33333 | ||||||||||
Founder | Over-allotment option | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||||
Founder | Class B ordinary shares | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 75,000 | 75,000 | 28,750,000 | ||||||||
Purchase price, per unit | $ / shares | $ 65.25 | $ 65.25 | |||||||||
Founder | Sponsor | Class B ordinary shares | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares subject to forfeiture | 1,142,250 | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 02, 2021 | Aug. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 14, 2021 | Jun. 18, 2021 | Feb. 22, 2021 | Oct. 20, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Interest rate | 4% | ||||||||||
Amount borrowed | $ 1,041,000,000 | $ 1,042,000,000 | $ 643,000,000 | ||||||||
Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of promissory note - related party | $ 371,767 | 371,767 | |||||||||
Due to Related Parties | 4,258,589 | 2,040,211 | 373,517 | $ 0 | |||||||
Advances from Related Parties | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Offering costs and other expenses | 2,218,378 | 2,472 | 2,040,211 | 373,517 | 0 | ||||||
Administrative Services Agreement | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | 16,667 | 16,667 | |||||||||
Expenses incurred | $ 50,001 | $ 50,647 | $ 200,650 | 46,669 | $ 0 | ||||||
Threshold period for which expenses are paid | 27 months | 27 months | |||||||||
Sponsor | Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred | $ 750,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Sponsor | October Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price of warrant | $ 1.50 | ||||||||||
Principle amount of promissory note | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.14% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 | |||||||||
Outstanding interest | 3,032 | 2,514 | $ 414 | ||||||||
Sponsor | February Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principle amount of promissory note | $ 800,000 | ||||||||||
Interest rate per annum | 0.12% | ||||||||||
Amount borrowed | $ 800,000 | ||||||||||
Outstanding balance | 800,000 | 800,000 | |||||||||
Outstanding interest | 1,057 | 821 | |||||||||
Sponsor | June Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principle amount of promissory note | $ 2,000,000 | ||||||||||
Interest rate per annum | 0.13% | ||||||||||
Amount borrowed | $ 2,000,000 | ||||||||||
Outstanding balance | 2,000,000 | 2,000,000 | |||||||||
Outstanding interest | 2,016 | 1,375 | |||||||||
Sponsor | September Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principle amount of promissory note | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | 1,500,000 | 1,500,000 | |||||||||
Outstanding interest | $ 1,395 | $ 755 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 10, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2020 | |
Underwriting Agreement | ||||
Underwriting discounts and commissions paid | $ 15,000,000 | |||
Deferred underwriting commissions | $ 26,250,000 | |||
Number of units issued | 39,451,134 | 39,451,134 | ||
Underwriting cash discount per unit | $ 0.20 | |||
Deferred Fee Per Unit | $ 0.35 | |||
Aggregate deferred underwriting fee payable | $ 28,588,350 | |||
Contingent fees | $ 7,000,000 | $ 7,000,000 | ||
Placement Fees | 3.50% | 3.50% | ||
Over-allotment option | ||||
Underwriting Agreement | ||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 | |
Threshold Number Of Days Granted For Underwriter For Purchase Of Additional Units | 30 days | 30 days | ||
Aggregate underwriter cash discount | $ 16,336,200 |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred Shares (Details) - Apollo Strategic Growth Capital - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 shares | Sep. 30, 2020 shares | Mar. 31, 2022 Vote shares | Dec. 31, 2021 Vote / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | May 27, 2022 shares | |
Shareholders' Equity | |||||||
Common shares, shares issued | 394,448,481 | ||||||
Apollo Strategic Growth Capital | |||||||
Shareholders' Equity | |||||||
Number of vote for each ordinary share | Vote / shares | 1 | ||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20% | 20% | |||||
Common shares, votes per share | Vote / shares | 1 | ||||||
Class A ordinary shares | |||||||
Shareholders' Equity | |||||||
Common shares, shares issued | 56,945,033 | ||||||
Common shares, shares outstanding | 56,945,033 | ||||||
Class A ordinary shares | Apollo Strategic Growth Capital | |||||||
Shareholders' Equity | |||||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Number of vote for each ordinary share | Vote | 1 | ||||||
Common stock shares outstanding including shares subject to possible conversion | 81,681,000 | 81,681,000 | 81,681,000 | 0 | |||
Common shares, votes per share | Vote | 1 | ||||||
Common shares, shares issued | 0 | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | 0 | ||||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||||
Shareholders' Equity | |||||||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | ||||
Common shares, shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | ||||
Common stock, shares subject to forfeiture (in shares) | 1,142,250 | ||||||
Common stock, shares subject to surrender (in shares) | 7,187,500 |
WARRANTS (Details)
WARRANTS (Details) - Apollo Strategic Growth Capital | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) D item $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Shareholders' Equity | ||||
Warrants outstanding | 39,451,134 | 39,451,134 | 39,451,134 | 0 |
Number of units issued | 39,451,134 | 39,451,134 | ||
Warrant liabilities | $ | $ 57,753,222 | $ 57,753,222 | ||
Public Warrants | ||||
Shareholders' Equity | ||||
Warrants outstanding | 27,227,000 | 27,227,000 | ||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Threshold period for filling registration statement after business combination | 15 days | |||
Public Warrants expiration term | 5 years | 5 years | ||
Number of units issued | 27,227,000 | 27,227,000 | ||
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Shareholders' Equity | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares | $ 18 | $ 18 | ||
Threshold trading days for redemption of public warrants | D | 20 | 20 | ||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | ||
Private Placement Warrants. | ||||
Shareholders' Equity | ||||
Warrants outstanding | 12,224,134 | 12,224,134 | ||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Number of units issued | 12,224,134 | 12,224,134 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Apollo Strategic Growth Capital - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | $ 817,678,426 | $ 817,356,537 | $ 816,985,533 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 |
Level 1 | Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 |
Level 1 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 37,300,990 | 34,850,560 | |
Level 3 | Recurring | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 57,753,222 | ||
Level 3 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 34,850,560 | 51,186,760 | |
Level 3 | Recurring | Private Placement Warrants. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | $ 22,797,295 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning Balance | $ 55,943,533 | $ 74,642,310 | $ 74,642,310 | |
Transfer to Level 1 | 0 | 0 | ||
Change in fair value of derivative liabilities | (4,154,752) | 24,785,058 | 18,698,777 | $ (16,889,088) |
Ending Balance | 60,098,285 | 55,943,533 | 74,642,310 | |
Recurring | Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning Balance | 21,092,973 | 23,455,550 | 23,455,550 | 0 |
Transfer to Level 1 | (39,745,978) | |||
Change in fair value of derivative liabilities | 1,704,322 | (7,904,318) | (2,362,577) | 5,448,306 |
Ending Balance | $ 22,797,295 | $ 15,551,232 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Apollo Strategic Growth Capital | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | $ 60,098,285 | $ 55,943,533 | $ 74,642,310 | |
Change in fair value of derivative warrant liabilities | (4,154,752) | $ 24,785,058 | 18,698,777 | (16,889,088) |
Charge to additional paid in capital | 328,959 | |||
Transfers into or out of Level III | $ 0 | $ 0 | ||
Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Charge to additional paid in capital | $ 328,959 | |||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 18 | |||
Risk-free interest rate | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 2.42 | 1.31 | 0.49 | |
Expected life of grants | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 5.25 | 5.5 | 5.9 | |
Expected volatility of underlying shares | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 17 | 18 | ||
Expected volatility of underlying shares | Level 3 | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 10 | |||
Expected volatility of underlying shares | Level 3 | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 30 | |||
Dividends | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 0 | 0 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - April Note - Sponsor - Apollo Strategic Growth Capital | Apr. 01, 2022 USD ($) |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 1,500,000 |
Interest rate per annum | 0.13% |
CONDENSED BALANCE SHEETS_2
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash | $ 329,000,000 | $ 516,000,000 | $ 584,000,000 | ||
Prepaid expenses | 48,000,000 | 42,000,000 | 44,000,000 | ||
Total current assets | 1,043,000,000 | 1,052,000,000 | 869,000,000 | ||
Total assets | 3,736,000,000 | 3,771,000,000 | 2,758,000,000 | ||
Current liabilities: | |||||
Total current liabilities | 801,000,000 | 721,000,000 | 570,000,000 | ||
Total liabilities | 2,337,000,000 | 2,277,000,000 | 1,774,000,000 | ||
Commitments and contingencies (Note 7) | |||||
Shareholders' deficit: | |||||
Additional paid-in capital | 2,558,000,000 | 2,560,000,000 | 1,752,000,000 | ||
Accumulated deficit | (1,156,000,000) | (1,065,000,000) | (592,000,000) | ||
Total shareholders' deficit | 1,233,000,000 | 1,333,000,000 | 981,000,000 | ||
Total liabilities, temporary equity and shareholders' deficit | 3,736,000,000 | 3,771,000,000 | 2,758,000,000 | ||
Apollo Strategic Growth Capital | |||||
Current assets: | |||||
Cash | 80,242 | 161,277 | 257,872 | ||
Prepaid expenses | 336,193 | 495,915 | 1,125,255 | ||
Total current assets | 416,435 | 657,192 | 1,383,127 | ||
Investments held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 | ||
Total assets | 818,094,861 | 818,013,729 | 818,368,660 | ||
Current liabilities: | |||||
Accounts payable and accrued offering costs | 5,594,897 | 6,560,426 | 383,164 | ||
Advances from related party | 4,258,589 | 2,040,211 | 373,517 | $ 0 | |
Note payable - Sponsor | 5,800,000 | 5,800,000 | 1,500,000 | ||
Total current liabilities | 15,653,486 | 14,400,637 | 2,256,681 | ||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 | ||
Deferred underwriting compensation | 28,588,350 | 28,588,350 | 28,588,350 | ||
Total liabilities | 104,340,121 | 98,932,520 | 105,487,341 | ||
Commitments and contingencies (Note 7) | |||||
Temporary Equity: | |||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | ||
Shareholders' deficit: | |||||
Accumulated deficit | (103,056,281) | (97,729,812) | (103,929,702) | ||
Total shareholders' deficit | (103,055,260) | (97,728,791) | $ (83,645,535) | (103,928,681) | $ 1,854 |
Total liabilities, temporary equity and shareholders' deficit | 818,094,861 | 818,013,729 | 818,368,660 | ||
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
Temporary Equity: | |||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | ||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
Shareholders' deficit: | |||||
Ordinary shares | $ 1,021 | $ 1,021 | $ 1,021 |
CONDENSED BALANCE SHEETS (Par_2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | May 27, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A common stock subject to possible redemption, issued (in shares) | 1,500,000 | 1,500,000 | 0 | ||
Common shares, shares issued | 394,448,481 | ||||
Temporary equity, shares outstanding | 1,500,000 | 0 | |||
Apollo Strategic Growth Capital | |||||
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Class A ordinary shares | |||||
Common shares, shares issued | 56,945,033 | ||||
Common shares, shares outstanding | 56,945,033 | ||||
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
Class A common stock subject to possible redemption, issued (in shares) | 81,681,000 | 81,681,000 | |||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, shares issued | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | ||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | ||
Common shares, shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | ||
Class A Ordinary Shares Subject to Redemption | Apollo Strategic Growth Capital | |||||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Temporary equity, shares outstanding | 81,681,000 | 81,681,000 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | $ 350,000,000 | $ 126,000,000 | $ 763,000,000 | $ 793,000,000 | $ 2,119,000,000 |
EXPENSES | |||||
General and administrative | 65,000,000 | 39,000,000 | 213,000,000 | 181,000,000 | 255,000,000 |
TOTAL EXPENSES | 446,000,000 | 255,000,000 | 1,323,000,000 | 1,540,000,000 | 1,913,000,000 |
OTHER INCOME (EXPENSES) | |||||
Interest expense | (19,000,000) | (11,000,000) | (53,000,000) | (27,000,000) | (15,000,000) |
TOTAL OTHER INCOME (EXPENSES) | 5,000,000 | 8,000,000 | 14,000,000 | (3,000,000) | |
Net (loss) income | $ (91,000,000) | $ (114,000,000) | $ (473,000,000) | $ (618,000,000) | $ 134,000,000 |
Weighted Average Number of Shares Outstanding, Basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 37,102,120 |
Earnings Per Share, Basic | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.72 |
Earnings Per Share, Diluted | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.61 |
Apollo Strategic Growth Capital | |||||
REVENUE | $ 0 | $ 0 | |||
EXPENSES | |||||
Administrative fee - related party | 50,001 | 50,647 | $ 200,650 | $ 46,669 | |
General and administrative | 1,441,567 | 4,592,167 | 12,663,776 | 536,614 | $ 1,853 |
TOTAL EXPENSES | 1,491,568 | 4,642,814 | 12,864,426 | 583,283 | 1,853 |
OTHER INCOME (EXPENSES) | |||||
Investment income from Trust Account | 321,889 | 141,517 | 371,004 | 175,533 | |
Interest expense | (2,038) | (615) | (5,465) | (414) | |
Transaction costs allocable to warrant liability | (2,344,508) | ||||
Change in fair value of derivative warrant liabilities | (4,154,752) | 24,785,058 | 18,698,777 | (16,889,088) | |
TOTAL OTHER INCOME (EXPENSES) | (3,834,901) | 24,925,960 | 19,064,316 | (19,058,477) | |
Net (loss) income | $ (5,326,469) | $ 20,283,146 | $ 6,199,890 | $ (19,641,760) | $ (1,853) |
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
OTHER INCOME (EXPENSES) | |||||
Weighted Average Number of Shares Outstanding, Basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Weighted Average Number of Shares Outstanding, Diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
OTHER INCOME (EXPENSES) | |||||
Weighted Average Number of Shares Outstanding, Basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Class B ordinary shares Apollo Strategic Growth Capital Common Stock | Apollo Strategic Growth Capital Additional Paid-in Capital | Apollo Strategic Growth Capital Accumulated Deficit | Apollo Strategic Growth Capital | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | ||
Balance at the beginning (in shares) at Dec. 31, 2018 | 21,562,500 | ||||
Capital contributions | 3,707 | $ 3,707 | |||
Net income | (1,853) | (1,853) | $ 134,000,000 | ||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 | |
Balance at the end (in shares) at Dec. 31, 2019 | 21,562,500 | ||||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | 328,959 | |||
Forfeiture of Class B ordinary shares by Sponsor | $ (57) | 57 | |||
Forfeiture of Class B ordinary shares by Sponsor (in shares) | (1,142,250) | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | $ (359,840) | (84,257,894) | (84,617,734) | ||
Net income | (19,641,760) | (19,641,760) | (618,000,000) | ||
Balance at the end at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | 981,000,000 | |
Balance at the end (in shares) at Dec. 31, 2020 | 20,420,250 | ||||
Net income | 20,283,146 | 20,283,146 | (114,000,000) | ||
Balance at the end at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 20,420,250 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | (103,929,702) | (103,928,681) | 981,000,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 20,420,250 | ||||
Net income | 6,199,890 | 6,199,890 | (473,000,000) | ||
Balance at the end at Dec. 31, 2021 | $ 1,021 | (97,729,812) | (97,728,791) | 1,333,000,000 | |
Balance at the end (in shares) at Dec. 31, 2021 | 20,420,250 | ||||
Net income | (5,326,469) | (5,326,469) | (91,000,000) | ||
Balance at the end at Mar. 31, 2022 | $ 1,021 | $ (103,056,281) | $ (103,055,260) | $ 1,233,000,000 | |
Balance at the end (in shares) at Mar. 31, 2022 | 20,420,250 |
CONDENSED STATEMENTS OF CASH _2
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | |||||
Net (loss) income | $ (91,000,000) | $ (114,000,000) | $ (475,000,000) | $ (619,000,000) | $ 138,000,000 |
Changes in operating assets and liabilities: | |||||
Accounts payable and accrued expenses | 93,000,000 | (43,000,000) | 2,000,000 | (159,000,000) | 23,000,000 |
Net Cash Used In Operating Activities | (154,000,000) | (114,000,000) | (512,000,000) | (250,000,000) | 227,000,000 |
Cash Flows From Investing Activities: | |||||
Net Cash Used In Investing Activities | (21,000,000) | (62,000,000) | (27,000,000) | (47,000,000) | (87,000,000) |
Cash Flows From Financing Activities: | |||||
Payment of offering costs | (4,000,000) | (10,000,000) | |||
Net Cash Provided By Financing Activities | (7,000,000) | 89,000,000 | 478,000,000 | 384,000,000 | (65,000,000) |
Net change in cash | (185,000,000) | (90,000,000) | (68,000,000) | 94,000,000 | 76,000,000 |
Cash at beginning of period | 525,000,000 | 593,000,000 | 593,000,000 | 499,000,000 | 423,000,000 |
Cash at end of period | 340,000,000 | 503,000,000 | 525,000,000 | 593,000,000 | 499,000,000 |
Apollo Strategic Growth Capital | |||||
Cash Flows From Operating Activities: | |||||
Net (loss) income | (5,326,469) | 20,283,146 | 6,199,890 | (19,641,760) | (1,853) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||
Investment income earned on investment held in Trust Account | (321,889) | (141,517) | (371,004) | (175,533) | |
Formation and organization costs paid by related parties | 27,607 | 3,707 | |||
Costs associated with warrant liabilities | 2,344,508 | ||||
Change in fair value of derivative warrant liabilities | 4,154,752 | (24,785,058) | (18,698,777) | 16,889,088 | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 159,722 | 150,174 | 629,340 | (1,123,401) | (1,854) |
Accounts payable and accrued expenses | (965,529) | 4,138,691 | 6,179,734 | (761,757) | |
Advances from Related Parties | 2,218,378 | 2,035,989 | |||
Net Cash Used In Operating Activities | (81,035) | (354,564) | (4,024,828) | (2,441,248) | |
Cash Flows From Investing Activities: | |||||
Cash deposited into Trust Account | (816,810,000) | ||||
Net Cash Used In Investing Activities | (816,810,000) | ||||
Cash Flows From Financing Activities: | |||||
Proceeds from sale of Units in Public Offering | 816,810,000 | ||||
Proceeds from sale of Private Placement Warrants | 18,336,200 | ||||
Payment of underwriter commissions | (16,336,200) | ||||
Payment of offering costs | (800,880) | ||||
Proceeds from Sponsor note | 800,000 | 4,300,000 | 1,500,000 | ||
Repayment of advances from Sponsor | 371,767 | 371,767 | |||
Net Cash Provided By Financing Activities | 428,233 | 3,928,233 | 819,509,120 | ||
Net change in cash | (81,035) | 73,669 | (96,595) | 257,872 | |
Cash at beginning of period | 161,277 | 257,872 | 257,872 | ||
Cash at end of period | $ 80,242 | $ 331,541 | $ 161,277 | 257,872 | |
Supplemental disclosure of non-cash financing activities: | |||||
Deferred underwriters' commissions charged to temporary equity in connection with the Public Offering | 28,588,350 | ||||
Deferred offering costs paid by related party | $ 345,910 | 3,707 | |||
Accrued offering costs which were charged to temporary equity | $ 1,144,924 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At March 31, 2022, the Company had not commenced any operations. All activity for the period from October 10, 2008 through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At March 31, 2022, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. See “Recent Developments” below and “Item 1.Business” of our Annual Report for the year ended December 31, 2021 for more information regarding the pending Initial Business Combination with GBT JerseyCo Limited. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of March 31, 2022, the Company had investments held in the Trust Account of $817,678,426 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of March 31, 2022, the Company does not have sufficient liquidity to meet its future obligations. As of March 31, 2022, the Company had a working capital deficit of approximately $15.2 million, current liabilities of $15.7 million and had cash of approximately $80,000. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Recent Developments GBT Business Combination On December 2, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At December 31, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At December 31, 2021, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2021, we had investments held in the Trust Account of The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern GAAP The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. Recent Developments GBT Business Combination On December 2, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price. Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period. Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below). Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex HoldCo. and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) Summary of Significant Accounting Policies Consolidation The Company’s consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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. 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. Actual results could differ materially from those estimates. Significant estimates used by the Company include estimates related to supplier revenue, collectability of receivables, depreciable lives of property and equipment, valuation of equity issued as purchase consideration in business combination, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, measurement of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income tax assets and contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash and cash equivalents that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. The Company had $9 million of restricted cash as of both December 31, 2021 and 2020, which is included in other non-current assets in the consolidated balance sheets (see note 12 — Other Non-Current Assets Accounts Receivable Accounts receivable primarily includes trade accounts receivable from corporate clients, travel suppliers and government for grants receivable, less allowances for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness and the age of the accounts receivable balance. In circumstances where the Company is aware of a specific client’s inability to meet its financial obligations (e.g. bankruptcy filings, failure to pay amounts due to the Company, or other known client liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic (see note 1 — Business Description and Basis of Presentation Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company also capitalizes certain costs associated with the acquisition or development of internal- use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost incurred related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 – 10 years or lease term Furniture, fixtures and other equipment Up to 7 years Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Based on the Company’s assessment, the Company recorded $2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of (losses) earnings from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2020 and 2019. Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. For periods prior to January 1, 2020, when an impairment existed, it was recorded to the extent that the implied fair value of goodwill was less than the carrying value of goodwill. The Company adopted the new accounting standard update on goodwill impairment on January 1, 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2021, 2020 and 2019 because quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Corporate client relationships 10 – 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non- lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. Operating leases are included in operating lease ROU assets and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as long-term on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/ provision for income taxes in its consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: 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. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on certain historical net investment hedges. Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2021, over 60% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. Revenue Recognition The Company generates revenue in two primary ways: 1) Travel Revenues which include fees received from corporate clients and travel suppliers relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and 2) Products and Professional Services Revenues which include revenues received from corporate clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) corporate clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a corporate client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/corporate clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenue Client Fees Transaction Fees and Other Revenues: Consideration Payable to Clients and Client Incentives Supplier Fees Base Commissions and Incentives Override Revenues: GDS Revenues Products and Professional Services Revenues Management Fees Product Revenues Consulting and Meeting and Events Revenues Other Revenues Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counsellors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools. Sales and marketing Sales and marketing primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support including expenses associated with the executive non-cash equity plan and long-term incentive plans, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. Restructuring charges Restructuring and other charges consist primarily of costs associated with (i) employee termination benefits and (ii) lease exit and related costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. When the Company ceases using a facility but does not intend to or is unable to terminate the operating lease or intends or is able to sublease, the Company records a liability for the remaining payments of non-lease components. Costs associated with exit or disposal activities, including impairment of operating lease ROU assets are presented as restructuring charges in the consolidated statement of operations (see note 14 — Restructuring Charges Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in general and administrative expenses on the consolidated statements of operations, was approximately $2 million, $3 million and $8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of stock options to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the date of grant and vesting conditions. Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non- contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans within other non- current liabilities on its consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension benefit (costs), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method. Interest income is comprised of interest earned from bank deposits. Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. Recently Adopted Accounting Pronouncements There were no new accounting standards adopted by the Company during the year ended December 31, 2021. Recent Accounting Pronouncements — Not Yet Adopted Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes” Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” 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.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”) expected to be discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU would impact contract modifications and other changes that occur while LIBOR is phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is in the process of evaluating the optional relief guidance provided within this ASU and is also reviewing its debt instrument that utilizes LIBOR as the reference rate. The Company will continue to evaluate and monitor developments and its assessment of this guidance during the LIBOR transition period. Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “Disclosures by Business Entities about Government Assistance” which provides for disclosures by business entities about government assistance. The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The guidance is effective for the Company for annual periods beginning after December 15, 2021, with early application permitted, and can be applied either prospectively or retrospectively. The Company does not expect that adoption of this guidance will have any material impact on the consolidated financial statements of the Company . | |
Apollo Strategic Growth Capital | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption. Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (" ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one Public Warrant | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one one Public Warrant |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
RELATED PARTIES_2
RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTIES | (17) 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. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of less than $1 million were incurred for each of the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, the Company had $5.0 million and $4.4 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $5 million and $2 million in charges from affiliates of Amex Coop for the three months ended March 31, 2022 and 2021, respectively. Revenues also include income from affiliates of Amex Coop for approximately $5 million and $4 million for the three months ended March 31, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of March 31, 2022 and December 31, 2021, were $18 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $4 million and $15 million as of March 31, 2022 and December 31, 2021, respectively. In anticipation of, and effective upon, the closing of the Business Combination, the parties agreed to amend the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $ 2 million as of both March 31, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.9 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBT, has entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBT the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non-assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBT’s publicly listed entity and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement will also provide GBT’s publicly listed entity 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. Shareholders Agreement GBT has entered into a shareholders’ agreement with its shareholders, which has been amended and restated from time-to-time. The shareholders’ agreement contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of GBT shares. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia An affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $19 million for the three months ended March 31, 2022 and the Company had $9 million and $4 million receivable from the affiliate of Expedia as of March 31, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. For the three months ended March 31, 2022, the total cost charged to the Company was approximately $11 million that was included in the Company’s consolidated statements of operations and as of March 31, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $11 million and $8 million, respectively. Further, as of March 31, 2022 and December 31, 2021, Egencia had a net payable of $4 million and $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and as Expedia collected cash on behalf of Egencia for several of Egencia’s transactions during the three months ended March 31, 2022. | (23) 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. Advisory Services Agreement On March 2, 2016, the Company entered into an advisory services agreement with Certares Management Corp. (“Certares”), an indirect equity owner of the Company, pursuant to which Certares agreed to provide certain advisory services to the Company for which fees of approximately $2.5 million were incurred for each of the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, the Company had $4.4 million and $2.0 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the consummation of the Business Combination Agreement. Commercial Agreements In June 2014, in connection with, and as part of, the formation of the Company, GBT III B.V. entered into a series of commercial arrangements on an arm’s-length basis with affiliates of Amex Coop. These arrangements included, among other things, affiliates of Amex Coop’s oversight of certain legal compliance functions of the Company’s business, services in support of the affiliates of Amex Coop’s consumer services and consumer travel businesses, including the Company’s support of certain affiliates of Amex Coop’s partnerships and the parties’ joint negotiation with travel suppliers, American Express card acceptance by the Company as an American Express card merchant, the strategic relationship between the Company and affiliates of Amex Coop’s corporate payments/commercial services business, including lead generation, joint client services and product development, and data sharing, the provision of business travel and meetings and events services by the Company to affiliates of Amex Coop’s, the provision of corporate payments services by the affiliates of Amex Coop’s to the Company and participation in the American Express Membership Rewards Program for the provision of bonus points to qualifying clients of the Company. Subsequent to reorganization in 2019, certain of these contracts were assigned to GBT. In anticipation of, and effective upon, the consummation of the business combination with APSG, the parties agreed to amend the terms of certain of these commercial arrangements. In respect of the above agreements, included in the operating costs are costs of approximately $10 million, $12 million and $34 million in charges from affiliates of Amex Coop for the years ended December 31, 2021, 2020 and 2019, respectively. Revenues also include income from affiliates of Amex Coop for approximately $19 million, $21 million and $23 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2021 and 2020, were $16 million and $4 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $15 million as of both December 31, 2021 and 2020. Apart from above, there are certain tax indemnity (see note 4 — Income Taxes License of American Express Marks In June 2014, in connection with, and as part of, the formation of the Company, GBT US LLC, a wholly- owned subsidiary of GBT, entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license for GBT US, GBT III B.V., all wholly-owned subsidiaries of GBT III B.V. and other permitted sublicensees to license the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year Shareholders Agreement On June 30, 2014, GBT entered into a shareholders agreement with its then shareholders American Express and a predecessor of Juweel, which contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of our shares. On December 10, 2019, in connection with an internal restructuring of GBT, the original shareholders agreement was superseded, and affiliates of Amex Coop., Juweel and GBT entered into a new shareholders agreement. The new shareholders agreement was further amended and restated on March 15, 2021, to, among other things, provide for GBT preferred shares and amend and restate certain other rights and obligations with respect to the GBT capital stock and GBT, and was further amended and restated on November 1, 2021, in connection with the acquisition of Egencia. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia In connection with the acquisition of Egencia, on November 1, 2021, an affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group hotel content (the “EPS Agreement”). The EPS Agreement requires an affiliate of Expedia to meet certain competitiveness thresholds with respect to the Expedia group hotel content offered to GBT and requires GBT to satisfy certain share of wallet commitments to the affiliate of Expedia (including the making of cash shortfall payments in the event of share of wallet failure, subject to offset based on outperformance by GBT in subsequent periods). The GBT’s share of wallet obligations are subject to adjustment for future acquisitions and dispositions and the failure of the affiliate of Expedia to meet agreed competitiveness thresholds. As a result of the above agreement, the Company recognized revenue of $8 million for the period ended December 31, 2021 and as of December 31, 2021, the Company had a $4 million receivable from the affiliate of Expedia. As part of the Egencia acquisition, on November 1, 2021, GBT UK entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. The initial term of the Egencia TSA is 18 months. The initial term of each service is set forth in the Egencia TSA, and the term of certain services is subject to extension under certain circumstances. GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc. For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in the same manner as pricing for such services was historically determined by Expedia, Inc. For services that were not provided by Expedia, Inc. to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services. For the period ended December 31, 2021, the total cost charged to the Company was approximately $8 million that was included in the Company’s consolidated statements of operations and as of December 31, 2021 the Company had a payable to Expedia Inc. of $8 million. As of November 1, 2021, the date the Egencia acquisition was consummated, Egencia had a balance payable to Expedia of $26 million on account of pre-acquisition transactions between Egencia and Expedia. Further, pending completion of transition of several processes, Expedia collected cash on behalf of Egencia for several of Egencia’s transactions. As a result, as of December 31, 2021, Egencia had a net payable of $16 million to Expedia. |
Apollo Strategic Growth Capital | ||
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings Founder Shares election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying condensed financial statements. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the three months ended March 31, 2022 and 2021, the related parties paid $2,218,378 and $2,472 of offering costs and other expenses on behalf of the Company, respectively. As of March 31, 2022 and December 31, 2021, there was $4,258,589 and $2,040,211 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months . Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $50,001 and $50,647 for such expenses under the administrative services agreement for the three months ended March 31, 2022 and 2021, respectively. | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings one Founder Shares three independent directors at a purchase price of $0.00087 per share. The independent directors paid $65.25 in the aggregate for the 75,000 shares to the Sponsor. On September 16, 2020, the Sponsor surrendered 7,187,500 ordinary shares, thereby effecting a 1.33333:1 share recapitalization, and, as a result, 21,562,500 of the Company's Founder Shares were outstanding. As a result of the underwriters' election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying financial statements. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note . As of December 31, 2021 and 2020, the outstanding interest on the October Note was On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note pursuant to the June Note. As of December 31, 2021, the outstanding balance on the June Note was $ On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the years ended December 31, 2021 and December 31, 2020 and for the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $2,040,211, $373,517 and $0 of offering costs and other expenses on behalf of the Company, respectively. As of December 31, 2021, 2020 and 2019, there was $2,040,211, $373,517 and $0 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $200,650, $46,669 and $0 for such expenses under the administrative services agreement for the years ended December 31, 2021, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 March 31, 2022, the Company had approximately $206 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $71 million relates to the twelve months ending March 31, 2023. These purchase commitments extend through 2026. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 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 condensed consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred 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. | (18) 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 December 31, 2021, the Company had approximately $218 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $68 million relates to the year ending December 31, 2022. These purchase commitments extend through 2025. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 million as of December 31, 2021. 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 financial statements. Legal Contingencies The Company recognizes legal fees as incurred 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. |
Apollo Strategic Growth Capital | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of March 31, 2022 and December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. |
SHAREHOLDERS' DEFICIT_2
SHAREHOLDERS' DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT | (13) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended later to August 2022. As of March 31, 2022, the Company has an amount of $150 million available under Shareholders Equity Commitments that can be drawn at a future date until the earlier of August 2022 and closing of the Business Combination. The Shareholders Equity Commitments will terminate on closing of the Business Combination. The following classes of GBT shares were issued and outstanding as of March 31, 2022: Preferred Shares: There was no issuance of preferred shares during the three months ended March 31, 2022; however, the Company accrued a dividend of $5 million, for the three months ended March 31, 2022, on the outstanding balance of preferred shares. During the three months ended March 31, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT were issued to the ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon (see note 18 — Subsequent Events Voting Ordinary Shares: issued Non-Voting Ordinary Shares: issued Profit Shares issued outstanding MIP Shares — Equity-based Compensation Upon closing of the Business Combination on May 27, 2022, GBT’s authorized, issued and outstanding shares was changed (see note 18 — Subsequent Events Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the three months ended March 31, 2022 and 2021, the Company paid cash of $0 and $1 million, respectively, in relation to accrued capital distribution to cover certain administrative costs of its shareholders. See the discussion above for dividends on preferred shares accrued during the three months ended March 31, 2022. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or shares issued thereof) holders without the consent of such option (or shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of any change in the capitalization of the Company. 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, 2021 $ (38) $ (128) $ 4 $ (162) Net changes during the period, net of tax benefit, $0 (16) — 9 (7) Balance as of March 31, 2022 $ (54) $ (128) $ 13 $ (169) 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, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (9) — — (9) Balance as of March 31, 2021 $ (32) $ (160) $ 4 $ (188) | (20) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended to August 2022 in connection with the $200 million senior secured prior tranche B-2 term loan facility that was established in January 2021 (see note 15 — Long- term Debt On November 1, 2021, concurrently with the completion of the Egencia acquisition (see note 9 — Business Acquisitions The following classes of GBT shares were issued and outstanding as of December 31, 2021: Preferred Shares: During the year ended December 31, 2021, GBT issued 1.5 million preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $150 million, under the above Shareholders Equity Commitments. During the year ended December 31, 2021, the Company accrued a dividend of $10 million on such preferred shares. As the preferred shares of GBT were issued to the current ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Voting Ordinary Shares: Non-Voting Ordinary Shares: Profit Shares MIP Shares Equity-Based Compensation Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the year ended December 31, 2019, the Company made capital distributions of $56 million to its shareholders for the anticipated taxes due on the allocable share of the Company’s profits. There were no such capital distributions to the shareholders for the anticipated taxes for the years ended December 31, 2021 and 2020. Further, for each of the years ended December 31, 2020 and 2019, the Company made capital distributions of $1 million to cover certain administrative costs of its shareholders. There was no such capital distribution to cover administrative costs of the shareholders for the year ended December 31, 2021. See the discussion above for dividends on preferred shares accrued during the year ended December 31, 2021. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or MIP Shares issued thereof) holders without the consent of such option (or MIP Shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of certain changes in the capitalization of the Company. 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. Accumulated other comprehensive loss, net of tax, consisted of: Currency Defined Unrealized gain on Total accumulated translation benefit plan hedge of investments other (in $ millions) adjustments related in foreign subsidiary comprehensive loss Balance as of December 31, 2018 (17) (26) 4 (39) Net changes during the year, net of tax benefit (1) (4) (55) — (59) Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $( 10) million, $15 million and $12 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to actuarial losses and prior service costs is included as component of net periodic pension benefit (cost) included within other income (expense), net, in the Company’s consolidated statements of operations. |
Apollo Strategic Growth Capital | ||
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of March 31, 2022 and December 31, 2021, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the condensed accompanying balance sheets. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of March 31, 2022 and December 31, 2021, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, 2020 and 2019, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2021 and 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance sheets. As of December 31, 2019, there were no Class A ordinary shares subject to possible conversion. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of December 31, 2021, 2020 and 2019, there were 20,420,250 Class B |
WARRANTS_2
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
WARRANTS | NOTE 8 — WARRANTS As of March 31, 2022 and December 31, 2021, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as will be described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | NOTE 8 — WARRANTS As of December 31, 2021 and 2020, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). There were no warrants outstanding as of December 31, 2019. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Upon issuance of the derivative warrants the Company recorded a liability of $57,753,222 on the balance sheets. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | (16) 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 March 31, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — Presented below is a summary of the gross fair value of the Company’s derivative contract, which have been designated as hedging instrument, recorded on the condensed consolidated balance sheets at fair value. As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — 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 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: As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. | (22) Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Pension plan assets — see note 16 — Employee Benefit Plans Assets that are Measured at Fair Value on a Non-recurring Basis Assets that are required to be measured at fair value on a non-recurring basis include goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets. The Company’s impairment review of goodwill is performed annually on December 31 each year. In addition, goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets are reviewed for impairment if events and circumstances indicate that their carrying amounts may not be recoverable. The Company identified the on-going impact of the COVID-19 pandemic on its current and projected future results of operations as a triggering event requiring quantitative assessment of its property and equipment, equity-method investments, operating lease ROU assets and other intangible assets in 2021. The Company utilized level 3 inputs based on management’s best estimates and assumptions in performing its quantitative assessment. The Company determined that, except for certain equity method investments (see note 8 — Equity Method Investments Other Financial Instruments 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 their fair value due to the short-term maturities of these assets and liabilities. The fair value of the Company’s senior secured initial term loans was determined by considering their fair value based on quoted prices for identical debt instruments when traded as assets and is categorized within Level 2 of the fair value hierarchy. The fair values of the Company’s senior secured prior tranche B-2 term loans and senior secured new tranche B-3 term loans were deemed to be their issuance cost due to a short period of time lapsed since their issuance. The fair values of the Company’s outstanding senior secured term loans are as follows: As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Apollo Strategic Growth Capital | ||
FAIR VALUE MEASUREMENTS | NOTE 9 The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at March 31, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both March 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. There were no transfers into or out of Level III liabilities during the three months ended March 31, 2022 and 2021. The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 As of March 31, 2022 and December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: March 31, 2022 December 31, 2021 Risk-free interest rate 2.42% 1.31% Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0% 18.0% Dividends 0.0% 0.0% As of March 31, 2022 and December 31, 2021, the derivative warrant liability was $60,098,285 and $55,943,533, respectively. In addition, for the three months ended March 31, 2022 and 2021, the Company recorded a loss of $(4,154,752) and gain of $24,785,058, respectively, on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both December 31, 2021 and 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021 and 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 As of December 31, 2021 and 2020, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: December 31, 2021 December 31, 2020 Risk-free interest rate 1.31% 0.49% Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0% 10.0 – 30.0% Dividends 0.0% 0% As of December 31, 2021 and 2020, the derivative warrant liability was $55,943,533 and $74,642,310, respectively. In addition, for the years ended December 31, 2021 and 2020, the Company recorded a gain of $18,698,777 and loss of $(16,889,088), respectively, on the change in fair value of the derivative warrant liabilities on the statements of operations. During 2020, the Company charged $328,959 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | (18) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through June 3, 2022, the date the condensed consolidated financial statements as of and for the three months ended March 31, 2022 were available for issuance. Borrowings under the senior secured credit agreement On May 19, 2022, the Company borrowed a principal amount of $100 million of senior secured tranche B-3 term loans under the $200 million of delayed draw commitments that were established under the Tranche B-3 DDTL Facility. On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the Tranche B-3 DDTL facility. It is expected that the funding of such requested borrowing will be completed on June 9, 2022, subject to certain customary borrowing conditions. Closing of Business Combination with APSG The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG was renamed as Global Business Travel Group, Inc. and GBT became a directly subsidiary of GBTG. The Business Combination will be accounted for as a reverse recapitalization, with no asset or liability fair valued or any goodwill and other intangible assets recognized. At the closing of the Business Combination: ● GBT’s class of shares changed and the new shares comprised of: (i) A ordinary shares (ii) B ordinary shares (iii) C Ordinary shares and (iv) Z ordinary shares. The existing GBT shares were converted to new shares based on a conversion ratio as determined under the Business Combination Agreement. ● GBT issued and sold to GBTG/APSG, and GBTG/APSG subscribed for and purchased from GBT, (i) 56,945,033 number of A ordinary shares of GBT equal to the number of shares of GBTG/APSG class A common stock and (ii) a Z ordinary share of GBT, and after considering payment of certain transaction expenses and redemption of preferred shares of $168 million (including accrued dividends until the date of closing), GBT received net proceeds of $128 million upon closing of the Business Combination. ● GBTG/APSG issued and sold to GBT, and GBT subscribed for and purchased from GBTG/APSG, 394,448,481 shares of GBTG/APSG’s class B common stock equal to the total number of B ordinary shares of GBT issued in connection with the Business Combination Agreement, and GBT paid to GBTG/APSG the par value amount per share for such share subscription. ● Juweel, Expedia and Amex Coop (together the “Continuing JerseyCo Owners”) and GBT entered into a class B common stock distribution agreement pursuant to which GBT distributed to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner accepted from GBT, the shares of class B common stock that GBT acquired in connection with the GBTG/APSG subscription of such shares as discussed above, in partial consideration for the redemption and cancellation of the existing GBT ordinary shares held by the Continuing JerseyCo Owners. Upon such distribution and exchange, GBT’s existing voting, non-voting and profit shares were cancelled. ● Holders of GBT ordinary shares, profit shares, MIP shares and GBT MIP Options were granted an aggregate of 15,000,000 C ordinary shares, that were allocated among such holders on a pro rata basis. C ordinary shares are “earnout” shares and vest as follows: ● One -half, if the volume-weighted average price (“VWAP”) of class A common stock of GBTG is greater than or equal to $12.50 per share for any 20 trading days within a period of 30 consecutive trading days ● One -half, if the VWAP of class A common stock of GBTG is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days To the extent that either of the aforementioned triggering events do not occur within the five year vesting period, such shares will be forfeited and terminated. As a result, after the closing of the Business Combination transaction, GBT had 56,945,033 A ordinary shares, 394,448,481 B ordinary shares and one Z ordinary issued outstanding | (25) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through March 21, 2022, the date the consolidated financial statements as of and for the year ended December 31, 2021 were available for issuance. |
Apollo Strategic Growth Capital | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than discussed below that would have required recognition or disclosure in the condensed financial statements. On April 1, 2022, the Sponsor executed an unsecured promissory note (the “ April Note | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) from EG Corporate Travel Holdings LLC (“Expedia”) on November 1, 2021, GBT issued 8,413,972 non-voting ordinary shares to Expedia and as of March 31, 2022, Amex Coop, Juweel and Expedia own approximately 40.5%, 40.5% and 19.0%, respectively, of the equity interest in GBT, excluding preferred shares, Profit Shares, MIP Shares (see note 13 — Shareholders’ Equity — Equity-Based Compensation On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing of the Business Combination, APSG was renamed as Global Business Travel Group, Inc. (“GBTG”). The Business Combination will be accounted for as a reverse recapitalization, with no assets or liabilities fair valued or any goodwill and other intangible assets recognized (see note 18 — Subsequent Events The Company has one reportable segment. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the COVID-19 pandemic began.Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume during the second half of 2021 and first quarter of 2022 as compared to the prior year / period as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The Company incurred a net loss of $91 million and had cash outflows from operations of $154 million during the three months ended March 31, 2022 compared to a net loss of $114 million and cash outflows from operations of $114 million during the three months ended March 31, 2021. As of March 31, 2022, the Company’s pro forma liquidity was over $700 million and primarily consisted of: ● $557 million of pro forma cash and cash equivalents (comprising of (i) $329 million of cash and cash equivalents as of March 31, 2022 (ii) $128 million net proceeds received upon closing of the Business Combination and (iii) $100 million of principal amount of senior secured tranche B-3 term loans borrowed in May 2022 (see note 10 — Long-term Debt and note 18 — Subsequent Events )), ● $100 million of currently undrawn commitments remaining under the senior secured tranche B-3 term loan facilities, which are available on a delayed-draw basis until mid-June 2022, subject to certain customary borrowing conditions, and ● $50 million of undrawn commitments under the senior secured revolving credit facility (subject to the satisfaction of applicable borrowing conditions and compliance with applicable covenants related to borrowings thereunder). On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the senior secured tranche B-3 term loan facilities (see note 10 — Long-term Debt — Subsequent Events The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected Business Combination transaction, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the condensed consolidated financial statements are available for issuance. Basis of Presentation The Company’s condensed consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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 condensed 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 condensed consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The Company has included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. The Company’s interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021. Use of Estimates The preparation of condensed 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 condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) on November 1, 2021 (see note 9 — Business Acquisitions The consolidated financial statements of GBT and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange. The closing of the business combination is subject to the satisfaction of customary closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG will merge with the Company and the Company is expected to become a publicly listed company. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Corporate Reorganization On December 9, 2019, the Board of Directors of GBT III B.V., a private company with limited liability organized under the laws of Netherlands and a joint venture with 50% of its voting shares held by Amex Coop and the other 50% of its voting shares held by a predecessor of Juweel, implemented a holding company reorganization in which GBT became the ultimate parent company of GBT III B.V. The shareholders of GBT III B.V. approved this reorganization whereby shareholders of GBT III B.V. ultimately became the shareholders of GBT, maintaining the same number of voting ordinary shares and ownership percentage as held in GBT III B.V. immediately prior to the reorganization. The above reorganization was accounted for as a transaction under common control. GBT recognized the assets and liabilities of GBT III B.V. at carryover basis. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen gradual improvement in its transaction volume during the second half of 2021 as compared to the prior year as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. As a result of the COVID-19 pandemic, the Company’s results of operations and cash flows for the year ended December 31, 2021, similar to the previous year, continue to be adversely impacted. The Company incurred a net loss of $475 million during the year ended December 31, 2021 and had cash outflows from operations of $512 million. In response to the COVID-19 pandemic, in 2020, the Company initiated mitigating actions to optimize efficiency and reduce costs, which included a reduction in operating expenses and non-essential capital expenditure, employee pay reductions, a reduction in workforce through voluntary and involuntary terminations of employees and facility closures. The Company continues to consider additional cost reduction measures as they become necessary. The Company also continued to access government funding in its major operating territories (including furlough income). Additionally, to strengthen and maintain its liquidity the Company, on December 2, 2021, obtained commitments for $1,000 million principal amount of senior secured new tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, establish the senior secured new tranche B-3 term loan facilities under its senior secured credit agreement, and $800 million principal amount of initial borrowings were funded on such date under the senior secured new tranche B-3 term loan facilities. The $200 million of commitments remaining under the senior secured new tranche B-3 term loan facilities are available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions (the “New Tranche B-3 DDTL Facility”). A portion of the proceeds from the initial borrowings under the senior secured new tranche B-3 term loan facilities was applied to refinance and repay in full all of the senior secured prior tranche B-1 and tranche B-2 term loans in a then- outstanding principal amount of $545 million, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment. In connection therewith, the remaining unused commitments of principal amount of $50 million under the senior secured prior tranche B-2 term loan facility was terminated (see note 15 — Long-term Debt Furthermore, the closing of the Business Combination Agreement is expected to provide a substantial amount of additional liquidity. As of December 31, 2021, the Company has a total liquidity of approximately $916 million, comprising of cash and cash equivalents of approximately $516 million, $200 million of undrawn commitments under the New Tranche B-3 DDTL Facility (subject to the satisfaction of applicable borrowing conditions), $150 million of remaining undrawn Shareholders Equity Commitments (as defined in note 20 — Shareholders’ Equity The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected business combination transaction with APSG, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the consolidated financial statements are available for issuance. |
Use of Estimates | 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. Actual results could differ materially from those estimates. Significant estimates used by the Company include estimates related to supplier revenue, collectability of receivables, depreciable lives of property and equipment, valuation of equity issued as purchase consideration in business combination, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, measurement of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income tax assets and contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | |
Concentration of Credit Risk | Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2021, over 60% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as long-term on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/ provision for income taxes in its consolidated statements of operations. | |
Net Income (Loss) per Ordinary Share | Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: 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. | |
Recent Accounting Standards | Recently Adopted Accounting Pronouncements There were no new accounting standards adopted by the Company during the year ended December 31, 2021. | |
Apollo Strategic Growth Capital | ||
Basis of Presentation | Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Income Taxes | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (" ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Year ended December 31, (in $ millions, except share and per share data) 2021 2020 2019 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income / Net (loss) income from continuing operations $ (475) $ (619) $ 138 Net loss (income) attributable to non-controlling interests in subsidiaries 2 1 (4) Preferred shares dividend (10) — — Net (loss) income / Net (loss) income from continuing operations attributable to the shareholders of the Company’s ordinary shares $ (483) $ (618) $ 134 Denominator – Basic (loss) earnings per share: Weighted average ordinary shares outstanding 37,406,171 36,000,000 36,000,000 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic $ (12.91) $ (17.18) $ 3.72 Denominator – Diluted (loss) earnings per share: Number of ordinary shares used for basic (loss) earnings per share from continuing operations 37,406,171 36,000,000 36,000,000 Weighted average effect of dilutive securities Stock options — — 1,102,120 Weighted average ordinary shares outstanding 37,406,171 36,000,000 37,102,120 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted $ (12.91) $ (17.18) $ 3.61 | |
Apollo Strategic Growth Capital | ||
Summary of reconciliation of Class A common stock reflected on the balance sheet | At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of company's assets that are measured at fair value on a recurring basis | As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. | As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Apollo Strategic Growth Capital | ||
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — | |
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 |
Schedule of the fair value of the derivative feature of the Private warrants | March 31, 2022 December 31, 2021 Risk-free interest rate 2.42% 1.31% Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0% 18.0% Dividends 0.0% 0.0% | December 31, 2021 December 31, 2020 Risk-free interest rate 1.31% 0.49% Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0% 10.0 – 30.0% Dividends 0.0% 0% |
DESCRIPTION OF ORGANIZATION, _4
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 02, 2021 USD ($) $ / shares shares | Nov. 10, 2020 USD ($) $ / shares shares | Oct. 06, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) D shares | Dec. 31, 2021 USD ($) D shares | Dec. 31, 2020 USD ($) | |
Description of Organization and Business Operations | ||||||
Offering cost | $ 4,000,000 | $ 10,000,000 | ||||
Amount borrowed | 1,041,000,000 | 1,042,000,000 | $ 643,000,000 | |||
Cash held outside the Trust Account | 329,000,000 | 516,000,000 | 584,000,000 | |||
Current liabilities | $ 801,000,000 | $ 721,000,000 | 570,000,000 | |||
Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 39,451,134 | 39,451,134 | ||||
Investments held in Trust | $ 750,000,000 | |||||
Offering cost | 800,880 | |||||
Transaction Costs | 41,389,428 | |||||
Underwriting fees | 15,000,000 | |||||
Deferred underwriting commissions | 26,250,000 | |||||
Deferred underwriting fee payable | 26,250,000 | |||||
Other offering costs | $ 2,344,508 | 2,344,508 | ||||
Earnout Shares | shares | 15,000,000 | 15,000,000 | ||||
Transaction costs allocable to warrant liability | 2,344,508 | |||||
Maturity term of U.S. government securities | 180 days | |||||
Percentage of aggregate fair market value of assets | 80% | |||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | $ 100,000 | 100,000 | ||
Proceeds from issuance initial public offering | 816,810,000 | |||||
Cash held outside the Trust Account | 80,242 | 161,277 | $ 257,872 | |||
Investment of cash into Trust Account | $ 817,678,426 | $ 817,356,537 | ||||
Condition for future business combination use of proceeds percentage. | 100 | 100 | ||||
Condition for future business combination threshold percentage ownership | 100 | 100 | ||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Redemption Limit Percentage Without Prior Consent | 80 | |||||
Threshold number of days to sell their public shares in a tender offer | D | 2 | 2 | ||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | |||||
Working Capital Deficit | $ 15,200,000 | $ 13,700,000 | ||||
Current liabilities | 15,653,486 | 14,400,637 | $ 2,256,681 | |||
Cash | $ 80,000 | $ 161,000 | ||||
Term for submitting or filing shelf, covering the issuance and the resale of all registrable securities on a delayed or continuous basis | 30 days | 30 days | ||||
Term for declaring shelf effective after the filing | 60 days | 60 days | ||||
Term For Declaring Shelf Effective After The Filing, If The Sec Notifies That It Will "Review" The Shelf | 90 days | 90 days | ||||
Term For Declaring Shelf Effective After The Date When Entity Is Notified Orally Or In Writing, Whichever Is Earlier By The Sec That The Shelf Will Not Be Reviewed Or Will Not Be Subject To Further Review | 10 days | 10 days | ||||
Initial Public Offering. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 75,000,000 | 81,681,000 | 81,681,000 | |||
Unit Par Value | $ / shares | $ 0.00005 | |||||
Unit Price | $ / shares | $ 10 | |||||
Proceeds from offering | $ 750,000,000 | |||||
Investments held in Trust | 139,428 | |||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | 10 | ||||
Initial Public Offering. | Class A ordinary shares | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Proceeds from issuance initial public offering | $ 816,810,000 | |||||
Over-allotment option | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 6,681,000 | 9,000,000 | 9,000,000 | |||
Unit Price | $ / shares | $ 10 | |||||
Proceeds from offering | $ 66,810,000 | |||||
Offering cost | 3,674,550 | |||||
Deferred underwriting fee payable | $ 2,338,350 | |||||
Number of shares to be issued | shares | 6,681,000 | |||||
Over-allotment option | Founder | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Maximum shares subject to forfeiture | shares | 1,142,250 | |||||
PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 5% | |||||
Cash purchase price | $ / shares | $ 0.0001 | |||||
Sponsor | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of shares that will immediately vest without restrictions | shares | 13,631,318 | |||||
Number of shares that will be deemed unvested | shares | 6,713,932 | |||||
Term For Triggering Events | 5 years | |||||
Sponsor | Private Placement. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | ||||
Number of warrants to purchase shares issued | shares | 890,800 | 11,333,334 | ||||
Sponsor | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 2,000,000 | |||||
PIPE Investors | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 33,500,000 | |||||
Cash purchase price | $ / shares | $ 10 | |||||
Aggregate purchase price | $ 335,000,000 | |||||
Private Placement Warrants. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 12,224,134 | 12,224,134 | ||||
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 12,224,134 | 12,224,134 | ||||
Proceeds from sale of Private Placement Warrants | $ 18,336,200 | $ 18,336,200 | ||||
Number of warrants to purchase shares issued | shares | 12,224,134 | 12,224,134 | ||||
Private Placement Warrants. | Sponsor | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | ||||
Number of warrants to purchase shares issued | shares | 890,800 | 11,333,334 | ||||
Public Warrants | Apollo Strategic Growth Capital | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 27,227,000 | 27,227,000 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |||||
Unrecognized tax benefits | $ 7,000,000 | $ 9,000,000 | $ 11,000,000 | $ 9,000,000 | |
Statutory tax rate (as a percent) | 19% | 19% | 19% | ||
Amounts accrued for the payment of interest and penalties | $ 7,000,000 | $ 9,000,000 | |||
Apollo Strategic Growth Capital | |||||
Summary of Significant Accounting Policies | |||||
Federal depository insurance coverage | $ 250,000 | 250,000 | |||
Public offering costs | 800,877 | 800,877 | |||
Underwriter discounts charged to APIC | 44,924,550 | 44,924,550 | |||
Transaction costs allocable to warrant liability | 2,344,508 | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Statutory tax rate (as a percent) | 0% | 0% |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
Class A ordinary shares | |||
Gross proceeds | 816,810,000 | 816,810,000 | 816,810,000 |
Proceeds allocated to Public Warrants | (39,745,978) | 39,745,978 | 39,745,978 |
Class A ordinary shares issuance costs | (44,871,756) | 44,871,756 | 44,871,756 |
Accretion of carrying value to redemption value | 84,617,734 | 84,617,734 | 84,617,734 |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||
Allocation of net loss, as adjusted | $ (96,000,000) | $ (114,000,000) | $ (483,000,000) | $ (618,000,000) | $ 134,000,000 |
Denominator: | |||||
Weighted average shares outstanding, basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted average shares outstanding, diluted | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 37,102,120 |
Basic net income (loss) per common share | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.72 |
Diluted net income (loss) per common share | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.61 |
Class A ordinary shares | Apollo Strategic Growth Capital | |||||
Numerator: | |||||
Allocation of net loss, as adjusted | $ (4,261,175) | $ 16,226,517 | $ 4,959,912 | $ (9,780,661) | |
Denominator: | |||||
Weighted average shares outstanding, basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Weighted average shares outstanding, diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |
Basic net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Diluted net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |
Class B ordinary shares | Apollo Strategic Growth Capital | |||||
Numerator: | |||||
Allocation of net loss, as adjusted | $ (1,065,294) | $ 4,056,629 | $ 1,239,978 | $ (9,861,099) | |
Denominator: | |||||
Weighted average shares outstanding, basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Weighted average shares outstanding, diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 |
Basic net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
Diluted net income (loss) per common share | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 39,451,134 | 39,451,134 | |||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 27,227,000 | 27,227,000 | |||
Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Initial Public Offering. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 75,000,000 | 81,681,000 | 81,681,000 | ||
Purchase price, per unit | $ 10 | $ 10 | |||
Number of shares in a unit | 6,681,000 | 6,681,000 | |||
Initial Public Offering. | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | 0.33 | 1 | |||
Number of shares issuable per warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Number of shares per unit | 1 | 1 | |||
Initial Public Offering. | Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | ||||
Common shares, par value, (per share) | $ 0.00005 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants. | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | ||
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||
Private Placement. | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | ||
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | ||
Private Placement. | Private Placement Warrants. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 12,224,134 | 12,224,134 | ||
Price of warrants | $ 1.50 | $ 1.50 | ||
Aggregate purchase price | $ 18,336,200 | $ 18,336,200 |
RELATED PARTIES - Founder Sha_2
RELATED PARTIES - Founder Shares (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 item $ / shares shares | Sep. 16, 2020 shares | Sep. 30, 2020 D $ / shares shares | Oct. 31, 2008 shares | Mar. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Nov. 30, 2020 shares | Nov. 10, 2020 shares | Oct. 06, 2020 shares | Aug. 06, 2020 shares | |
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||||
Number of warrants to purchase shares issued | 12,224,134 | 12,224,134 | |||||||||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||||||||
Sponsor | Private Placement. | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||||
Sponsor | Private Placement Warrants. | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 1 | ||||||||||
Founder | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 1 | ||||||||||
Ordinary shares outstanding | 21,562,500 | ||||||||||
Number of independent directors | 3 | 3 | |||||||||
Surrendered founder shares | 7,187,500 | ||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||
Purchase price, per unit | $ / shares | $ 0.00087 | $ 0.00087 | |||||||||
Recapitalization ratio | 1.33333 | ||||||||||
Founder | Over-allotment option | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||||
Founder | Class B ordinary shares | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares outstanding | 75,000 | 75,000 | 28,750,000 | ||||||||
Purchase price, per unit | $ / shares | $ 65.25 | $ 65.25 | |||||||||
Founder | Sponsor | Class B ordinary shares | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares subject to forfeiture | 1,142,250 | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
RELATED PARTIES - Additional _2
RELATED PARTIES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 02, 2021 | Aug. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 14, 2021 | Jun. 18, 2021 | Feb. 22, 2021 | Oct. 20, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Interest rate | 4% | ||||||||||
Amount borrowed | $ 1,041,000,000 | $ 1,042,000,000 | $ 643,000,000 | ||||||||
Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of promissory note - related party | $ 371,767 | 371,767 | |||||||||
Due to Related Parties | 4,258,589 | 2,040,211 | 373,517 | $ 0 | |||||||
Advances from Related Parties | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Offering costs and other expenses | 2,218,378 | 2,472 | 2,040,211 | 373,517 | 0 | ||||||
Administrative Services Agreement | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | 16,667 | 16,667 | |||||||||
Expenses incurred | $ 50,001 | $ 50,647 | $ 200,650 | 46,669 | $ 0 | ||||||
Threshold period for which expenses are paid | 27 months | 27 months | |||||||||
Sponsor | Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred | $ 750,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Sponsor | October Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price of warrant | $ 1.50 | ||||||||||
Principle amount of promissory note | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.14% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 | |||||||||
Outstanding interest | 3,032 | 2,514 | $ 414 | ||||||||
Sponsor | February Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principle amount of promissory note | $ 800,000 | ||||||||||
Interest rate per annum | 0.12% | ||||||||||
Amount borrowed | $ 800,000 | ||||||||||
Outstanding balance | 800,000 | 800,000 | |||||||||
Outstanding interest | 1,057 | 821 | |||||||||
Sponsor | June Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principle amount of promissory note | $ 2,000,000 | ||||||||||
Interest rate per annum | 0.13% | ||||||||||
Amount borrowed | $ 2,000,000 | ||||||||||
Outstanding balance | 2,000,000 | 2,000,000 | |||||||||
Outstanding interest | 2,016 | 1,375 | |||||||||
Sponsor | September Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principle amount of promissory note | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | 1,500,000 | 1,500,000 | |||||||||
Outstanding interest | $ 1,395 | $ 755 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 10, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2020 | |
Underwriting Agreement | ||||
Underwriting discounts and commissions paid | $ 15,000,000 | |||
Deferred underwriting commissions | $ 26,250,000 | |||
Number of units issued | 39,451,134 | 39,451,134 | ||
Underwriting cash discount per unit | $ 0.20 | |||
Deferred Fee Per Unit | $ 0.35 | |||
Aggregate deferred underwriting fee payable | $ 28,588,350 | |||
Contingent fees | $ 7,000,000 | $ 7,000,000 | ||
Placement Fees | 3.50% | 3.50% | ||
Over-allotment option | ||||
Underwriting Agreement | ||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 | |
Threshold Number Of Days Granted For Underwriter For Purchase Of Additional Units | 30 days | 30 days | ||
Aggregate underwriter cash discount | $ 16,336,200 |
SHAREHOLDERS' DEFICIT - Prefe_2
SHAREHOLDERS' DEFICIT - Preferred Shares (Details) - Apollo Strategic Growth Capital - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordin_2
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 shares | Sep. 30, 2020 shares | Mar. 31, 2022 Vote shares | Dec. 31, 2021 Vote / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | May 27, 2022 shares | |
Shareholders' Equity | |||||||
Common shares, shares issued | 394,448,481 | ||||||
Apollo Strategic Growth Capital | |||||||
Shareholders' Equity | |||||||
Number of vote for each ordinary share | Vote / shares | 1 | ||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20% | 20% | |||||
Common shares, votes per share | Vote / shares | 1 | ||||||
Class A ordinary shares | |||||||
Shareholders' Equity | |||||||
Common shares, shares issued | 56,945,033 | ||||||
Common shares, shares outstanding | 56,945,033 | ||||||
Class A ordinary shares | Apollo Strategic Growth Capital | |||||||
Shareholders' Equity | |||||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Number of vote for each ordinary share | Vote | 1 | ||||||
Common stock shares outstanding including shares subject to possible conversion | 81,681,000 | 81,681,000 | 81,681,000 | 0 | |||
Common shares, votes per share | Vote | 1 | ||||||
Common shares, shares issued | 0 | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | 0 | ||||
Class B ordinary shares | Apollo Strategic Growth Capital | |||||||
Shareholders' Equity | |||||||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | ||||
Common shares, shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | ||||
Common stock, shares subject to forfeiture (in shares) | 1,142,250 | ||||||
Common stock, shares subject to surrender (in shares) | 7,187,500 |
WARRANTS (Details)_2
WARRANTS (Details) - Apollo Strategic Growth Capital | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) item D $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Shareholders' Equity | ||||
Warrants outstanding | 39,451,134 | 39,451,134 | 39,451,134 | 0 |
Number of units issued | 39,451,134 | 39,451,134 | ||
Warrant liabilities | $ | $ 57,753,222 | $ 57,753,222 | ||
Public Warrants | ||||
Shareholders' Equity | ||||
Warrants outstanding | 27,227,000 | 27,227,000 | ||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Threshold period for filling registration statement after business combination | 15 days | |||
Public Warrants expiration term | 5 years | 5 years | ||
Number of units issued | 27,227,000 | 27,227,000 | ||
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Shareholders' Equity | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares | $ 18 | $ 18 | ||
Threshold trading days for redemption of public warrants | D | 20 | 20 | ||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | ||
Private Placement Warrants. | ||||
Shareholders' Equity | ||||
Warrants outstanding | 12,224,134 | 12,224,134 | ||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Number of units issued | 12,224,134 | 12,224,134 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - Apollo Strategic Growth Capital - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | $ 817,678,426 | $ 817,356,537 | $ 816,985,533 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 |
Level 1 | Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 |
Level 1 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 37,300,990 | 34,850,560 | |
Level 3 | Recurring | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 57,753,222 | ||
Level 3 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 34,850,560 | 51,186,760 | |
Level 3 | Recurring | Private Placement Warrants. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | $ 22,797,295 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning Balance | $ 55,943,533 | $ 74,642,310 | $ 74,642,310 | |
Transfer to Level 1 | 0 | 0 | ||
Change in fair value of derivative liabilities | (4,154,752) | 24,785,058 | 18,698,777 | $ (16,889,088) |
Ending Balance | 60,098,285 | 55,943,533 | 74,642,310 | |
Recurring | Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning Balance | 21,092,973 | 23,455,550 | 23,455,550 | 0 |
Transfer to Level 1 | (39,745,978) | |||
Change in fair value of derivative liabilities | 1,704,322 | (7,904,318) | (2,362,577) | 5,448,306 |
Ending Balance | $ 22,797,295 | $ 15,551,232 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Lev_2
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Apollo Strategic Growth Capital | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | $ 60,098,285 | $ 55,943,533 | $ 74,642,310 | |
Change in fair value of derivative warrant liabilities | (4,154,752) | $ 24,785,058 | 18,698,777 | (16,889,088) |
Charge to additional paid in capital | 328,959 | |||
Transfers into or out of Level III | $ 0 | $ 0 | ||
Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Charge to additional paid in capital | $ 328,959 | |||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 18 | |||
Risk-free interest rate | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 2.42 | 1.31 | 0.49 | |
Expected life of grants | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 5.25 | 5.5 | 5.9 | |
Expected volatility of underlying shares | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 17 | 18 | ||
Expected volatility of underlying shares | Level 3 | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 10 | |||
Expected volatility of underlying shares | Level 3 | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 30 | |||
Dividends | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of derivative warrants | 0 | 0 | 0 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - April Note - Sponsor - Apollo Strategic Growth Capital | Apr. 01, 2022 USD ($) |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 1,500,000 |
Interest rate per annum | 0.13% |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||||
Cash and cash equivalents | $ 329 | $ 516 | $ 584 | |||
Accounts receivable (net of allowances for doubtful accounts of$5 and $4 as of March 31, 2022 and December 31, 2021, respectively) | 562 | 381 | 144 | |||
Due from affiliates | 9 | 18 | 15 | |||
Prepaid expenses and other current assets | 143 | 137 | 126 | |||
Total current assets | 1,043 | 1,052 | 869 | |||
Property and equipment, net | 213 | 216 | 194 | |||
Equity method investments | 16 | 17 | 23 | |||
Goodwill | 1,346 | 1,358 | 1,028 | $ 1,023 | ||
Other intangible assets, net | 718 | 746 | 348 | |||
Operating lease right-of-use assets | 54 | 59 | 55 | |||
Deferred tax assets | 300 | 282 | 217 | |||
Other non-current assets | 46 | 41 | 24 | |||
Total assets | 3,736 | 3,771 | 2,758 | |||
Current liabilities: | ||||||
Accounts payable | 289 | 137 | 96 | |||
Due to affiliates | 41 | 41 | 7 | |||
Accrued expenses and other current liabilities | 448 | 519 | 440 | |||
Current portion of operating lease liabilities | 20 | 21 | 20 | |||
Current portion of long-term debt | 3 | 3 | 7 | |||
Total current liabilities | 801 | 721 | 570 | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,020 | 1,020 | 617 | |||
Deferred tax liabilities | 119 | 119 | 100 | |||
Pension liabilities | 316 | 333 | 413 | |||
Long-term operating lease liabilities | 55 | 61 | 58 | |||
Other non-current liabilities | 26 | 23 | 16 | |||
Total liabilities | 2,337 | 2,277 | 1,774 | |||
Commitments and Contingencies (see note [11]) | ||||||
Preferred shares (par value $0.00001; 3,000,000 shares authorized; 1,500,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021; redemption amount of $165 and $160 as of March 31, 2022 and December 31, 2021, respectively) | 165 | 160 | ||||
Shareholders' equity: | ||||||
Additional paid-in capital | 2,558 | 2,560 | 1,752 | |||
Accumulated deficit | (1,156) | (1,065) | (592) | |||
Accumulated other comprehensive loss | (169) | (162) | (179) | |||
Total shareholders' deficit | 1,233 | 1,333 | 981 | |||
Equity attributable to noncontrolling interest in subsidiaries | 1 | 1 | 3 | |||
Total shareholders' equity | 1,234 | 1,334 | $ 861 | 984 | $ 1,682 | $ 1,657 |
Total liabilities, temporary equity and shareholders' deficit | 3,736 | 3,771 | $ 2,758 | |||
Voting ordinary shares | ||||||
Shareholders' equity: | ||||||
Shares (par value 0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021) | 0 | 0 | ||||
Non-Voting ordinary shares | ||||||
Shareholders' equity: | ||||||
Shares (par value 0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021) | 0 | 0 | ||||
Profit Shares | ||||||
Shareholders' equity: | ||||||
Shares (par value 0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021) | 0 | 0 | ||||
Management Incentive Plan Shares | ||||||
Shareholders' equity: | ||||||
Shares (par value 0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021) | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | May 27, 2022 shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 € / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 € / shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2020 € / shares |
Allowances for doubtful accounts | $ | $ 5 | $ 4 | $ 14 | ||||
Preferred shares, par value | (per share) | $ 0.00001 | $ 0.00001 | € 0.00001 | € 0.00001 | |||
Preferred shares, shares authorized | 3,000,000 | 3,000,000 | 0 | ||||
Preferred shares, shares issued | 1,500,000 | 1,500,000 | 0 | ||||
Preferred shares, shares outstanding | 1,500,000 | 0 | |||||
Preferred shares, redemption amount | $ | $ 165 | $ 160 | $ 0 | ||||
Common shares, shares issued | 394,448,481 | ||||||
Voting ordinary shares | |||||||
Common shares, par value, (per share) | € / shares | € 0.00001 | 0.00001 | 0.00001 | ||||
Shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||||
Common shares, shares issued | 36,000,000 | 36,000,000 | 36,000,000 | ||||
Common shares, shares outstanding | 36,000,000 | 36,000,000 | 36,000,000 | ||||
Non-Voting ordinary shares | |||||||
Common shares, par value, (per share) | € / shares | 0.00001 | 0.00001 | 0.00001 | ||||
Shares authorized | 15,000,000 | 15,000,000 | 0 | ||||
Common shares, shares issued | 8,413,972 | 8,413,972 | 0 | ||||
Common shares, shares outstanding | 8,413,972 | 8,413,972 | 0 | ||||
Profit Shares | |||||||
Common shares, par value, (per share) | € / shares | 0.00001 | 0.00001 | 0.00001 | ||||
Shares authorized | 800,000 | 800,000 | 800,000 | ||||
Common shares, shares issued | 800,000 | 800,000 | 800,000 | ||||
Common shares, shares outstanding | 800,000 | 800,000 | 800,000 | ||||
Management Incentive Plan Shares | |||||||
Common shares, par value, (per share) | € / shares | € 0.00001 | € 0.00001 | € 0.00001 | ||||
Shares authorized | 4,764,000 | 4,764,000 | 3,264,000 | ||||
Common shares, shares issued | 0 | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED STATEMENTS OF OPERATIONS | |||||
Revenue | $ 350 | $ 126 | $ 763 | $ 793 | $ 2,119 |
Costs and expenses: | |||||
Cost of revenue (excluding depreciation and amortization shown separately below) | 173 | 82 | 477 | 529 | 880 |
Sales and marketing | 72 | 43 | 201 | 199 | 286 |
Technology and content | 90 | 57 | 264 | 277 | 339 |
General and administrative | 65 | 39 | 213 | 181 | 255 |
Charges | 2 | 14 | 206 | 12 | |
Depreciation and amortization | 44 | 34 | 154 | 148 | 141 |
TOTAL EXPENSES | 446 | 255 | 1,323 | 1,540 | 1,913 |
Operating loss | (96) | (129) | (560) | (747) | 206 |
Interest expense | (19) | (11) | (53) | (27) | (15) |
Other income, net | 5 | 8 | 14 | (3) | |
Loss before income taxes and share of losses from equity method investments | (115) | (135) | (653) | (759) | 193 |
Benefit from income taxes | 25 | 22 | 186 | 145 | (60) |
Share of losses from equity method investments | (1) | (1) | (8) | (5) | 5 |
Net loss | (91) | (114) | (475) | (619) | 138 |
Net loss attributable to non-controlling interests in subsidiaries | (2) | (1) | 4 | ||
Net (loss) income | (91) | (114) | (473) | (618) | 134 |
Preferred shares dividend | (5) | ||||
Net loss attributable to the shareholders of the Company's ordinary shares | $ (96) | $ (114) | $ (483) | $ (618) | $ 134 |
Loss per share attributable to the shareholders of the Company's ordinary shares - Basic and Diluted: | |||||
Loss per share - Basic | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.72 |
Loss per share - Diluted | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.61 |
Weighted average number of shares outstanding - Basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted average number of shares outstanding - Diluted | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 37,102,120 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |
Net loss | $ (91) |
Other comprehensive loss, net of tax: | |
Change in currency translation adjustments, net of tax | (16) |
Unrealized gains on cash flow hedge, net of tax | 9 |
Other comprehensive loss, net of tax | (7) |
Comprehensive (loss) income | (98) |
Preferred shares dividend | (5) |
Comprehensive (loss) income attributable to the Company | $ (103) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net loss | $ (91) | $ (114) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 44 | 34 |
Deferred tax benefit | (26) | (22) |
Equity-based compensation | 3 | |
Release of allowance for doubtful accounts | (2) | |
Share of losses from equity-method investments | 1 | 1 |
Amortization of debt discount and debt issuance costs | 1 | 1 |
Pension contributions | (6) | (5) |
Changes in working capital, net of effects from acquisitions | ||
Accounts receivables | (189) | 6 |
Prepaid expenses and other current assets | (3) | 38 |
Due from affiliates | 9 | (4) |
Due to affiliates | 1 | |
Accounts payable, accrued expenses and other current liabilities | 93 | (43) |
Other | 10 | (5) |
Net Cash Used In Operating Activities | (154) | (114) |
Investing activities: | ||
Purchase of property and equipment | (21) | (9) |
Business acquisition, net of cash acquired | (53) | |
Net Cash Used In Investing Activities | (21) | (62) |
Financing activities: | ||
Proceeds from issuance of preferred shares | 50 | |
Proceeds from senior secured prior tranche B-2 term loans | 50 | |
Repayment of senior secured term loans | (1) | (2) |
Repayment of finance lease obligations | (2) | (2) |
Payment of lender fees and issuance costs for senior secured term loans facilities | (6) | |
Payment of offering costs | (4) | |
Capital distributions to shareholders | (1) | |
Net Cash Provided By Financing Activities | (7) | 89 |
Effect of exchange rates changes on cash, cash equivalents and restricted cash | (3) | (3) |
Net change in cash | (185) | (90) |
Cash at beginning of period | 525 | 593 |
Cash at end of period | 340 | 503 |
Supplemental cash flow information: | ||
Cash (received) paid for income taxes (net of refunds) | (1) | 2 |
Cash paid for interest (net of interest received) | 18 | 10 |
Dividend accrued on preferred shares | 5 | |
Non-cash additions for operating lease right-of-use assets | $ 11 | |
Deferred offering costs accrued during the period | $ 4 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total equity of the Company's shareholders | Shares Voting ordinary shares | Shares Non-Voting ordinary shares | Shares Profit Shares | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries | Total |
Balance at the beginning (in shares) at Dec. 31, 2018 | 36,000,000 | 800,000 | |||||||
Balance as of beginning at Dec. 31, 2018 | $ 1,652 | $ 1,802 | $ (111) | $ (39) | $ 5 | $ 1,657 | |||
Equity-based compensation | 6 | 6 | 6 | ||||||
Other comprehensive loss, net of tax | (59) | (59) | (59) | ||||||
Net loss | 134 | 134 | 4 | 138 | |||||
Balance at the end (in shares) at Dec. 31, 2019 | 36,000,000 | 0 | 800,000 | ||||||
Balance as of ending at Dec. 31, 2019 | 1,678 | $ 0 | $ 0 | $ 0 | 1,750 | 26 | (98) | 4 | 1,682 |
Equity-based compensation | 3 | 3 | 3 | ||||||
Other comprehensive loss, net of tax | (81) | (81) | (81) | ||||||
Net loss | (618) | (618) | (1) | (619) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 36,000,000 | 0 | 800,000 | ||||||
Balance as of ending at Dec. 31, 2020 | 981 | $ 0 | $ 0 | $ 0 | 1,752 | (592) | (179) | 3 | 984 |
Other comprehensive loss, net of tax | (9) | (9) | (9) | ||||||
Net loss | (114) | (114) | (114) | ||||||
Balance at the end (in shares) at Mar. 31, 2021 | 36,000,000 | 800,000 | |||||||
Balance as of ending at Mar. 31, 2021 | 858 | 1,752 | (706) | (188) | 3 | 861 | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 36,000,000 | 0 | 800,000 | ||||||
Balance as of beginning at Dec. 31, 2020 | 981 | $ 0 | $ 0 | $ 0 | 1,752 | (592) | (179) | 3 | 984 |
Dividend on preferred shares (see note - [13]) | (10) | (10) | (10) | ||||||
Equity-based compensation | 3 | 3 | 3 | ||||||
Other comprehensive loss, net of tax | 17 | 17 | 17 | ||||||
Net loss | (473) | (473) | (2) | (475) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||
Balance as of ending at Dec. 31, 2021 | 1,333 | $ 0 | $ 0 | $ 0 | 2,560 | (1,065) | (162) | 1 | 1,334 |
Dividend on preferred shares (see note - [13]) | (5) | (5) | (5) | ||||||
Equity-based compensation | 3 | 3 | 3 | ||||||
Other comprehensive loss, net of tax | (7) | (7) | (7) | ||||||
Net loss | (91) | (91) | (91) | ||||||
Balance at the end (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | ||||||
Balance as of ending at Mar. 31, 2022 | $ 1,233 | $ 2,558 | $ (1,156) | $ (169) | $ 1 | $ 1,234 |
Business Description and Basis
Business Description and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||
Business Description and Basis of Presentation | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) from EG Corporate Travel Holdings LLC (“Expedia”) on November 1, 2021, GBT issued 8,413,972 non-voting ordinary shares to Expedia and as of March 31, 2022, Amex Coop, Juweel and Expedia own approximately 40.5%, 40.5% and 19.0%, respectively, of the equity interest in GBT, excluding preferred shares, Profit Shares, MIP Shares (see note 13 — Shareholders’ Equity — Equity-Based Compensation On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing of the Business Combination, APSG was renamed as Global Business Travel Group, Inc. (“GBTG”). The Business Combination will be accounted for as a reverse recapitalization, with no assets or liabilities fair valued or any goodwill and other intangible assets recognized (see note 18 — Subsequent Events The Company has one reportable segment. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the COVID-19 pandemic began.Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume during the second half of 2021 and first quarter of 2022 as compared to the prior year / period as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The Company incurred a net loss of $91 million and had cash outflows from operations of $154 million during the three months ended March 31, 2022 compared to a net loss of $114 million and cash outflows from operations of $114 million during the three months ended March 31, 2021. As of March 31, 2022, the Company’s pro forma liquidity was over $700 million and primarily consisted of: ● $557 million of pro forma cash and cash equivalents (comprising of (i) $329 million of cash and cash equivalents as of March 31, 2022 (ii) $128 million net proceeds received upon closing of the Business Combination and (iii) $100 million of principal amount of senior secured tranche B-3 term loans borrowed in May 2022 (see note 10 — Long-term Debt and note 18 — Subsequent Events )), ● $100 million of currently undrawn commitments remaining under the senior secured tranche B-3 term loan facilities, which are available on a delayed-draw basis until mid-June 2022, subject to certain customary borrowing conditions, and ● $50 million of undrawn commitments under the senior secured revolving credit facility (subject to the satisfaction of applicable borrowing conditions and compliance with applicable covenants related to borrowings thereunder). On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the senior secured tranche B-3 term loan facilities (see note 10 — Long-term Debt — Subsequent Events The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected Business Combination transaction, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the condensed consolidated financial statements are available for issuance. Basis of Presentation The Company’s condensed consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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 condensed 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 condensed consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The Company has included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. The Company’s interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021. Use of Estimates The preparation of condensed 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 condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) on November 1, 2021 (see note 9 — Business Acquisitions The consolidated financial statements of GBT and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange. The closing of the business combination is subject to the satisfaction of customary closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG will merge with the Company and the Company is expected to become a publicly listed company. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Corporate Reorganization On December 9, 2019, the Board of Directors of GBT III B.V., a private company with limited liability organized under the laws of Netherlands and a joint venture with 50% of its voting shares held by Amex Coop and the other 50% of its voting shares held by a predecessor of Juweel, implemented a holding company reorganization in which GBT became the ultimate parent company of GBT III B.V. The shareholders of GBT III B.V. approved this reorganization whereby shareholders of GBT III B.V. ultimately became the shareholders of GBT, maintaining the same number of voting ordinary shares and ownership percentage as held in GBT III B.V. immediately prior to the reorganization. The above reorganization was accounted for as a transaction under common control. GBT recognized the assets and liabilities of GBT III B.V. at carryover basis. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen gradual improvement in its transaction volume during the second half of 2021 as compared to the prior year as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. As a result of the COVID-19 pandemic, the Company’s results of operations and cash flows for the year ended December 31, 2021, similar to the previous year, continue to be adversely impacted. The Company incurred a net loss of $475 million during the year ended December 31, 2021 and had cash outflows from operations of $512 million. In response to the COVID-19 pandemic, in 2020, the Company initiated mitigating actions to optimize efficiency and reduce costs, which included a reduction in operating expenses and non-essential capital expenditure, employee pay reductions, a reduction in workforce through voluntary and involuntary terminations of employees and facility closures. The Company continues to consider additional cost reduction measures as they become necessary. The Company also continued to access government funding in its major operating territories (including furlough income). Additionally, to strengthen and maintain its liquidity the Company, on December 2, 2021, obtained commitments for $1,000 million principal amount of senior secured new tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, establish the senior secured new tranche B-3 term loan facilities under its senior secured credit agreement, and $800 million principal amount of initial borrowings were funded on such date under the senior secured new tranche B-3 term loan facilities. The $200 million of commitments remaining under the senior secured new tranche B-3 term loan facilities are available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions (the “New Tranche B-3 DDTL Facility”). A portion of the proceeds from the initial borrowings under the senior secured new tranche B-3 term loan facilities was applied to refinance and repay in full all of the senior secured prior tranche B-1 and tranche B-2 term loans in a then- outstanding principal amount of $545 million, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment. In connection therewith, the remaining unused commitments of principal amount of $50 million under the senior secured prior tranche B-2 term loan facility was terminated (see note 15 — Long-term Debt Furthermore, the closing of the Business Combination Agreement is expected to provide a substantial amount of additional liquidity. As of December 31, 2021, the Company has a total liquidity of approximately $916 million, comprising of cash and cash equivalents of approximately $516 million, $200 million of undrawn commitments under the New Tranche B-3 DDTL Facility (subject to the satisfaction of applicable borrowing conditions), $150 million of remaining undrawn Shareholders Equity Commitments (as defined in note 20 — Shareholders’ Equity The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected business combination transaction with APSG, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the consolidated financial statements are available for issuance. |
Recently Issued accounting Pron
Recently Issued accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Recently Issued accounting Pronouncements | |
Recently Issued accounting Pronouncements | (2) Recently Issued accounting Pronouncements Accounting Pronouncements — Adopted Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the Covid-19 pandemic. During the three months ended March 31, 2022 and 2021, the Company recognized in its condensed consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $6 million and $26 million, respectively, as a reduction of expenses. As at March 31, 2022 and December 31, 2021, the Company had a receivable of $8 million and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the condensed 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 majority of this receivable is expected to be received during 2022. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 March 31, (in $ millions) 2022 2021 Travel revenue $ 256 $ 62 Products and professional services revenue 94 64 Total revenue $ 350 $ 126 Payments from clients and suppliers are generally due within 30 to 45 days of invoicing. 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 receivables, net, contract assets and contract liabilities are as follows: Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivables, net (1) (non-current) (current) Balance as of March 31, 2022 $ 554 $ (8) $ 25 Balance as of December 31, 2021 $ 375 $ (3) $ 18 (1) Accounts receivables, 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 condensed consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the three months ended March 31, 2022, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $5 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2021. Remaining Performance Obligations As of March 31, 2022, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $29 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 24 months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. | (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenues 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) Products and Professional Services Revenues 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. Year ended December 31, (in $ millions) 2021 2020 2019 Travel revenue $ 446 $ 468 $ 1,605 Products and professional services revenue 317 325 514 Total revenue $ 763 $ 793 $ 2,119 Payments from clients and suppliers are generally due within 30 to 45 days of invoicing. 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, contract assets and contract liabilities are as follows: Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivable, net (1) (non-current) (current) Balance as of December 31, 2021 $ 375 $ (3) $ 18 Balance as of December 31, 2020 $ 119 $ 9 $ 18 (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 year ended December 31, 2021, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $18 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2020. Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $34 million, of which the Company expects to recognize revenue as performance obligations are satisfied over the next 24 months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses and Other Current Assets | (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of March 31, December 31, (in $ millions) 2022 2021 Prepaid expenses $ 48 $ 42 Income tax receivable 31 32 Deferred offering costs 24 21 Value added and similar taxes receivables 14 11 Other prepayments and receivables 26 31 Prepaid expenses and other current assets $ 143 $ 137 | (6) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of December 31, (in $ millions) 2021 2020 Value added and similar taxes receivables $ 11 $ 46 Prepaid travel expenses 42 44 Income tax receivable 32 25 Deferred offering costs 21 — Other prepayments and receivables 31 11 Prepaid expenses and other current assets $ 137 $ 126 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Property and Equipment, Net | (5) Property and Equipment, Net Property and equipment, net consist of: As of March 31, December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 306 $ 304 Computer equipment 67 65 Leasehold improvements 52 52 Furniture, fixtures and other equipment 6 6 Capital projects in progress 14 9 445 436 Less: accumulated depreciation and amortization (232) (220) Property and equipment, net $ 213 $ 216 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $21 million and $19 million, respectively. Depreciation and amortization includes $14 million and $13 million of amortization related to capitalized software for internal use for the three months ended March 31, 2022 and 2021, respectively. | (7) Property and Equipment, Other Property and equipment, net consist of: As of December 31, (in $ millions) 2021 2020 Capitalized software for internal use $ 304 $ 240 Computer equipment 65 63 Leasehold improvements 52 48 Furniture, fixtures and other equipment 6 13 Capital projects in progress 9 6 436 370 Less: accumulated depreciation and amortization (220) (176) Property and equipment, net $ 216 $ 194 As of both December 31, 2021 and 2020, the Company had capital lease assets of $5 million with accumulated depreciation of $2 million and $0, respectively, included within computer equipment. Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 was $86 million, $86 million and $73 million, respectively. Depreciation and amortization include $52 million, $52 million and $48 million of amortization related to capitalized software for internal use for the years ended December 31, 2021, 2020 and 2019, respectively. Upon retirement or other disposal of property and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds received, if any, is recorded in consolidated statements of operations as gain (loss) on disposal of asset within general and administrative expense. |
Business Acquisition
Business Acquisition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | ||
Business Acquisition | (6) Business Acquisition There was no business acquisition during the three months ended March 31, 2022. Acquisition of Ovation Group On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, the “Ovation Group”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. The results of Ovation Group’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. The terms of the acquisition included contingent consideration of approximately $4 million and is subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement. The Company accrues for this expense as compensation expense. The fair value of the acquisition was allocated primarily to goodwill of $36 million, amortizing intangible assets of $29 million (corporate client relationships of $25 million and Tradenames of $4 million) and net liabilities assumed of $8 million. Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from centralized management and future growth. The acquired corporate client relationships and tradenames are being amortized over their estimated useful lives of 10 years and 5 years, respectively. The Company incurred $3 million in acquisition related costs which was expensed as incurred. The amount of revenue and net loss of the Ovation Group since the acquisition date included in the condensed consolidated statements of operations for the three month period ended March 31, 2021 was $2 million and $4 million, respectively. Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three months ended March 31, 2021 would not have been materially different to the amount of revenue and net loss presented in the condensed consolidated statements of operations for the three months ended March 31, 2021. The pro forma financial information adjusts for the effects of material business combination items primarily related to amortization of acquired intangible assets and the corresponding income tax effects. Acquisition of Egencia On November 1, 2021, the Company completed its acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $816 million. As a result, Expedia became an indirect holder of non-voting ordinary shares of GBT, which represents approximately 19% of GBT’s equity interests, excluding preferred shares, Profit Shares, MIP Options and MIP Shares. This value was determined on the basis of the estimated total enterprise value of GBT (post acquisition of Egencia) and calculated based on a multiple of Adjusted EBITDA. Such equity interest is subject to changes based on final debt/cash and working capital adjustments. The acquisition of Egencia will complement the Company’s existing business and is expected to further accelerate its growth strategy in the small-to-medium-sized enterprise sector. The Company’s preliminary purchase price allocation is based on information that is currently available. The preliminary purchase price allocations are subject to, among other items, debt/cash and working capital adjustments and further analysis of tax accounts, including deferred tax assets and liabilities. The financial results of Egencia have been included in the Company’s consolidated financial statements since the date of its acquisition. The amount of revenue and net loss of the Egencia business for the three months ended March 31, 2022 were $66 million and $28 million, respectively. Further, during the three months ended March 31, 2022, the Company made an adjustment of $2 million to Goodwill (see note 7 — Goodwill and Other Intangible Assets, Net Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three months ended March 31, 2021 would have been $148 million and $201 million, respectively. | (9) Business Acquisitions Acquisition of Ovation Group On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, the “Ovation Group”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. Ovation Group is a U.S.-based travel management company providing business travel services and meeting and special events planning across several sectors, particularly legal, financial, professional services, entertainment and media. The acquisition enhances the Company’s corporate client base, further improving the global scale and reach of its corporate travel business. The results of Ovation Group’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. The terms of the acquisition included contingent consideration of approximately $4 million and is subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement. The Company accrues for this expense as compensation expense. The fair value of the acquisition was allocated primarily to goodwill of $36 million, amortizing intangible assets of $29 million (corporate client relationships of $25 million and Tradenames of $4 million) and net liabilities assumed of $8 million. Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from centralized management and future growth. The acquired corporate client relationships and tradenames are being amortized over their estimated useful lives of 10 years and 5 years, respectively. The Company incurred $3 million in acquisition related costs over the years ended December 31, 2020 and in January 2021 which was expensed as incurred. The amount of revenue and net loss of the Ovation Group since the acquisition date included in the consolidated statements of operations for the period ended December 31, 2021 was $23 million and $16 million, respectively. Assuming an acquisition date of January 1, 2020 (i) the unaudited consolidated pro forma revenue and net loss of the Company for the year ended December 31, 2020 would have been $829 million and $637 million, respectively, and (ii) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would not have been materially different to the amount of revenue and net loss presented in the consolidated statements of operations. The pro forma financial information adjusts for the effects of material business combination items primarily related to amortization of acquired intangible assets and the corresponding income tax effects. Acquisition of Egencia On November 1, 2021, the Company completed its acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $816 million. As a result, Expedia became an indirect holder of non-voting ordinary shares of GBT, which represents approximately 19% of GBT’s equity interests, excluding preferred shares, Profit Shares, MIP Options and MIP Shares (see note 20 — Shareholders’ Equity capital adjustments. The acquisition of Egencia is expected to complement the Company’s existing business and is expected to further accelerate its growth strategy in the small-to-medium-sized enterprise segment. The Company’s preliminary purchase price allocation is based on information that is currently available, and the Company is continuing to evaluate the underlying inputs and assumptions used in the valuations, particularly for the identifiable intangible assets acquired. The preliminary purchase price allocations are subject to, among other items, working capital adjustments and further analysis of tax accounts, including deferred tax assets and liabilities. The following table reflects the Company’s preliminary fair values of the assets acquired and liabilities assumed of Egencia as of the date of the acquisition: (in $ millions) Amount Cash and cash equivalents $ 73 Accounts receivable 154 Prepaid expenses and other current assets 32 Property and equipment 58 Goodwill 307 Other intangible assets 440 Operating lease right-of-use assets 9 Deferred tax assets 21 Other non-current assets 30 Total assets 1,124 Accounts payable 56 Due to affiliates 26 Accrued expenses and other current liabilities 80 Operating lease liabilities 10 Deferred tax liabilities 134 Other non-current liabilities 2 Total liabilities 308 Purchase consideration / Net assets acquired $ 816 Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from combining operations, centralized management and future growth. A substantial portion of goodwill is expected to be deductible for income tax purposes. The fair value and amortization periods of identifiable intangible assets acquired is as follows: Fair value of Amortization acquired intangibles period (in $ millions) (in years) Corporate client relationships $ 390 $ 15 Tradenames 50 10 Acquired technology 50 5 The fair value of corporate client relationships was determined utilizing the excess earnings method of valuation, and the fair values of tradenames and acquired technology was determined utilizing the relief from royalty method. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, operating margin, income tax rates, obsolescence curves, royalty rates and discount rates. Intangible assets are being amortized over their average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The Company incurred $15 million in acquisition related costs which were expensed in the period as incurred and included in general and administrative expenses in the Company’s consolidated statements of operations, with $13 million and $2 million recognized during the years ended December 31, 2021, and 2020, respectively. The amount of revenue and net loss of the Egencia business since the acquisition date included in the consolidated statements of operations for the period ended December 31, 2021 was $33 million and $26 million, respectively. Assuming an acquisition date of January 1, 2020 (i) the unaudited consolidated pro forma revenue and net loss of the Company for the year ended December 31, 2020 would have been $960 million and $1,032 million, respectively, and (ii) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would have been $889 million and $701 million, respectively. The pro forma financial information adjusts for the effects of material business combination items, including amortization of acquired intangible assets and the reversal of Expedia’s share of hotel commission revenue recorded by Egencia in connection with a long-term hotel supply contract between the Company and Expedia, and the corresponding income tax effects. Acquisition of DER Business Travel On September 3, 2019, the Company completed the acquisition of DER Business Travel (“DER”) from DER Touristik Group, a travel management company in Europe, by acquiring its entire outstanding ordinary shares for approximately $25 million, net of cash acquired. The results of DER’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. This acquisition was part of the Company’s broader strategy to expand footprints into the small and mid-sized client segment in Germany and accelerate growth in Europe. The Company benefits from local servicing expertise whereas DER’s access to the Company’s global reach, scale and end-to-end travel and expense eco-system brings in further opportunities. The acquisition of DER was accounted for using the purchase method of accounting, recognizing assets acquired and liabilities assumed based on their fair values at the date of acquisition. The fair value of the acquisition was allocated primarily to goodwill of $26 million, amortizable intangible assets (corporate client relationships) of $11 million and net liabilities assumed of $12 million. The acquired corporate client relationships are being amortized over its estimated useful live of 10 years . The Company completed the purchase price allocation of this acquisition during the year ended December 31, 2020, with immaterial impact on goodwill. The Company incurred $2 million in acquisition related costs which was expensed as incurred. Supplemental pro-forma information is not provided, as the impact of the aforementioned acquisition did not have a material effect on the Company’s results of operations, cash flows or financial position. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 three months ended March 31, 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments 2 Currency translation adjustments (14) Balance as of March 31, 2022 $ 1,346 There were no goodwill impairment losses recorded for the three months ended March 31, 2022 and 2021 and there are no accumulated goodwill impairment losses as of March 31, 2022. The following table sets forth the Company’s other intangible assets with definite lives as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (64) $ 51 $ 115 $ (62) $ 53 Corporate client relationships 815 (209) 606 815 (189) 626 Supplier relationship 254 (194) 60 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,188 $ (470) $ 718 $ 1,188 $ (442) $ 746 Amortization expense relating to definite-lived intangible assets was $23 million and $15 million for the three months ended March 31, 2022 and 2021, respectively. | (10) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the years ended December 31, 2021 and 2020: (in $ millions) Amount Balance as of December 31, 2019 $ 1,023 Currency translation adjustments 5 Balance as of December 31, 2020 1,028 Additions (1) 343 Currency translation adjustments (13) Balance as of December 31, 2021 1,358 (1) Relates to acquisition of Ovation ( $36 million) and Egencia ($ 307 million) (see note 9 — Business Acquisitions ). There were no goodwill impairment losses recorded for the years ended December 31, 2021, 2020 and 2019 and there are no accumulated goodwill impairment losses as of December 31, 2021. The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (62) $ 53 $ 61 $ (60) $ 1 Corporate client relationships 815 (189) 626 400 (145) 255 Supplier relationship 254 (188) 66 254 (163) 91 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets, net $ 1,188 $ (442) $ 746 $ 719 $ (371) $ 348 Amortization expense relating to definite-lived intangible assets was $67 million, $62 million and $68 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the estimated amortization expense relating to definite-live intangible assets, assuming no subsequent impairment of the underlying assets, for each of the five succeeding years and periods thereafter is as follows: (in $ millions) Amount 2022 $ 93 2023 93 2024 72 2025 51 2026 50 Thereafter 387 Total $ 746 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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: As of March 31, December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 160 $ 198 Accrued operating expenses 131 147 Accrued restructuring costs (see note 9) 57 69 Client deposits 45 59 Deferred revenue 25 18 Value added and similar taxes payable 9 6 Income tax payable 7 7 Other payables 14 15 Accrued expenses and other current liabilities $ 448 $ 519 | (13) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: As of December 31, (in $ millions) 2021 2020 Accrued payroll and related costs $ 198 $ 126 Accrued operating expenses 147 120 Accrued restructuring costs (see note 14) 69 97 Client deposits 59 33 Deferred revenue 18 18 Value added and similar taxes payable 6 43 Income tax payable 7 — Other payables 15 3 Accrued expenses and other current liabilities $ 519 $ 440 |
Restructuring Charges
Restructuring Charges | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restructuring Charges. | ||
Restructuring Charges | (9) Restructuring Charges The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the three months ended March 31, 2022: (in $ millions) Employee related Facility Total Balance as of December 31, 2021 $ 64 $ 5 $ 69 Charges 2 — 2 Cash settled (13) (1) (14) Balance as of March 31, 2022 53 4 57 | (14) Restructuring Charges In order to mitigate the adverse impact on the Company’s business resulting from the COVID-19 pandemic and in order to simplify the Company’s business process and improve its operational efficiencies, in 2020, the Company initiated cost savings measures which included voluntary and involuntary terminations of employee services and facility closures. Such measures are expected to provide efficiencies and realign resources within the Company. Except for in certain jurisdictions, these restructuring activities are substantially complete and the Company does not expect additional restructuring charges associated with these activities to be significant. However, the Company continues to actively evaluate additional cost reduction efforts and should the Company make decisions in future periods to take further actions, it may incur additional restructuring charges. As a result of this, the Company incurred $14 million, $206 million and $12 million in restructuring charges, which included restructuring costs related to voluntary and involuntary employee terminations, facility closures, and other exit activities during the years ended December 31, 2021, 2020 and 2019, respectively. The table below sets forth accrued restructuring cost, included in accrued expenses and other current liabilities, for the years ended December 31, 2021, 2020 and 2019: (in $ millions) Employee related Facility Total Balance as of December 31, 2018 8 — 8 Charges 12 — 12 Cash settled (10) — (10) Balance as of December 31, 2019 10 — 10 Charges 178 28 206 Cash settled (95) (5) (99) Other non-cash (1) — (20) (20) Balance as of December 31, 2020 94 3 97 Charges, net 13 1 14 Acquired on acquisition 30 — 30 Reclassification (4) 4 — Other non-cash (1) — (1) (1) Cash settled (69) (2) (71) Balance as of December 31, 2021 $ 64 $ 5 $ 69 (1) Includes impairment of operating lease ROU assets of $1 million and $20 million for the years ended December 31, 2021 and 2020, respectively. The Company expects to pay the accrued restructuring cost, as of December 31, 2021, in the next twelve months. |
Long-term Debt
Long-term Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt.. | ||
Long-term Debt | (10) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of March 31, December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 241 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 800 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,041 1,042 Less: Unamortized debt discount and debt issuance costs (18) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 1,023 Less: Current portion of long-term debt 3 3 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of March 31, 2022 and December 31, 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of March 31, 2022 and December 31, 2021. (3) Stated interest rate of LIBOR + 2.25% as of March 31, 2022 and December 31, 2021. During the three months ended March 31, 2022, the Company repaid the contractual quarterly installment of $1 million of principal amount of senior secured initial term loans. During the three months ended March 31, 2021, the Company had borrowed $50 million principal amount of senior secured tranche B-2 term loans, which were fully repaid in December 2021. As of March 31, 2022, the Company had $200 million of unutilized commitments remaining under the senior secured tranche B-3 term loan facilities that are available on a delayed-draw basis for a six-month period after the date of such initial borrowings in December 2021, subject to certain customary borrowing conditions (“Tranche B-3 DDTL Facility”). The Company is required to pay a fee of 3.00% per annum on the actual daily unused commitments under the Tranche B-3 DDTL Facility, payable quarterly in arrears. On May 19, 2022, the Company borrowed a principal amount of $100 million of senior secured tranche B-3 term loans under the Tranche B-3 DDTL Facility. Further, on May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of the delayed draw commitments under the Tranche B-3 DDTL Facility (see note 18 — Subsequent Events At the option of Group Services B.V., a wholly owned subsidiary of GBT (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). 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 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 with APSG 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 (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. 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 both March 31, 2022 and December 31, 2021, 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 loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the three months ended March 31, 2022 was approximately 7%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, 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. 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, which, from and after the effectiveness of December 2021 amendments to the senior secured credit agreement is tested on a monthly basis. The senior secured credit agreement also contains a financial covenant applicable solely to the senior secured revolving credit facility. 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 3.25 to 1.00 as of the last day of any fiscal quarter on which 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 March 31, 2022. As of March 31, 2022, the Company was 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 March 31, 2022, no event of default existed under the senior secured credit agreement. | (15) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2021 2020 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 242 $ 244 Principal amount of senior secured prior tranche B-1 term loans (2) — 399 Principal amount of senior secured prior tranche B-2 term loans (3) — — Principal amount of senior secured new tranche B-3 term loans (Maturity – December 2026) (4) 800 — Principal amount of senior secured revolving credit facility (Maturity – August 2023) (5) — — 1,042 643 Less: Unamortized debt discount and debt issuance costs (19) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 624 Less: Current portion of long-term debt 3 7 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 617 (1) Stated interest rate of LIBOR + 2.50% as of December 31, 2021 and 2020. (2) The outstanding principal amount of senior secured prior tranche B-1 term loans were repaid in full in December 2021. See discussion below. (3) The outstanding principal amount of senior secured prior tranche B-2 term loans were repaid in full in December 2021. See discussion below. (4) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of December 31, 2021. (5) Stated interest rate of LIBOR + 2.25% as of December 31, 2021 and 2020. On August 13, 2018, certain of GBT’s subsidiaries entered into a senior secured credit agreement, dated as of August 13, 2018 (as amended from time to time, the “senior secured credit agreement”), by and among GBT Group Services B.V., a wholly owned subsidiary of GBT (the “Borrower”), GBT III B.V., as the original parent guarantor, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for: (i) a principal amount of $250 million senior secured initial term loan facility for general corporate purposes, fully drawn on the closing date, maturing on August 13, 2025, issued at a discount of 0.25% and which requires quarterly installments payable of 0.25% of the principal amount and (ii) a $50 million senior secured revolving credit facility for general corporate purposes maturing on August 13, 2023. The interest rate per annum applicable to (a) the senior secured initial term loans is based on, at the election of the Borrower, LIBOR (as selected by the Borrower for designated interest periods) plus 2.50% or the base rate (as defined in the senior secured credit agreement) plus 1.50% and (b) the borrowings under the senior secured revolving credit facility is based on, at the election of the Borrower, LIBOR (as selected by the Borrower for designated interest periods) plus 2.25% or the base rate plus 1.25%. The Company elects to pay interest on outstanding loans under such facilities based on LIBOR. In December 2019, the senior secured credit agreement was modified to, among other things, permit certain internal reorganization transactions and add GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, as the parent guarantor. On September 4, 2020, a new $400 million principal amount of senior secured tranche B-1 incremental term loan facility was obtained for general corporate purposes under the senior secured credit agreement, which was drawn in full on that date, and certain covenants and certain other terms of the senior secured credit agreement were amended. The senior secured prior tranche B-1 term loans (i) were to mature on August 13, 2025, (ii) were issued at a discount of 3.00% and (iii) required quarterly installments payable of 0.25% of the principal amount that commenced on December 31, 2020. The senior secured prior tranche B-1 term loans carried interest at a per annum rate equal to the applicable margin, plus, at the election of the Borrower, either (1) adjusted LIBOR (as selected by the Borrower for designated interest periods, subject to a 1.00% LIBOR “floor”) or (2) the base rate (as defined in the credit agreement). The applicable margin for the senior secured prior tranche B-1 term loans initially was set at 6.50% per annum for LIBOR loans and 5.50% per annum for base rate loans, and such interest rate margin was modified in January 2021 to be based on a pricing grid that varies with the total net leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 6.25% to 7.00% per annum for LIBOR loans and 5.25% to 6.00% per annum for base rate loans. The Company paid interest on such loans based on LIBOR. As discussed further below, on December 16, 2021, the Company repaid the outstanding principal amount of the senior secured prior tranche B-1 term loan facility in full and such facility was terminated. On January 20, 2021, the senior secured credit agreement was further amended to, among other things, (i) establish a new $200 million principal amount of senior secured tranche B-2 delayed-draw incremental term loan facility, (ii) modify certain terms applicable to the senior secured prior tranche B-2 term loans, and (iii) amend certain covenants and certain other terms of the senior secured credit agreement. The senior secured prior tranche B-2 term loan facility was available on a delayed-draw basis, with $50 million of loans thereunder permitted to be borrowed in each quarter in 2021, subject to certain conditions, including a requirement that, with each such borrowing, equity investments in an amount equal to the amount of such borrowing shall have been funded in GBT under the Shareholders Equity Commitments (see note 20 — Shareholders’ Equity On December 2, 2021, the Borrower obtained commitments for $1,000 million principal amount of senior secured new tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, (i) establish the senior secured new tranche B-3 term loan facilities under the senior secured credit agreement and (ii) amend certain covenants and certain other terms of the senior secured credit agreement. Initial borrowings in a principal amount of $800 million were funded on such date under the senior secured new tranche B-3 term loan facilities. The $200 million of commitments remaining under the senior secured new tranche B-3 term loan facilities are available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions (“New Tranche B-3 DDTL Facility”). The senior secured new tranche B-3 term loan facilities (i) mature on December 16, 2026 and (ii) do not have any scheduled amortization payments prior to maturity (however, certain mandatory prepayment provisions in the senior secured credit agreement apply to such facilities, as described below). Loans outstanding under the senior secured new tranche B-3 term loan facilities accrue interest at a variable interest rate based on either LIBOR or the “base rate” (as defined in the senior secured credit agreement), plus an applicable margin (subject to a 1.00% LIBOR floor). For any period for which accrued interest is paid in cash, the applicable margin for loans under the senior secured new tranche B-3 term loan facilities is initially 6.50% per annum for LIBOR loans and 5.50% per annum for base rate loans and, commencing with the test period ending December 31, 2022, will vary with the total leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 5.00% to 6.50% per annum for LIBOR loans and 4.00% to 5.50% per annum for base rate loans. Until December 16, 2023, the Borrower will have the option to pay accrued interest on loans under the senior secured new tranche B-3 term loan facilities at a rate equal to (i) LIBOR (with a 1.00% LIBOR floor) plus 4.00% per annum with respect to the portion required to be paid in cash plus (ii) 4.00% per annum with respect to the portion paid in kind by adding such interest to the principal amount of the loans. The Borrower paid $15 million of upfront fees for the commitments of the lenders under the senior secured new tranche B-3 term loan facilities. The Borrower is required to pay a fee of 3.00% per annum on the actual daily unused commitments under the New Tranche B-3 DDTL Facility, payable quarterly in arrears. Voluntary prepayments and debt incurrence-related mandatory prepayments of the senior secured new tranche B-3 term loans are subject to the prepayment premiums as set forth in the senior secured credit agreement. On December 16, 2021, a portion of the proceeds from the initial borrowings under the senior secured new tranche B-3 term loan facilities was applied to refinance and repay in full the outstanding principal amount of senior secured prior tranche B-1 and tranche B-2 term loans, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment, resulting in loss on early extinguishment of debt of $49 million. The balance of the proceeds from such initial borrowings and amounts available to be borrowed under the New Tranche B- 3 DDTL Facility may be used for transaction fees and costs and other general corporate purposes. At the option of 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). 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 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 with APSG 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 (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. 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 both December 31, 2021 and 2020, 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 loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the year ended December 31, 2021 was approximately 7%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, 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 (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. 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, which, from and after the effectiveness of December 2021 amendments to the senior secured credit agreement is tested on a monthly basis. The senior secured credit agreement also contains a financial covenant applicable solely to the senior secured revolving credit facility. 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 3.25 to 1.00 as of the last day of any fiscal quarter on which 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 December 31, 2021. As of December 31, 2021, the Company was 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 December 31, 2021, no event of default existed under the senior secured credit agreement. Amortization of Debt Discount and Debt Issuance Costs The Company had total unamortized debt discount and debt issuance costs of $19 million as of both December 31, 2021 and 2020, in relation to the senior secured term loans, which are presented as a deduction from the outstanding principal amount of senior secured term loans. The debt discount and debt issuance costs are amortized over the term of the related debt into earnings as part of the interest expense in the consolidated statements of operations. The changes in total unamortized debt discount and debt issuance costs is summarized below: As of December 31, (in $ millions) 2021 2020 2019 Beginning balance $ 19 $ 10 12 Capitalized during the year 18 12 — Amortized/written-off during the year (18) (3) (2) Closing balance $ 19 $ 19 10 During the years ended December 31, 2021, 2020 and 2019, the Company amortized $5 million, $3 million and $2 million, respectively, of debt discount and debt issuance costs. Further, during the year ended December 31, 2021, $13 million of unamortized debt discount and debt issuance costs were written off as loss on extinguishment of debt upon the early repayment of outstanding principal amounts of senior secured prior tranche B-1 and tranche B-2 term loans as discussed above. Debt Maturities Aggregate maturities of debt as of December 31, 2021 are as follows: (in $ millions) Amount Year ending December 31, 2022 $ 3 2023 3 2024 3 2025 233 2026 800 1,042 Less: Unamortized debt discount and debt issuance costs (19) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,023 |
Commitments and Contingencies_4
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 March 31, 2022, the Company had approximately $206 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $71 million relates to the twelve months ending March 31, 2023. These purchase commitments extend through 2026. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 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 condensed consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred 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. | (18) 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 December 31, 2021, the Company had approximately $218 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $68 million relates to the year ending December 31, 2022. These purchase commitments extend through 2025. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 million as of December 31, 2021. 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 financial statements. Legal Contingencies The Company recognizes legal fees as incurred 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. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | (12) Equity-Based Compensation The Company has an equity-based long-term management incentive plan (the “Plan”), the GBT JerseyCo Limited Amended and Restated Management Incentive Plan, originally adopted on June 30, 2014 and most recently amended and restated on December 2, 2021 under which options to purchase a class of GBT shares (referred to as “MIP Shares”) are generally granted to key management employees and certain directors of the Company. As of March 31, 2022, approximately 4.8 million MIP Shares were reserved for issuance under the Plan. Any MIP Shares issued under the Plan (i) will be non-voting; (ii) will entitle the holder thereof to proportionally share profits of the Company in accordance with separate allocation and distribution provisions set forth under the amended and restated shareholders agreement between Amex Coop and Juweel (the “Shareholders Agreement”); and (iii) will entitle the holder thereof to receive dividends declared on MIP Shares issued under the Plan, from time to time in accordance with allocation and distribution provisions set forth in the Shareholders Agreement. As a general matter, neither the options granted nor any MIP Shares issued under the Plan will be entitled to share in any profits or capital of GBT until certain thresholds of distributions to Amex Coop and Juweel have been satisfied. Under the current terms, neither the options granted nor any MIP Shares issued under the Plan will trade or be listed on any stock exchange. As of March 31, 2022, no MIP Shares were issued and outstanding under the Plan. Under the Plan, the Company grants options to purchase MIP Shares to employees, which generally vest in three to five equal installments on each anniversary of the grant date. The options have a contractual life of ten years from the grant date. There are no performance conditions associated with the vesting of the options. The exercise price of options granted under the plan is 100% of the fair market value of the shares subject to the award, determined as of the date of grant, or such higher amount as the compensation committee may determine in connection with the grant. The Black Scholes model is used to determine the weighted average fair value of the options. A market and income approach is used to determine the enterprise fair value of the Company. The equity fair value is then allocated to the options. There were no new grants or any forfeitures Total equity-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 amount to $3 million and $0, respectively, and is included within general and administrative expense on the condensed consolidated statements of operations. The Company expects compensation expense, related to unvested stock options, of approximately $32 million to be recognized over the remaining weighted average period of 2.7 years. Upon the closing of Business Combination as discussed in note 1 — Business Description and Basis of Presentation | (19) Equity-Based Compensation The Company has an equity-based long-term management incentive plan (the “Plan”), the GBT JerseyCo Limited Amended and Restated Management Incentive Plan, originally adopted on June 30, 2014 and most recently amended and restated on December 2, 2021 under which options to purchase a class of GBT shares (referred to as “MIP Shares”) are generally granted to key management employees and certain directors of the Company. As of December 31, 2021, approximately 4.8 million MIP Shares were reserved for issuance under the Plan. Any MIP Shares issued under the Plan (i) will be non-voting; (ii) will entitle the holder thereof to proportionally share profits of the Company in accordance with separate allocation and distribution provisions set forth under the amended and restated shareholders agreement between Amex Coop and Juweel (the “Shareholders Agreement”); and (iii) will entitle the holder thereof to receive dividends declared on MIP Shares issued under the Plan, from time to time in accordance with allocation and distribution provisions set forth in the Shareholders Agreement. As a general matter, neither the options granted nor any MIP Shares issued under the Plan will be entitled to share in any profits or capital of GBT until certain thresholds of distributions to Amex Coop and Juweel have been satisfied. Under the current terms, neither the options granted nor any MIP Shares issued under the Plan will trade or be listed on any stock exchange. As of December 31, 2021, no MIP Shares were issued and outstanding under the Plan. Under the Plan, the Company grants options to purchase MIP Shares to employees, which generally vest in three to five equal installments on each anniversary of the grant date. The options have a contractual life of ten years from the grant date. There are no performance conditions associated with the vesting of the options. The exercise price of options granted under the plan is 100% of the fair market value of the shares subject to the award, determined as of the date of grant, or such higher amount as the compensation committee may determine in connection with the grant. The Black Scholes model is used to determine the weighted average fair value of the options. A market and income approach is used to determine the enterprise fair value of the Company. The equity fair value is then allocated to the options. The table below presents the activity of the Company’s options granted under the Plan for the year ended December 31, 2021: Weighted Weighted average Number of average exercise remaining Aggregate intrinsic options price per share contractual term value (in $ millions) Balance as of December 31, 2020 2,994,600 $ 58.30 Granted 1,272,515 $ 87.85 Forfeited (52,267) $ 68.26 Exercised (1) (41,400) $ 55.49 Balance as of December 31, 2021 4,173,448 $ 67.22 Exercisable as of December 31, 2021 2,624,873 $ 55.93 4.8 years 84 Expected to vest as of December 31, 2021 1,548,575 9.5 years 3 (1) During the year ended December 31, 2021, 41,400 vested MIP Options were exercised and net settled in cash for $1 million. The key assumptions used in the valuation of the options granted in 2021 and 2019 are presented in the table below. There were no options granted in 2020. Assumption 2021 2019 Annual risk-free interest rate 1.15 % 1.75 % Equity volatility 29 % 25 % Expected average life of options 6 years 2 years Dividend yield 0 % 0 % The annual risk-free interest rate is determined by considering the U.S. treasury yield risk-free interest rate that corresponds with the expected term of the award. The expected volatility has been determined by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the awards. The expected term is based on the average period the stock- based awards are expected to remain outstanding. Dividend yield of zero was determined as the Company currently does not pay any dividend. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 amount to $3 million, $3 million and $6 million, respectively, and is included within general and administrative expense on the consolidated statements of operations. The Company expects compensation expense, related to unvested stock options, of approximately $35 million to be recognized over the remaining weighted average period of 3 years. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity | ||
Shareholders' Equity | (13) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended later to August 2022. As of March 31, 2022, the Company has an amount of $150 million available under Shareholders Equity Commitments that can be drawn at a future date until the earlier of August 2022 and closing of the Business Combination. The Shareholders Equity Commitments will terminate on closing of the Business Combination. The following classes of GBT shares were issued and outstanding as of March 31, 2022: Preferred Shares: There was no issuance of preferred shares during the three months ended March 31, 2022; however, the Company accrued a dividend of $5 million, for the three months ended March 31, 2022, on the outstanding balance of preferred shares. During the three months ended March 31, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT were issued to the ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon (see note 18 — Subsequent Events Voting Ordinary Shares: issued Non-Voting Ordinary Shares: issued Profit Shares issued outstanding MIP Shares — Equity-based Compensation Upon closing of the Business Combination on May 27, 2022, GBT’s authorized, issued and outstanding shares was changed (see note 18 — Subsequent Events Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the three months ended March 31, 2022 and 2021, the Company paid cash of $0 and $1 million, respectively, in relation to accrued capital distribution to cover certain administrative costs of its shareholders. See the discussion above for dividends on preferred shares accrued during the three months ended March 31, 2022. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or shares issued thereof) holders without the consent of such option (or shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of any change in the capitalization of the Company. 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, 2021 $ (38) $ (128) $ 4 $ (162) Net changes during the period, net of tax benefit, $0 (16) — 9 (7) Balance as of March 31, 2022 $ (54) $ (128) $ 13 $ (169) 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, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (9) — — (9) Balance as of March 31, 2021 $ (32) $ (160) $ 4 $ (188) | (20) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended to August 2022 in connection with the $200 million senior secured prior tranche B-2 term loan facility that was established in January 2021 (see note 15 — Long- term Debt On November 1, 2021, concurrently with the completion of the Egencia acquisition (see note 9 — Business Acquisitions The following classes of GBT shares were issued and outstanding as of December 31, 2021: Preferred Shares: During the year ended December 31, 2021, GBT issued 1.5 million preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $150 million, under the above Shareholders Equity Commitments. During the year ended December 31, 2021, the Company accrued a dividend of $10 million on such preferred shares. As the preferred shares of GBT were issued to the current ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Voting Ordinary Shares: Non-Voting Ordinary Shares: Profit Shares MIP Shares Equity-Based Compensation Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the year ended December 31, 2019, the Company made capital distributions of $56 million to its shareholders for the anticipated taxes due on the allocable share of the Company’s profits. There were no such capital distributions to the shareholders for the anticipated taxes for the years ended December 31, 2021 and 2020. Further, for each of the years ended December 31, 2020 and 2019, the Company made capital distributions of $1 million to cover certain administrative costs of its shareholders. There was no such capital distribution to cover administrative costs of the shareholders for the year ended December 31, 2021. See the discussion above for dividends on preferred shares accrued during the year ended December 31, 2021. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or MIP Shares issued thereof) holders without the consent of such option (or MIP Shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of certain changes in the capitalization of the Company. 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. Accumulated other comprehensive loss, net of tax, consisted of: Currency Defined Unrealized gain on Total accumulated translation benefit plan hedge of investments other (in $ millions) adjustments related in foreign subsidiary comprehensive loss Balance as of December 31, 2018 (17) (26) 4 (39) Net changes during the year, net of tax benefit (1) (4) (55) — (59) Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $( 10) million, $15 million and $12 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to actuarial losses and prior service costs is included as component of net periodic pension benefit (cost) included within other income (expense), net, in the Company’s consolidated statements of operations. |
Loss per share
Loss per share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Loss per share | (14) Loss per share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) available to the Company by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. For each of the three months ended March 31, 2022 and 2021, the Company had less than 1 million of share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted earnings per share as their inclusion would have been antidilutive, as the Company had incurred a loss during the periods. | (21) (Loss) Earnings per share The following table reconciles the numerators and denominators used in the computation of basic and diluted (loss) earnings per share from continuing operations: Year ended December 31, (in $ millions, except share and per share data) 2021 2020 2019 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income / Net (loss) income from continuing operations $ (475) $ (619) $ 138 Net loss (income) attributable to non-controlling interests in subsidiaries 2 1 (4) Preferred shares dividend (10) — — Net (loss) income / Net (loss) income from continuing operations attributable to the shareholders of the Company’s ordinary shares $ (483) $ (618) $ 134 Denominator – Basic (loss) earnings per share: Weighted average ordinary shares outstanding 37,406,171 36,000,000 36,000,000 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic $ (12.91) $ (17.18) $ 3.72 Denominator – Diluted (loss) earnings per share: Number of ordinary shares used for basic (loss) earnings per share from continuing operations 37,406,171 36,000,000 36,000,000 Weighted average effect of dilutive securities Stock options — — 1,102,120 Weighted average ordinary shares outstanding 37,406,171 36,000,000 37,102,120 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted $ (12.91) $ (17.18) $ 3.61 Basic (loss) earnings per share is based on the weighted average number of ordinary shares outstanding during each period. Diluted (loss) earnings per share is based on the weighted average number of ordinary shares outstanding and the effect of all dilutive share equivalents during each period. For the year ended December 31, 2021, the Company has less than 1 million of weighted average share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted earnings per share as their inclusion would have been antidilutive, as the Company had incurred loss during the year. |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | (15) Derivatives and Hedging The Company is subject to market risk exposure arising from changes in interest rates on its term loan, which bears interest at a rate that is based on three-months LIBOR. In order to protect against potential higher interest costs resulting from anticipated increases in LIBOR, in February, 2022, the Borrower entered into an interest rate swap contract that fix the interest rate. The Company’s objective in using an interest rate swap derivative is to mitigate its exposure to increase / variability in LIBOR interest rates. The table below sets out the key terms of the interest rate swap: Notional amount (in $ millions) Period Fixed Interest rate $600 March 2022 to March 2025 2.0725% For a portion of its debt, the interest rate swap fixes the variable component of the Company’s interest expense at 2.0725%. The interest rate swap has been designated as a cash flow hedge and is highly effective at offsetting the increases in cash outflows when three-month LIBOR exceeds 2.0725%. Changes in the fair value of the interest rate swap, net of tax, are recognized in other comprehensive income and are reclassified out of accumulated other comprehensive income (loss) and into interest expense when the hedged interest obligations affect earnings. |
Fair Value Measurements_2_3
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Fair Value Measurements | (16) 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 March 31, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — Presented below is a summary of the gross fair value of the Company’s derivative contract, which have been designated as hedging instrument, recorded on the condensed consolidated balance sheets at fair value. As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — 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 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: As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. | (22) Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Pension plan assets — see note 16 — Employee Benefit Plans Assets that are Measured at Fair Value on a Non-recurring Basis Assets that are required to be measured at fair value on a non-recurring basis include goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets. The Company’s impairment review of goodwill is performed annually on December 31 each year. In addition, goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets are reviewed for impairment if events and circumstances indicate that their carrying amounts may not be recoverable. The Company identified the on-going impact of the COVID-19 pandemic on its current and projected future results of operations as a triggering event requiring quantitative assessment of its property and equipment, equity-method investments, operating lease ROU assets and other intangible assets in 2021. The Company utilized level 3 inputs based on management’s best estimates and assumptions in performing its quantitative assessment. The Company determined that, except for certain equity method investments (see note 8 — Equity Method Investments Other Financial Instruments 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 their fair value due to the short-term maturities of these assets and liabilities. The fair value of the Company’s senior secured initial term loans was determined by considering their fair value based on quoted prices for identical debt instruments when traded as assets and is categorized within Level 2 of the fair value hierarchy. The fair values of the Company’s senior secured prior tranche B-2 term loans and senior secured new tranche B-3 term loans were deemed to be their issuance cost due to a short period of time lapsed since their issuance. The fair values of the Company’s outstanding senior secured term loans are as follows: As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTIES | ||
Related Party Transactions | (17) 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. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of less than $1 million were incurred for each of the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, the Company had $5.0 million and $4.4 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $5 million and $2 million in charges from affiliates of Amex Coop for the three months ended March 31, 2022 and 2021, respectively. Revenues also include income from affiliates of Amex Coop for approximately $5 million and $4 million for the three months ended March 31, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of March 31, 2022 and December 31, 2021, were $18 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $4 million and $15 million as of March 31, 2022 and December 31, 2021, respectively. In anticipation of, and effective upon, the closing of the Business Combination, the parties agreed to amend the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $ 2 million as of both March 31, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.9 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBT, has entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBT the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non-assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBT’s publicly listed entity and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement will also provide GBT’s publicly listed entity 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. Shareholders Agreement GBT has entered into a shareholders’ agreement with its shareholders, which has been amended and restated from time-to-time. The shareholders’ agreement contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of GBT shares. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia An affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $19 million for the three months ended March 31, 2022 and the Company had $9 million and $4 million receivable from the affiliate of Expedia as of March 31, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. For the three months ended March 31, 2022, the total cost charged to the Company was approximately $11 million that was included in the Company’s consolidated statements of operations and as of March 31, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $11 million and $8 million, respectively. Further, as of March 31, 2022 and December 31, 2021, Egencia had a net payable of $4 million and $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and as Expedia collected cash on behalf of Egencia for several of Egencia’s transactions during the three months ended March 31, 2022. | (23) 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. Advisory Services Agreement On March 2, 2016, the Company entered into an advisory services agreement with Certares Management Corp. (“Certares”), an indirect equity owner of the Company, pursuant to which Certares agreed to provide certain advisory services to the Company for which fees of approximately $2.5 million were incurred for each of the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, the Company had $4.4 million and $2.0 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the consummation of the Business Combination Agreement. Commercial Agreements In June 2014, in connection with, and as part of, the formation of the Company, GBT III B.V. entered into a series of commercial arrangements on an arm’s-length basis with affiliates of Amex Coop. These arrangements included, among other things, affiliates of Amex Coop’s oversight of certain legal compliance functions of the Company’s business, services in support of the affiliates of Amex Coop’s consumer services and consumer travel businesses, including the Company’s support of certain affiliates of Amex Coop’s partnerships and the parties’ joint negotiation with travel suppliers, American Express card acceptance by the Company as an American Express card merchant, the strategic relationship between the Company and affiliates of Amex Coop’s corporate payments/commercial services business, including lead generation, joint client services and product development, and data sharing, the provision of business travel and meetings and events services by the Company to affiliates of Amex Coop’s, the provision of corporate payments services by the affiliates of Amex Coop’s to the Company and participation in the American Express Membership Rewards Program for the provision of bonus points to qualifying clients of the Company. Subsequent to reorganization in 2019, certain of these contracts were assigned to GBT. In anticipation of, and effective upon, the consummation of the business combination with APSG, the parties agreed to amend the terms of certain of these commercial arrangements. In respect of the above agreements, included in the operating costs are costs of approximately $10 million, $12 million and $34 million in charges from affiliates of Amex Coop for the years ended December 31, 2021, 2020 and 2019, respectively. Revenues also include income from affiliates of Amex Coop for approximately $19 million, $21 million and $23 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2021 and 2020, were $16 million and $4 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $15 million as of both December 31, 2021 and 2020. Apart from above, there are certain tax indemnity (see note 4 — Income Taxes License of American Express Marks In June 2014, in connection with, and as part of, the formation of the Company, GBT US LLC, a wholly- owned subsidiary of GBT, entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license for GBT US, GBT III B.V., all wholly-owned subsidiaries of GBT III B.V. and other permitted sublicensees to license the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year Shareholders Agreement On June 30, 2014, GBT entered into a shareholders agreement with its then shareholders American Express and a predecessor of Juweel, which contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of our shares. On December 10, 2019, in connection with an internal restructuring of GBT, the original shareholders agreement was superseded, and affiliates of Amex Coop., Juweel and GBT entered into a new shareholders agreement. The new shareholders agreement was further amended and restated on March 15, 2021, to, among other things, provide for GBT preferred shares and amend and restate certain other rights and obligations with respect to the GBT capital stock and GBT, and was further amended and restated on November 1, 2021, in connection with the acquisition of Egencia. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia In connection with the acquisition of Egencia, on November 1, 2021, an affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group hotel content (the “EPS Agreement”). The EPS Agreement requires an affiliate of Expedia to meet certain competitiveness thresholds with respect to the Expedia group hotel content offered to GBT and requires GBT to satisfy certain share of wallet commitments to the affiliate of Expedia (including the making of cash shortfall payments in the event of share of wallet failure, subject to offset based on outperformance by GBT in subsequent periods). The GBT’s share of wallet obligations are subject to adjustment for future acquisitions and dispositions and the failure of the affiliate of Expedia to meet agreed competitiveness thresholds. As a result of the above agreement, the Company recognized revenue of $8 million for the period ended December 31, 2021 and as of December 31, 2021, the Company had a $4 million receivable from the affiliate of Expedia. As part of the Egencia acquisition, on November 1, 2021, GBT UK entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. The initial term of the Egencia TSA is 18 months. The initial term of each service is set forth in the Egencia TSA, and the term of certain services is subject to extension under certain circumstances. GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc. For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in the same manner as pricing for such services was historically determined by Expedia, Inc. For services that were not provided by Expedia, Inc. to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services. For the period ended December 31, 2021, the total cost charged to the Company was approximately $8 million that was included in the Company’s consolidated statements of operations and as of December 31, 2021 the Company had a payable to Expedia Inc. of $8 million. As of November 1, 2021, the date the Egencia acquisition was consummated, Egencia had a balance payable to Expedia of $26 million on account of pre-acquisition transactions between Egencia and Expedia. Further, pending completion of transition of several processes, Expedia collected cash on behalf of Egencia for several of Egencia’s transactions. As a result, as of December 31, 2021, Egencia had a net payable of $16 million to Expedia. |
Subsequent Events_2_3
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
Subsequent Events | (18) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through June 3, 2022, the date the condensed consolidated financial statements as of and for the three months ended March 31, 2022 were available for issuance. Borrowings under the senior secured credit agreement On May 19, 2022, the Company borrowed a principal amount of $100 million of senior secured tranche B-3 term loans under the $200 million of delayed draw commitments that were established under the Tranche B-3 DDTL Facility. On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the Tranche B-3 DDTL facility. It is expected that the funding of such requested borrowing will be completed on June 9, 2022, subject to certain customary borrowing conditions. Closing of Business Combination with APSG The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG was renamed as Global Business Travel Group, Inc. and GBT became a directly subsidiary of GBTG. The Business Combination will be accounted for as a reverse recapitalization, with no asset or liability fair valued or any goodwill and other intangible assets recognized. At the closing of the Business Combination: ● GBT’s class of shares changed and the new shares comprised of: (i) A ordinary shares (ii) B ordinary shares (iii) C Ordinary shares and (iv) Z ordinary shares. The existing GBT shares were converted to new shares based on a conversion ratio as determined under the Business Combination Agreement. ● GBT issued and sold to GBTG/APSG, and GBTG/APSG subscribed for and purchased from GBT, (i) 56,945,033 number of A ordinary shares of GBT equal to the number of shares of GBTG/APSG class A common stock and (ii) a Z ordinary share of GBT, and after considering payment of certain transaction expenses and redemption of preferred shares of $168 million (including accrued dividends until the date of closing), GBT received net proceeds of $128 million upon closing of the Business Combination. ● GBTG/APSG issued and sold to GBT, and GBT subscribed for and purchased from GBTG/APSG, 394,448,481 shares of GBTG/APSG’s class B common stock equal to the total number of B ordinary shares of GBT issued in connection with the Business Combination Agreement, and GBT paid to GBTG/APSG the par value amount per share for such share subscription. ● Juweel, Expedia and Amex Coop (together the “Continuing JerseyCo Owners”) and GBT entered into a class B common stock distribution agreement pursuant to which GBT distributed to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner accepted from GBT, the shares of class B common stock that GBT acquired in connection with the GBTG/APSG subscription of such shares as discussed above, in partial consideration for the redemption and cancellation of the existing GBT ordinary shares held by the Continuing JerseyCo Owners. Upon such distribution and exchange, GBT’s existing voting, non-voting and profit shares were cancelled. ● Holders of GBT ordinary shares, profit shares, MIP shares and GBT MIP Options were granted an aggregate of 15,000,000 C ordinary shares, that were allocated among such holders on a pro rata basis. C ordinary shares are “earnout” shares and vest as follows: ● One -half, if the volume-weighted average price (“VWAP”) of class A common stock of GBTG is greater than or equal to $12.50 per share for any 20 trading days within a period of 30 consecutive trading days ● One -half, if the VWAP of class A common stock of GBTG is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days To the extent that either of the aforementioned triggering events do not occur within the five year vesting period, such shares will be forfeited and terminated. As a result, after the closing of the Business Combination transaction, GBT had 56,945,033 A ordinary shares, 394,448,481 B ordinary shares and one Z ordinary issued outstanding | (25) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through March 21, 2022, the date the consolidated financial statements as of and for the year ended December 31, 2021 were available for issuance. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contracts with Customers | ||
Schedule of disaggregation of revenue | Three months ended March 31, (in $ millions) 2022 2021 Travel revenue $ 256 $ 62 Products and professional services revenue 94 64 Total revenue $ 350 $ 126 | Year ended December 31, (in $ millions) 2021 2020 2019 Travel revenue $ 446 $ 468 $ 1,605 Products and professional services revenue 317 325 514 Total revenue $ 763 $ 793 $ 2,119 |
Schedule of accounts receivables, net, contract assets and contract liabilities | Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivables, net (1) (non-current) (current) Balance as of March 31, 2022 $ 554 $ (8) $ 25 Balance as of December 31, 2021 $ 375 $ (3) $ 18 (1) Accounts receivables, net, exclude balances not related to contracts with customers. | Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivable, net (1) (non-current) (current) Balance as of December 31, 2021 $ 375 $ (3) $ 18 Balance as of December 31, 2020 $ 119 $ 9 $ 18 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses and Other Current Assets | As of March 31, December 31, (in $ millions) 2022 2021 Prepaid expenses $ 48 $ 42 Income tax receivable 31 32 Deferred offering costs 24 21 Value added and similar taxes receivables 14 11 Other prepayments and receivables 26 31 Prepaid expenses and other current assets $ 143 $ 137 | As of December 31, (in $ millions) 2021 2020 Value added and similar taxes receivables $ 11 $ 46 Prepaid travel expenses 42 44 Income tax receivable 32 25 Deferred offering costs 21 — Other prepayments and receivables 31 11 Prepaid expenses and other current assets $ 137 $ 126 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Schedule of property and equipment, net | As of March 31, December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 306 $ 304 Computer equipment 67 65 Leasehold improvements 52 52 Furniture, fixtures and other equipment 6 6 Capital projects in progress 14 9 445 436 Less: accumulated depreciation and amortization (232) (220) Property and equipment, net $ 213 $ 216 | As of December 31, (in $ millions) 2021 2020 Capitalized software for internal use $ 304 $ 240 Computer equipment 65 63 Leasehold improvements 52 48 Furniture, fixtures and other equipment 6 13 Capital projects in progress 9 6 436 370 Less: accumulated depreciation and amortization (220) (176) Property and equipment, net $ 216 $ 194 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Other Intangible Assets, Net | ||
Schedule of changes in goodwill | The following table sets forth changes in goodwill during the three months ended March 31, 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments 2 Currency translation adjustments (14) Balance as of March 31, 2022 $ 1,346 | The following table sets forth changes in goodwill during the years ended December 31, 2021 and 2020: (in $ millions) Amount Balance as of December 31, 2019 $ 1,023 Currency translation adjustments 5 Balance as of December 31, 2020 1,028 Additions (1) 343 Currency translation adjustments (13) Balance as of December 31, 2021 1,358 (1) Relates to acquisition of Ovation ( $36 million) and Egencia ($ 307 million) (see note 9 — Business Acquisitions ). |
Schedule of other intangible assets with definite lives | March 31, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (64) $ 51 $ 115 $ (62) $ 53 Corporate client relationships 815 (209) 606 815 (189) 626 Supplier relationship 254 (194) 60 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,188 $ (470) $ 718 $ 1,188 $ (442) $ 746 | The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (62) $ 53 $ 61 $ (60) $ 1 Corporate client relationships 815 (189) 626 400 (145) 255 Supplier relationship 254 (188) 66 254 (163) 91 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets, net $ 1,188 $ (442) $ 746 $ 719 $ (371) $ 348 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | As of March 31, December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 160 $ 198 Accrued operating expenses 131 147 Accrued restructuring costs (see note 9) 57 69 Client deposits 45 59 Deferred revenue 25 18 Value added and similar taxes payable 9 6 Income tax payable 7 7 Other payables 14 15 Accrued expenses and other current liabilities $ 448 $ 519 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restructuring Charges. | ||
Schedule of accrued restructuring cost | The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the three months ended March 31, 2022: (in $ millions) Employee related Facility Total Balance as of December 31, 2021 $ 64 $ 5 $ 69 Charges 2 — 2 Cash settled (13) (1) (14) Balance as of March 31, 2022 53 4 57 | The table below sets forth accrued restructuring cost, included in accrued expenses and other current liabilities, for the years ended December 31, 2021, 2020 and 2019: (in $ millions) Employee related Facility Total Balance as of December 31, 2018 8 — 8 Charges 12 — 12 Cash settled (10) — (10) Balance as of December 31, 2019 10 — 10 Charges 178 28 206 Cash settled (95) (5) (99) Other non-cash (1) — (20) (20) Balance as of December 31, 2020 94 3 97 Charges, net 13 1 14 Acquired on acquisition 30 — 30 Reclassification (4) 4 — Other non-cash (1) — (1) (1) Cash settled (69) (2) (71) Balance as of December 31, 2021 $ 64 $ 5 $ 69 (1) Includes impairment of operating lease ROU assets of $1 million and $20 million for the years ended December 31, 2021 and 2020, respectively. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt.. | ||
Schedule of outstanding amount of long-term debt | As of March 31, December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 241 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 800 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,041 1,042 Less: Unamortized debt discount and debt issuance costs (18) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 1,023 Less: Current portion of long-term debt 3 3 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of March 31, 2022 and December 31, 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of March 31, 2022 and December 31, 2021. (3) Stated interest rate of LIBOR + 2.25% as of March 31, 2022 and December 31, 2021. | The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2021 2020 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 242 $ 244 Principal amount of senior secured prior tranche B-1 term loans (2) — 399 Principal amount of senior secured prior tranche B-2 term loans (3) — — Principal amount of senior secured new tranche B-3 term loans (Maturity – December 2026) (4) 800 — Principal amount of senior secured revolving credit facility (Maturity – August 2023) (5) — — 1,042 643 Less: Unamortized debt discount and debt issuance costs (19) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 624 Less: Current portion of long-term debt 3 7 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 617 (1) Stated interest rate of LIBOR + 2.50% as of December 31, 2021 and 2020. (2) The outstanding principal amount of senior secured prior tranche B-1 term loans were repaid in full in December 2021. See discussion below. (3) The outstanding principal amount of senior secured prior tranche B-2 term loans were repaid in full in December 2021. See discussion below. (4) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of December 31, 2021. (5) Stated interest rate of LIBOR + 2.25% as of December 31, 2021 and 2020. As of December 31, (in $ millions) 2021 2020 2019 Beginning balance $ 19 $ 10 12 Capitalized during the year 18 12 — Amortized/written-off during the year (18) (3) (2) Closing balance $ 19 $ 19 10 Aggregate maturities of debt as of December 31, 2021 are as follows: (in $ millions) Amount Year ending December 31, 2022 $ 3 2023 3 2024 3 2025 233 2026 800 1,042 Less: Unamortized debt discount and debt issuance costs (19) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,023 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' 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, 2021 $ (38) $ (128) $ 4 $ (162) Net changes during the period, net of tax benefit, $0 (16) — 9 (7) Balance as of March 31, 2022 $ (54) $ (128) $ 13 $ (169) 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, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (9) — — (9) Balance as of March 31, 2021 $ (32) $ (160) $ 4 $ (188) | Currency Defined Unrealized gain on Total accumulated translation benefit plan hedge of investments other (in $ millions) adjustments related in foreign subsidiary comprehensive loss Balance as of December 31, 2018 (17) (26) 4 (39) Net changes during the year, net of tax benefit (1) (4) (55) — (59) Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $( 10) million, $15 million and $12 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of key terms of the interest rate swap | Notional amount (in $ millions) Period Fixed Interest rate $600 March 2022 to March 2025 2.0725% |
Fair Value Measurements (Tabl_3
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Summary of the gross fair value of the Company's derivative contract | As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — | |
Summary of fair values of the Company's outstanding senior secured term loans | As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. | As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Nov. 01, 2021 shares | Mar. 31, 2022 USD ($) segment | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | May 25, 2022 USD ($) | Dec. 02, 2021 USD ($) | Nov. 28, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of reportable segments | segment | 1 | ||||||||
Net loss | $ (91) | $ (114) | $ (473) | $ (618) | $ 134 | ||||
Cash outflows from operations | (154) | $ (114) | (512) | (250) | $ 227 | ||||
Liquidity | 916 | ||||||||
Cash and cash equivalents | 329 | 516 | $ 584 | ||||||
Shareholders equity commitments | 150 | ||||||||
Net proceeds received upon closing of the Business Combination | 128 | ||||||||
Senior secured new tranche B-3 term loans | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Aggregate principal amount | 100 | $ 100 | |||||||
Undrawn commitments | 100 | ||||||||
Pro Forma | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Cash and cash equivalents | 557 | ||||||||
Senior secured revolving credit facility | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Undrawn commitments | 50 | ||||||||
Undrawn commitments | 50 | ||||||||
Senior secured new tranche B-3 term loan facilities | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Liquidity | $ 700 | ||||||||
Undrawn commitments | $ 200 | ||||||||
Aggregate principal amount | $ 100 | ||||||||
Senior secured new tranche B-3 term loan facilities | Senior secured new tranche B-3 term loans | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Aggregate principal amount | $ 1,000 | ||||||||
Expedia | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of non-voting ordinary shares issued | shares | 8,413,972 | ||||||||
Amex Coop | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of Ownership interest in joint venture | 50% | 40.50% | 50% | ||||||
Amex Coop | Expedia | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of Ownership interest in joint venture | 40.50% | ||||||||
Juweel | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of Ownership interest in joint venture | 50% | 40.50% | 50% | ||||||
Juweel | Expedia | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of Ownership interest in joint venture | 40.50% | ||||||||
Expedia | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of Ownership interest in joint venture | 19% | ||||||||
Number of non-voting ordinary shares issued | shares | 8,413,972 | ||||||||
Expedia | Expedia | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of Ownership interest in joint venture | 19% |
Recently Issued accounting Pr_2
Recently Issued accounting Pronouncements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Recently Issued accounting Pronouncements | ||||
Government grants and other assistance benefits for salaries and wages | $ 6 | $ 26 | $ 64 | $ 101 |
Government grants receivable | $ 8 | $ 6 | $ 25 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers | |||||
REVENUE | $ 350 | $ 126 | $ 763 | $ 793 | $ 2,119 |
Minimum | |||||
Revenue from Contracts with Customers | |||||
Invoice due period | 30 days | 30 days | |||
Maximum | |||||
Revenue from Contracts with Customers | |||||
Invoice due period | 45 days | 45 days | |||
Travel revenue | |||||
Revenue from Contracts with Customers | |||||
REVENUE | $ 256 | 62 | $ 446 | 468 | 1,605 |
Products and professional services revenue | |||||
Revenue from Contracts with Customers | |||||
REVENUE | $ 94 | $ 64 | $ 317 | $ 325 | $ 514 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts receivables, net | $ 554 | $ 375 | $ 119 |
Contract assets (liabilities) / Client incentives, net (non-current) | (8) | (3) | (9) |
Contract liabilities / Deferred revenue (current) | 25 | 18 | $ 18 |
Revenue recognized that was included in the deferred revenue balance as of December 31, 2021 | 5 | 18 | |
Remaining performance obligations | $ 29 | $ 34 | |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] (Deprecated 2022) | false | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Period for satisfying performance obligations | 24 months | 1 year | |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] (Deprecated 2022) | false |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | |||
Prepaid expenses | $ 48 | $ 42 | $ 44 |
Income tax receivable | 31 | 32 | 25 |
Deferred offering costs | 24 | 21 | |
Value added and similar taxes receivables | 14 | 11 | 46 |
Other prepayments and receivables | 26 | 31 | 11 |
Prepaid expenses and other current assets | $ 143 | $ 137 | $ 126 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 445 | $ 436 | $ 370 | ||
Less: accumulated depreciation and amortization | (232) | (220) | (176) | ||
Property and equipment, net | 213 | 216 | 194 | ||
Depreciation and amortization | 44 | $ 34 | 154 | 148 | $ 141 |
Depreciation and amortization includes related to capitalized software | 21 | 19 | |||
Capitalized software for internal use | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 306 | 304 | 240 | ||
Depreciation and amortization includes related to capitalized software | 14 | $ 13 | 52 | 52 | $ 48 |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 67 | 65 | 63 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 52 | 52 | 48 | ||
Furniture, fixtures and other equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 6 | 6 | 13 | ||
Capital projects in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 14 | $ 9 | $ 6 |
Business Acquisition (Details)
Business Acquisition (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Nov. 01, 2021 USD ($) shares | Jan. 21, 2021 USD ($) | Mar. 31, 2022 USD ($) item | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | |||||||
Number of businesses acquired | item | 0 | ||||||
Goodwill | $ 1,346 | $ 1,358 | $ 1,028 | $ 1,023 | |||
Amortization expense | 23 | $ 15 | 67 | 62 | 68 | ||
Acquisition related cost | $ 3 | 3 | |||||
Net loss | (91) | (114) | (473) | (618) | $ 134 | ||
Egencia acquisition adjustments | 2 | ||||||
Proforma revenue | 148 | ||||||
Proforma net loss | 201 | ||||||
Ovation Group | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration | 57 | ||||||
Deferred Contingent consideration | 4 | ||||||
Goodwill | 36 | ||||||
Amortization expense | 29 | ||||||
Net liabilities assumed | 8 | ||||||
Acquisition related cost | 3 | ||||||
Revenue | 2 | 23 | |||||
Net loss | $ 4 | 16 | |||||
Proforma revenue | 829 | ||||||
Proforma net loss | 637 | ||||||
Ovation Group | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Amortization expense | $ 25 | ||||||
Intangible assets, Estimated useful lives | 10 years | ||||||
Ovation Group | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Amortization expense | $ 4 | ||||||
Intangible assets, Estimated useful lives | 5 years | ||||||
Egencia | |||||||
Business Acquisition [Line Items] | |||||||
Net liabilities assumed | $ 308 | ||||||
Acquisition related cost | $ 15 | 13 | 2 | ||||
Revenue | 66 | 33 | |||||
Net loss | 28 | (26) | |||||
Number of shares issued during acquisition | shares | 8,413,972 | ||||||
Fair value | $ 816 | ||||||
Percentage of equity interests acquired | 19% | ||||||
Egencia acquisition adjustments | $ 2 | ||||||
Proforma revenue | 889 | 960 | |||||
Proforma net loss | $ (701) | $ (1,032) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 1,358,000,000 | $ 1,028,000,000 | $ 1,023,000,000 | |
Egencia acquisition adjustments | 2,000,000 | |||
Currency translation adjustments | (14,000,000) | (13,000,000) | 5,000,000 | |
Ending balance | 1,346,000,000 | 1,358,000,000 | 1,028,000,000 | $ 1,023,000,000 |
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 | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | $ 1,188 | $ 1,188 | $ 719 | ||
Other intangible assets, Accumulated depreciation | (470) | (442) | (371) | ||
Other intangible assets, Net | 718 | 746 | 348 | ||
Amortization expense | 23 | $ 15 | 67 | 62 | $ 68 |
Trademarks and Trade Names | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 115 | 115 | 61 | ||
Other intangible assets, Accumulated depreciation | (64) | (62) | (60) | ||
Other intangible assets, Net | 51 | 53 | 1 | ||
Customer Relationships | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 815 | 815 | 400 | ||
Other intangible assets, Accumulated depreciation | (209) | (189) | (145) | ||
Other intangible assets, Net | 606 | 626 | 255 | ||
Supplier relationship | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 254 | 254 | 254 | ||
Other intangible assets, Accumulated depreciation | (194) | (188) | (163) | ||
Other intangible assets, Net | 60 | 66 | 91 | ||
Travel partner network | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 4 | 4 | 4 | ||
Other intangible assets, Accumulated depreciation | (3) | (3) | (3) | ||
Other intangible assets, Net | $ 1 | $ 1 | $ 1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | |||
Accrued payroll and related costs | $ 160 | $ 198 | $ 126 |
Accrued operating expenses | 131 | 147 | 120 |
Accrued restructuring costs (see note [9]) | 57 | 69 | 97 |
Client deposits | 45 | 59 | 33 |
Deferred revenue | 25 | 18 | 18 |
Value added and similar taxes payable | 9 | 6 | 43 |
Income tax payable | 7 | 7 | |
Other payables | 14 | 15 | 3 |
Accrued expenses and other current liabilities | $ 448 | $ 519 | $ 440 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | $ 69 | $ 97 | $ 10 | $ 8 |
Charges | 2 | 14 | 206 | 12 |
Cash settled | (14) | (71) | (99) | (10) |
Ending balance | 57 | 69 | 97 | 10 |
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 64 | 94 | 10 | 8 |
Charges | 2 | 13 | 178 | 12 |
Cash settled | (13) | (69) | (95) | (10) |
Ending balance | 53 | 64 | 94 | $ 10 |
Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 5 | 3 | ||
Charges | 1 | 28 | ||
Cash settled | (1) | (2) | (5) | |
Ending balance | $ 4 | $ 5 | $ 3 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 13, 2018 |
Debt Instrument [Line Items] | ||||||
Long-term Debt, gross | $ 1,041 | $ 1,042 | $ 643 | |||
Less: Unamortized debt discount and debt issuance costs | (18) | (19) | (19) | $ (10) | $ (12) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,023 | 1,023 | 624 | |||
Less: Current portion of long-term debt | 3 | 3 | 7 | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,020 | 1,020 | 617 | |||
Senior secured initial term loans | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, gross | 241 | 242 | 244 | |||
Senior secured new tranche B-3 term loans | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, gross | $ 800 | 800 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, gross | $ 50 | |||||
Revolving Credit Facility | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Less: Unamortized debt discount and debt issuance costs | $ (19) | $ (19) |
Long-term Debt - Additional inf
Long-term Debt - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 25, 2022 | May 19, 2022 | |
Debt Instrument [Line Items] | ||||||||
Repayment of senior secured term loans | $ 1 | $ 2 | $ 551 | $ 4 | $ 3 | |||
Proceeds from senior secured prior tranche B-2 term loans | $ 50 | |||||||
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% | |||||||
Outstanding borrowings | $ 1,023 | $ 1,023 | $ 624 | |||||
Unconditional guarantee, Percentage of consolidated assets | 70% | 70% | ||||||
Unconditional guarantee, Percentage of EBITDA | 70% | |||||||
Unconditional guarantee, Amount of EBITDA | $ 100 | $ 100 | ||||||
Leverage ratio | 2.25% | 2.25% | ||||||
Debt default | $ 19 | $ 19 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 6.50% | |||||||
Foreign Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, sub limit | $ 30 | |||||||
Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, sub limit | 10 | |||||||
Swingline borrowings | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | $ 10 | |||||||
Senior secured credit agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Principle amount of promissory note | $ 50 | |||||||
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% | |||||||
Unconditional guarantee, Percentage of EBITDA | 70% | |||||||
Minimum aggregate amount of Liquidity | $ 200 | $ 200 | ||||||
Leverage ratio | 3.25% | |||||||
Debt default | $ 0 | $ 0 | ||||||
Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 7% | |||||||
Senior secured credit agreement | Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | |||||||
Senior secured initial term loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of senior secured term loans | $ 1 | |||||||
Effective interest rate | 7% | |||||||
Leverage ratio | 2.50% | 2.50% | ||||||
Senior secured initial term loans | Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread rate | 2.50% | 2.50% | ||||||
Senior secured new tranche B-3 term loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Principle amount of promissory note | $ 100 | $ 100 | ||||||
Proceeds from senior secured prior tranche B-2 term loans | $ 785 | |||||||
Senior secured new tranche B-3 term loans | Senior secured credit agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Principle amount of promissory note | $ 100 | |||||||
Undrawn commitments | $ 200 | |||||||
Percentage of fee of unused commitments | 3% | |||||||
Senior secured new tranche B-3 term loans | Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread rate | 6.50% | 6.50% | ||||||
Senior secured new tranche B-3 term loans | Senior secured credit agreement | LIBOR Floor rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread rate | 1% | 1% | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 0.375% | 0.375% | ||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | |||||||
Revolving Credit Facility | Foreign Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, sub limit | $ 30 | |||||||
Revolving Credit Facility | Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, sub limit | 10 | |||||||
Outstanding borrowings | 0 | $ 0 | $ 0 | |||||
Revolving Credit Facility | Swingline borrowings | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, sub limit | $ 10 | |||||||
Revolving Credit Facility | Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread rate | 2.25% | 2.25% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES. | |||
Outstanding non-cancellable purchase commitments | $ 206 | $ 218 | |
Non-cancellable purchase commitments related to next year | $ 68 | 71 | |
Bank guarantees | $ 25 | $ 25 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) installment shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) installment shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares were reserved for issuance | 4,800,000 | 4,800,000 | |||
Number of shares issued under the Plan | 0 | 0 | |||
Contractual life | 10 years | 10 years | |||
Percentage of fair market value of the shares equals the exercise price of options granted | 100% | 100% | |||
Number of options granted | 0 | ||||
Number of options forfeited | 0 | ||||
Unrecognized compensation cost related to unvested stock options | $ | $ 32 | $ 35 | |||
Expected weighted average period compensation costs to be recognized (years) | 2 years 8 months 12 days | 3 years | |||
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total equity-based compensation expense recognized | $ | $ 3 | $ 0 | $ 3 | $ 3 | $ 6 |
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equal installments in which options vested on each anniversary of the grant date | installment | 3 | 3 | |||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equal installments in which options vested on each anniversary of the grant date | installment | 5 | 5 | |||
Management Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 1,272,515 | ||||
Number of options forfeited | 52,267 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | May 27, 2022 shares | Mar. 31, 2022 € / shares shares | Dec. 31, 2021 € / shares shares | Dec. 31, 2020 € / shares shares | Aug. 31, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||||||
Preferred shares, shares authorized | 3,000,000 | 3,000,000 | 0 | ||||||||
Common shares issued | 394,448,481 | ||||||||||
Cash distribution | $ | $ 0 | $ 1 | $ 56 | ||||||||
Profit Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common shares, par value (in dollars per share) | € / shares | € 0.00001 | € 0.00001 | € 0.00001 | ||||||||
Shares authorized | 800,000 | 800,000 | 800,000 | ||||||||
Common shares issued | 800,000 | 800,000 | 800,000 | ||||||||
Ordinary shares outstanding | 800,000 | 800,000 | 800,000 | ||||||||
Cash distribution | $ | $ 1 | $ 1 | |||||||||
Global Business Travel | |||||||||||
Class of Stock [Line Items] | |||||||||||
Committed preferred equity financing | $ | $ 150 | ||||||||||
Aggregate committed preferred equity financing | $ | $ 300 | ||||||||||
Future commitments drawn until closing of business combination | $ | $ 150 | ||||||||||
Cumulative dividends rate | 12% | 12% | |||||||||
Increase in cumulative dividends rate | 14% | 14% | |||||||||
Issuance of preferred shares | 0 | 1,500,000 | |||||||||
Preferred Stock Accrued Dividend | $ | $ 5 | $ 10 | |||||||||
Voting ordinary shares authorized | 40,000,000 | 40,000,000 | |||||||||
Non-voting ordinary shares authorized | 15,000,000 | 15,000,000 | |||||||||
Preferred shares, shares authorized | 3,000,000 | 3,000,000 | |||||||||
Common shares, par value (in dollars per share) | € / shares | € 0.00001 | € 0.00001 | |||||||||
Voting ordinary shares outstanding | 36,000,000 | 36,000,000 | |||||||||
Non-voting ordinary shares outstanding | 8,413,972 | ||||||||||
Common shares issued | 36,000,000 | ||||||||||
Global Business Travel | Profit Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common shares, par value (in dollars per share) | € / shares | € 0.00001 | € 0.00001 | |||||||||
Shares authorized | 800,000 | 800,000 | |||||||||
Common shares issued | 800,000 | ||||||||||
Ordinary shares outstanding | 800,000 | ||||||||||
Amex Coop and Juweel | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of preferred shares | 500,000 | ||||||||||
Total consideration | $ | $ 50 | $ 150 | |||||||||
Non-voting ordinary shares outstanding | 8,413,972 | ||||||||||
Common shares issued | 8,413,972 |
Shareholders' Equity - Changes
Shareholders' Equity - Changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||
Balance as of beginning | $ 1,334 | $ 984 | $ 984 | $ 1,682 | $ 1,657 |
Balance as of ending | 1,234 | 861 | 1,334 | 984 | 1,682 |
Net of tax benefit | 0 | 0 | 10 | 15 | 12 |
Currency translation adjustments | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | (38) | (23) | (23) | (21) | (17) |
Net changes during the period, net of tax benefit | (16) | (9) | (15) | (2) | (4) |
Balance as of ending | (54) | (32) | (38) | (23) | (21) |
Defined benefit plan related | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | (128) | (160) | (160) | (81) | (26) |
Net changes during the period, net of tax benefit | 32 | (79) | (55) | ||
Balance as of ending | (128) | (160) | (128) | (160) | (81) |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | 4 | 4 | 4 | 4 | 4 |
Net changes during the period, net of tax benefit | 9 | ||||
Balance as of ending | 13 | 4 | 4 | 4 | 4 |
Accumulated other comprehensive loss | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | (162) | (179) | (179) | (98) | (39) |
Net changes during the period, net of tax benefit | (7) | (9) | 17 | (81) | (59) |
Balance as of ending | $ (169) | $ (188) | $ (162) | $ (179) | $ (98) |
Loss per share (Details)
Loss per share (Details) - shares shares in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of share equivalents primarily associated with the Company's stock options excluded from the calculation of diluted earnings per share | 1 | 1 | 1 |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details) $ in Millions | Mar. 31, 2022 USD ($) |
Derivative [Line Items] | |
Fixed Interest rate | 2.0725% |
Interest Rate Swap | |
Derivative [Line Items] | |
Notional amount | $ 600 |
Fixed Interest rate | 2.0725% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) $ in Millions | Mar. 31, 2022 USD ($) |
Level 2 | Other non-current assets | Interest Rate Swap | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swaps | $ 9 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Senior secured initial term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 236 | $ 237 | |
Senior secured initial term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 233 | $ 231 | |
Senior secured new tranche B-3 term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 787 | ||
Senior secured new tranche B-3 term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 800 | ||
Level 2 | Senior secured initial term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 235 | 236 | |
Level 2 | Senior secured initial term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 226 | 233 | |
Level 3 | Senior secured new tranche B-3 term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 788 | 787 | |
Level 3 | Senior secured new tranche B-3 term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 767 | $ 800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2021 | Jun. 30, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | |||||||
Amounts payable to affiliates | $ 41 | $ 41 | $ 7 | ||||
Amounts receivable from affiliates | 9 | 18 | 15 | ||||
Advisory Services Agreement | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | 2.5 | 2.5 | $ 2.5 | ||||
Amounts payable to affiliates | 5 | 4.4 | 2 | ||||
Advisory Services Agreement | Maximum | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | 1 | $ 1 | |||||
Commercial Agreements | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | 5 | 2 | |||||
Amounts payable to affiliates | 18 | 16 | 4 | ||||
Revenue from affiliates | 5 | $ 4 | 19 | 21 | $ 23 | ||
Amounts receivable from affiliates | 4 | 15 | 15 | ||||
Certain tax indemnity and other agreements | |||||||
Related Party Transactions | |||||||
Amounts payable to affiliates | 2 | 2 | 2.7 | ||||
Amounts receivable from affiliates | $ 0.9 | 0.3 | $ 0.2 | ||||
License of American Express Marks | |||||||
Related Party Transactions | |||||||
Term of agreement | 11 years | 11 years | |||||
Marketing partner agreement | |||||||
Related Party Transactions | |||||||
Revenue from affiliates | $ 19 | 8 | |||||
Amounts receivable from affiliates | $ 9 | 4 | |||||
Term of agreement | 10 years | 10 years | |||||
Transition Services Agreement with Expedia, Inc | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | $ 11 | 8 | |||||
Amounts payable to affiliates | $ 26 | 11 | 8 | ||||
Amount of net payable | $ 4 | $ 16 |
Subsequent Events (Details)_2_3
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
May 27, 2022 | May 19, 2022 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 128 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||
Common Stock, Shares, Issued | 394,448,481 | ||
Class A ordinary shares | |||
Subsequent Event [Line Items] | |||
Common Stock, Shares, Issued | 56,945,033 | ||
Common Stock, Shares, Outstanding | 56,945,033 | ||
Class C common stock | |||
Subsequent Event [Line Items] | |||
Number of Earn Out Shares Granted | 15,000,000 | ||
Common Stock, Shares, Outstanding | 394,448,481 | ||
Class C common stock | VWAP of class A common stock is greater than or equal to $12.50 per share | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 1.50% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 12.50 | ||
Class C common stock | VWAP of class A common stock is greater than or equal to $15.00 | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 1.50% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 15 | ||
Class Z common stock | |||
Subsequent Event [Line Items] | |||
Common Stock, Shares, Issued | 1 | ||
Common Stock, Shares, Outstanding | 1 | ||
Global Business Travel Group, Inc | |||
Subsequent Event [Line Items] | |||
Redemption of preferred shares | $ 168 | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 128 | ||
Global Business Travel Group, Inc | Class A ordinary shares | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 56,945,033 | ||
Global Business Travel Group, Inc | Class B ordinary shares | |||
Subsequent Event [Line Items] | |||
Number of Shares Purchased | 394,448,481 | ||
New Tranche B-3 DDTL Facility | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200 | ||
Subsequent Event [Member] | New Tranche B-3 DDTL Facility | |||
Subsequent Event [Line Items] | |||
Amount drew down | 100 | ||
Amount of remaining unutilized commitments | $ 100 |
Long-term Debt (Details)_2
Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 13, 2018 |
Debt Instrument [Line Items] | ||||||
Long-term Debt, gross | $ 1,041 | $ 1,042 | $ 643 | |||
Less: Unamortized debt discount and debt issuance costs | (18) | (19) | (19) | $ (10) | $ (12) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,023 | 1,023 | 624 | |||
Less: Current portion of long-term debt | 3 | 3 | 7 | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | $ 1,020 | $ 1,020 | $ 617 | |||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, gross | $ 50 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Disaggregation of revenue (Details) (Imported) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers | |||||
REVENUE | $ 350 | $ 126 | $ 763 | $ 793 | $ 2,119 |
Minimum | |||||
Revenue from Contracts with Customers | |||||
Invoice due period | 30 days | 30 days | |||
Maximum | |||||
Revenue from Contracts with Customers | |||||
Invoice due period | 45 days | 45 days | |||
Travel revenue | |||||
Revenue from Contracts with Customers | |||||
REVENUE | $ 256 | 62 | $ 446 | 468 | 1,605 |
Products and professional services revenue | |||||
Revenue from Contracts with Customers | |||||
REVENUE | $ 94 | $ 64 | $ 317 | $ 325 | $ 514 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||||
Cash and cash equivalents | $ 329 | $ 516 | $ 584 | |||
Accounts receivable (net of allowances for doubtful accounts of $4 and $14 as of December 31, 2021 and 2020, respectively) | 562 | 381 | 144 | |||
Due from affiliates | 9 | 18 | 15 | |||
Prepaid expenses and other current assets | 143 | 137 | 126 | |||
Total current assets | 1,043 | 1,052 | 869 | |||
Property and equipment, net | 213 | 216 | 194 | |||
Equity method investments | 16 | 17 | 23 | |||
Goodwill | 1,346 | 1,358 | 1,028 | $ 1,023 | ||
Other intangible assets, net | 718 | 746 | 348 | |||
Operating lease right-of-use assets | 54 | 59 | 55 | |||
Deferred tax assets | 300 | 282 | 217 | |||
Other non-current assets | 46 | 41 | 24 | |||
Total assets | 3,736 | 3,771 | 2,758 | |||
Current liabilities: | ||||||
Accounts payable | 289 | 137 | 96 | |||
Due to affiliates | 41 | 41 | 7 | |||
Accrued expenses and other current liabilities | 448 | 519 | 440 | |||
Current portion of operating lease liabilities | 20 | 21 | 20 | |||
Current portion of long-term debt | 3 | 3 | 7 | |||
Total current liabilities | 801 | 721 | 570 | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,020 | 1,020 | 617 | |||
Deferred tax liabilities | 119 | 119 | 100 | |||
Pension liabilities | 316 | 333 | 413 | |||
Long-term operating lease liabilities | 55 | 61 | 58 | |||
Other non-current liabilities | 26 | 23 | 16 | |||
Total liabilities | 2,337 | 2,277 | 1,774 | |||
Commitments and Contingencies (see note [11]) | ||||||
Preferred shares (par value 0.00001; 3,000,000 shares and Nil shares authorized as of December 31, 2021 and 2020, respectively; 1,500,000 shares and Nil shares issued and outstanding as of December 31, 2021 and 2020, respectively; redemption amount of $160 and Nil as of December 31, 2021 and 2020, respectively) | 165 | 160 | ||||
Shareholders' equity: | ||||||
Additional paid-in capital | 2,558 | 2,560 | 1,752 | |||
Accumulated deficit | (1,156) | (1,065) | (592) | |||
Accumulated other comprehensive loss | (169) | (162) | (179) | |||
Total shareholders' deficit | 1,233 | 1,333 | 981 | |||
Equity attributable to noncontrolling interest in subsidiaries | 1 | 1 | 3 | |||
Total shareholders' equity | 1,234 | 1,334 | $ 861 | 984 | $ 1,682 | $ 1,657 |
Total liabilities, temporary equity and shareholders' deficit | 3,736 | 3,771 | $ 2,758 | |||
Voting ordinary shares | ||||||
Shareholders' equity: | ||||||
Ordinary shares | 0 | 0 | ||||
Non-Voting ordinary shares | ||||||
Shareholders' equity: | ||||||
Ordinary shares | 0 | 0 | ||||
Profit Shares | ||||||
Shareholders' equity: | ||||||
Ordinary shares | 0 | 0 | ||||
Management Incentive Plan Shares | ||||||
Shareholders' equity: | ||||||
Ordinary shares | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | May 27, 2022 shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 € / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 € / shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2020 € / shares |
Allowances for doubtful accounts | $ | $ 5 | $ 4 | $ 14 | ||||
Preferred shares, par value | (per share) | $ 0.00001 | $ 0.00001 | € 0.00001 | € 0.00001 | |||
Preferred shares, shares authorized | 3,000,000 | 3,000,000 | 0 | ||||
Preferred shares, shares issued | 1,500,000 | 1,500,000 | 0 | ||||
Preferred shares, shares outstanding | 1,500,000 | 0 | |||||
Preferred shares, redemption amount | $ | $ 165 | $ 160 | $ 0 | ||||
Common shares, shares issued | 394,448,481 | ||||||
Voting ordinary shares | |||||||
Common shares, par value, (per share) | € / shares | € 0.00001 | 0.00001 | 0.00001 | ||||
Shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||||
Common shares, shares issued | 36,000,000 | 36,000,000 | 36,000,000 | ||||
Common shares, shares outstanding | 36,000,000 | 36,000,000 | 36,000,000 | ||||
Non-Voting ordinary shares | |||||||
Common shares, par value, (per share) | € / shares | 0.00001 | 0.00001 | 0.00001 | ||||
Shares authorized | 15,000,000 | 15,000,000 | 0 | ||||
Common shares, shares issued | 8,413,972 | 8,413,972 | 0 | ||||
Common shares, shares outstanding | 8,413,972 | 8,413,972 | 0 | ||||
Profit Shares | |||||||
Common shares, par value, (per share) | € / shares | 0.00001 | 0.00001 | 0.00001 | ||||
Shares authorized | 800,000 | 800,000 | 800,000 | ||||
Common shares, shares issued | 800,000 | 800,000 | 800,000 | ||||
Common shares, shares outstanding | 800,000 | 800,000 | 800,000 | ||||
Management Incentive Plan Shares | |||||||
Common shares, par value, (per share) | € / shares | € 0.00001 | € 0.00001 | € 0.00001 | ||||
Shares authorized | 4,764,000 | 4,764,000 | 3,264,000 | ||||
Common shares, shares issued | 0 | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED STATEMENTS OF OPERATIONS | |||
Revenue | $ 763 | $ 793 | $ 2,119 |
Costs and expenses: | |||
Cost of revenue (excluding depreciation and amortization shown separately below) | 477 | 529 | 880 |
Sales and marketing | 201 | 199 | 286 |
Technology and content | 264 | 277 | 339 |
General and administrative | 213 | 181 | 255 |
Charges | 14 | 206 | 12 |
Depreciation and amortization | 154 | 148 | 141 |
TOTAL EXPENSES | 1,323 | 1,540 | 1,913 |
Operating loss | (560) | (747) | 206 |
Interest income | 1 | 1 | 5 |
Interest expense | (53) | (27) | (15) |
Loss on early extinguishment of debt | (49) | ||
Other income (expense), net | 8 | 14 | (3) |
Loss before income taxes and share of losses from equity method investments | (653) | (759) | 193 |
Benefit from (provision for) income taxes | 186 | 145 | (60) |
Share of losses from equity method investments | (8) | (5) | 5 |
Net loss | (475) | (619) | 138 |
Net loss (income) attributable to non-controlling interests in subsidiaries | 2 | 1 | (4) |
Net (loss) income | (473) | (618) | 134 |
Preferred shares dividend | (10) | ||
Net loss attributable to the shareholders of the Company's ordinary shares | $ (483) | $ (618) | $ 134 |
Loss per share attributable to the shareholders of the Company's ordinary shares - Basic and Diluted: | |||
Loss per share - Basic | $ (12.91) | $ (17.18) | $ 3.72 |
Loss per share - Diluted | $ (12.91) | $ (17.18) | $ 3.61 |
Weighted average number of shares outstanding - Basic | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted average number of shares outstanding - Diluted | 37,406,171 | 36,000,000 | 37,102,120 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (475) | $ (619) | $ 138 |
Other comprehensive income (loss), net of tax: | |||
Change in currency translation adjustments, net of tax | (15) | (2) | (4) |
Change in defined benefit plans, net of tax | |||
Actuarial gain (loss), net and prior service cost arising during the year | 28 | (80) | (55) |
Amortization of actuarial loss and prior service cost in net periodic pension cost | 4 | 1 | |
Other comprehensive loss, net of tax | 17 | (81) | (59) |
Comprehensive (loss) income | (458) | (700) | 79 |
Comprehensive loss (income) attributable to non-controlling interests in subsidiaries | 2 | 1 | (4) |
Comprehensive (loss) income attributable to the Company | (456) | (699) | 75 |
Preferred shares dividend | (10) | ||
Comprehensive (loss) income attributable to the shareholders of the Company's ordinary shares | $ (466) | $ (699) | $ 75 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (475) | $ (619) | $ 138 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation and amortization | 154 | 148 | 141 |
Deferred tax (benefit) expense | (178) | (110) | 24 |
Equity-based compensation | 3 | 3 | 6 |
Release of allowance for doubtful accounts | (5) | 4 | |
Share of losses (earnings) in equity-method investments, net of dividends received | 8 | 8 | 4 |
Amortization of debt discount and debt issuance costs | 5 | 3 | 2 |
Loss on early extinguishment of debt | 49 | ||
Impairment of operating lease ROU and other assets | 1 | 20 | |
Other | (11) | (8) | (1) |
Pension contributions | (25) | (25) | (36) |
Changes in working capital, net of effects from acquisitions | |||
Accounts receivables | (85) | 524 | (39) |
Prepaid expenses and other current assets | 40 | (20) | (30) |
Due from affiliates | (3) | 1 | |
Due to affiliates | 8 | (20) | (5) |
Accounts payable, accrued expenses and other current liabilities | 2 | (159) | 23 |
Net Cash Used In Operating Activities | (512) | (250) | 227 |
Investing activities: | |||
Purchase of property and equipment | (44) | (47) | (62) |
Other | (3) | ||
Net Cash Used In Investing Activities | (27) | (47) | (87) |
Financing activities: | |||
Proceeds from issuance of preferred shares | 150 | ||
Repayment of senior secured term loans | (551) | (4) | (3) |
Repayment of finance lease obligations | (2) | ||
Payment of lender fees and issuance costs for senior secured term loans facilities | (8) | ||
Prepayment penalty and other costs related to early extinguishment of debt | (34) | ||
Payment of offering costs | (10) | ||
Capital distributions to shareholders | (1) | (58) | |
Return of amount in escrow account | 1 | ||
Dividends paid to non-controlling interest shareholders | (5) | ||
Other | (1) | ||
Net Cash Provided By Financing Activities | 478 | 384 | (65) |
Effect of exchange rates changes on cash, cash equivalents and restricted cash | (7) | 7 | 1 |
Net change in cash | (68) | 94 | 76 |
Cash at beginning of period | 593 | 499 | 423 |
Cash at end of period | 525 | 593 | 499 |
Supplemental cash flow information: | |||
Cash (received) paid for income taxes (net of refunds) | (5) | (13) | 49 |
Cash paid for interest (net of interest received) | 47 | 16 | 14 |
Dividend accrued on preferred shares | 10 | ||
Deferred offering costs accrued during the period | 10 | ||
Right-of-use assets obtained in exchange for lease obligations, including on acquisitions (see note 11) | 9 | 21 | |
Senior secured prior tranche B-1 term loans. | |||
Financing activities: | |||
Proceeds from senior secured prior tranche B-2 term loans | $ 388 | ||
Senior secured prior tranche B-2 term loans | |||
Financing activities: | |||
Proceeds from senior secured prior tranche B-2 term loans | 150 | ||
Senior secured new tranche B-3 term loans | |||
Financing activities: | |||
Proceeds from senior secured prior tranche B-2 term loans | 785 | ||
Ovation Group [Member] | |||
Investing activities: | |||
Business acquisition, net of cash acquired | (53) | ||
Egencia [Member] | |||
Investing activities: | |||
Business acquisition, net of cash acquired | $ 73 | $ (25) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total equity of the Company's shareholders Cumulative effect of accounting policy change | Total equity of the Company's shareholders | Shares Voting ordinary shares | Shares Non-Voting ordinary shares | Shares Profit Shares | Additional paid-in capital | Accumulated (deficit) / earnings Cumulative effect of accounting policy change | Accumulated (deficit) / earnings | Accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries | Cumulative effect of accounting policy change | Total |
Balance at the beginning (in shares) at Dec. 31, 2018 | 36,000,000 | 800,000 | ||||||||||
Balance as of beginning at Dec. 31, 2018 | $ 3 | $ 1,652 | $ 1,802 | $ 3 | $ (111) | $ (39) | $ 5 | $ 3 | $ 1,657 | |||
Capital distributions to shareholders | (58) | (58) | (58) | |||||||||
Dividend paid to non-controlling interest shareholders | (5) | (5) | ||||||||||
Equity-based compensation | 6 | 6 | 6 | |||||||||
Other comprehensive loss, net of tax | (59) | (59) | (59) | |||||||||
Net loss | 134 | 134 | 4 | 138 | ||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 36,000,000 | 0 | 800,000 | |||||||||
Balance as of ending at Dec. 31, 2019 | 1,678 | $ 0 | $ 0 | $ 0 | 1,750 | 26 | (98) | 4 | 1,682 | |||
Capital distributions to shareholders | (1) | (1) | (1) | |||||||||
Equity-based compensation | 3 | 3 | 3 | |||||||||
Other comprehensive loss, net of tax | (81) | (81) | (81) | |||||||||
Net loss | (618) | (618) | (1) | (619) | ||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 36,000,000 | 0 | 800,000 | |||||||||
Balance as of ending at Dec. 31, 2020 | 981 | $ 0 | $ 0 | $ 0 | 1,752 | (592) | (179) | 3 | 984 | |||
Other comprehensive loss, net of tax | (9) | (9) | (9) | |||||||||
Net loss | (114) | (114) | (114) | |||||||||
Balance at the end (in shares) at Mar. 31, 2021 | 36,000,000 | 800,000 | ||||||||||
Balance as of ending at Mar. 31, 2021 | 858 | 1,752 | (706) | (188) | 3 | 861 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 36,000,000 | 0 | 800,000 | |||||||||
Balance as of beginning at Dec. 31, 2020 | 981 | $ 0 | $ 0 | $ 0 | 1,752 | (592) | (179) | 3 | 984 | |||
Issued on acquisition of Egencia (see notes 9 and 20) (in shares) | 8,413,972 | |||||||||||
Issued on acquisition of Egencia (see notes 9 and 20) | 816 | 816 | 816 | |||||||||
Dividend on preferred shares (see note - 20) | (10) | (10) | (10) | |||||||||
Equity-based compensation | 3 | 3 | 3 | |||||||||
Settlement of MIP option | (1) | (1) | (1) | |||||||||
Other comprehensive loss, net of tax | 17 | 17 | 17 | |||||||||
Net loss | (473) | (473) | (2) | (475) | ||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | |||||||||
Balance as of ending at Dec. 31, 2021 | 1,333 | $ 0 | $ 0 | $ 0 | 2,560 | (1,065) | (162) | 1 | 1,334 | |||
Dividend on preferred shares (see note - 20) | (5) | (5) | (5) | |||||||||
Equity-based compensation | 3 | 3 | 3 | |||||||||
Other comprehensive loss, net of tax | (7) | (7) | (7) | |||||||||
Net loss | (91) | (91) | (91) | |||||||||
Balance at the end (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | |||||||||
Balance as of ending at Mar. 31, 2022 | $ 1,233 | $ 2,558 | $ (1,156) | $ (169) | $ 1 | $ 1,234 |
Business Description and Basi_3
Business Description and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||
Business Description and Basis of Presentation | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) from EG Corporate Travel Holdings LLC (“Expedia”) on November 1, 2021, GBT issued 8,413,972 non-voting ordinary shares to Expedia and as of March 31, 2022, Amex Coop, Juweel and Expedia own approximately 40.5%, 40.5% and 19.0%, respectively, of the equity interest in GBT, excluding preferred shares, Profit Shares, MIP Shares (see note 13 — Shareholders’ Equity — Equity-Based Compensation On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing of the Business Combination, APSG was renamed as Global Business Travel Group, Inc. (“GBTG”). The Business Combination will be accounted for as a reverse recapitalization, with no assets or liabilities fair valued or any goodwill and other intangible assets recognized (see note 18 — Subsequent Events The Company has one reportable segment. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the COVID-19 pandemic began.Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume during the second half of 2021 and first quarter of 2022 as compared to the prior year / period as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The Company incurred a net loss of $91 million and had cash outflows from operations of $154 million during the three months ended March 31, 2022 compared to a net loss of $114 million and cash outflows from operations of $114 million during the three months ended March 31, 2021. As of March 31, 2022, the Company’s pro forma liquidity was over $700 million and primarily consisted of: ● $557 million of pro forma cash and cash equivalents (comprising of (i) $329 million of cash and cash equivalents as of March 31, 2022 (ii) $128 million net proceeds received upon closing of the Business Combination and (iii) $100 million of principal amount of senior secured tranche B-3 term loans borrowed in May 2022 (see note 10 — Long-term Debt and note 18 — Subsequent Events )), ● $100 million of currently undrawn commitments remaining under the senior secured tranche B-3 term loan facilities, which are available on a delayed-draw basis until mid-June 2022, subject to certain customary borrowing conditions, and ● $50 million of undrawn commitments under the senior secured revolving credit facility (subject to the satisfaction of applicable borrowing conditions and compliance with applicable covenants related to borrowings thereunder). On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the senior secured tranche B-3 term loan facilities (see note 10 — Long-term Debt — Subsequent Events The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected Business Combination transaction, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the condensed consolidated financial statements are available for issuance. Basis of Presentation The Company’s condensed consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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 condensed 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 condensed consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The Company has included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. The Company’s interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021. Use of Estimates The preparation of condensed 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 condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | (1) Business Description and Basis of Presentation GBT JerseyCo Limited (“Global Business Travel” or “GBT”) was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991. GBT is a joint venture with 50% of its voting shares held by American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands and the other 50% of its voting shares held by Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands. Following acquisition of the Egencia business (“Egencia”) on November 1, 2021 (see note 9 — Business Acquisitions The consolidated financial statements of GBT and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On December 2, 2021, GBT entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange. The closing of the business combination is subject to the satisfaction of customary closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG will merge with the Company and the Company is expected to become a publicly listed company. Business Description The Company provides a business-to-business travel platform with a full suite of differentiated, technology-enabled solutions to business travelers and corporate 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 corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. Corporate Reorganization On December 9, 2019, the Board of Directors of GBT III B.V., a private company with limited liability organized under the laws of Netherlands and a joint venture with 50% of its voting shares held by Amex Coop and the other 50% of its voting shares held by a predecessor of Juweel, implemented a holding company reorganization in which GBT became the ultimate parent company of GBT III B.V. The shareholders of GBT III B.V. approved this reorganization whereby shareholders of GBT III B.V. ultimately became the shareholders of GBT, maintaining the same number of voting ordinary shares and ownership percentage as held in GBT III B.V. immediately prior to the reorganization. The above reorganization was accounted for as a transaction under common control. GBT recognized the assets and liabilities of GBT III B.V. at carryover basis. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (the “COVID-19 pandemic”), has severely restricted the level of economic activity around the world and continues to have an unprecedented effect on the global travel and hospitality industry. In response to the COVID-19 pandemic, many governments around the world implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19 pandemic, including travel restrictions, practicing social distancing, quarantine advisories or requirements, restrictions on business operations and closure of non-essential businesses. The various government measures to contain spread of COVID-19 pandemic significantly reduced business travel and hotel bookings and continue to have a material adverse impact on the number of new bookings. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen gradual improvement in its transaction volume during the second half of 2021 as compared to the prior year as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. As a result of the COVID-19 pandemic, the Company’s results of operations and cash flows for the year ended December 31, 2021, similar to the previous year, continue to be adversely impacted. The Company incurred a net loss of $475 million during the year ended December 31, 2021 and had cash outflows from operations of $512 million. In response to the COVID-19 pandemic, in 2020, the Company initiated mitigating actions to optimize efficiency and reduce costs, which included a reduction in operating expenses and non-essential capital expenditure, employee pay reductions, a reduction in workforce through voluntary and involuntary terminations of employees and facility closures. The Company continues to consider additional cost reduction measures as they become necessary. The Company also continued to access government funding in its major operating territories (including furlough income). Additionally, to strengthen and maintain its liquidity the Company, on December 2, 2021, obtained commitments for $1,000 million principal amount of senior secured new tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, establish the senior secured new tranche B-3 term loan facilities under its senior secured credit agreement, and $800 million principal amount of initial borrowings were funded on such date under the senior secured new tranche B-3 term loan facilities. The $200 million of commitments remaining under the senior secured new tranche B-3 term loan facilities are available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions (the “New Tranche B-3 DDTL Facility”). A portion of the proceeds from the initial borrowings under the senior secured new tranche B-3 term loan facilities was applied to refinance and repay in full all of the senior secured prior tranche B-1 and tranche B-2 term loans in a then- outstanding principal amount of $545 million, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment. In connection therewith, the remaining unused commitments of principal amount of $50 million under the senior secured prior tranche B-2 term loan facility was terminated (see note 15 — Long-term Debt Furthermore, the closing of the Business Combination Agreement is expected to provide a substantial amount of additional liquidity. As of December 31, 2021, the Company has a total liquidity of approximately $916 million, comprising of cash and cash equivalents of approximately $516 million, $200 million of undrawn commitments under the New Tranche B-3 DDTL Facility (subject to the satisfaction of applicable borrowing conditions), $150 million of remaining undrawn Shareholders Equity Commitments (as defined in note 20 — Shareholders’ Equity The Company believes this liquidity is important given its limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic. Based on the financial mitigation measures taken and available funding capacity and the expected business combination transaction with APSG, the Company believes it has adequate liquidity to meet its expected future operating, investing and financing needs of the business for a minimum period of twelve months after the date the consolidated financial statements are available for issuance. |
Summary of Significant Accou_13
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Consolidation The Company’s consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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. 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. Actual results could differ materially from those estimates. Significant estimates used by the Company include estimates related to supplier revenue, collectability of receivables, depreciable lives of property and equipment, valuation of equity issued as purchase consideration in business combination, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, measurement of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income tax assets and contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash and cash equivalents that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. The Company had $9 million of restricted cash as of both December 31, 2021 and 2020, which is included in other non-current assets in the consolidated balance sheets (see note 12 — Other Non-Current Assets Accounts Receivable Accounts receivable primarily includes trade accounts receivable from corporate clients, travel suppliers and government for grants receivable, less allowances for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness and the age of the accounts receivable balance. In circumstances where the Company is aware of a specific client’s inability to meet its financial obligations (e.g. bankruptcy filings, failure to pay amounts due to the Company, or other known client liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic (see note 1 — Business Description and Basis of Presentation Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company also capitalizes certain costs associated with the acquisition or development of internal- use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost incurred related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 – 10 years or lease term Furniture, fixtures and other equipment Up to 7 years Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Based on the Company’s assessment, the Company recorded $2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of (losses) earnings from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2020 and 2019. Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. For periods prior to January 1, 2020, when an impairment existed, it was recorded to the extent that the implied fair value of goodwill was less than the carrying value of goodwill. The Company adopted the new accounting standard update on goodwill impairment on January 1, 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2021, 2020 and 2019 because quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Corporate client relationships 10 – 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non- lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. Operating leases are included in operating lease ROU assets and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as long-term on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/ provision for income taxes in its consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: 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. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on certain historical net investment hedges. Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2021, over 60% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. Revenue Recognition The Company generates revenue in two primary ways: 1) Travel Revenues which include fees received from corporate clients and travel suppliers relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and 2) Products and Professional Services Revenues which include revenues received from corporate clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) corporate clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a corporate client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/corporate clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenue Client Fees Transaction Fees and Other Revenues: Consideration Payable to Clients and Client Incentives Supplier Fees Base Commissions and Incentives Override Revenues: GDS Revenues Products and Professional Services Revenues Management Fees Product Revenues Consulting and Meeting and Events Revenues Other Revenues Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counsellors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools. Sales and marketing Sales and marketing primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support including expenses associated with the executive non-cash equity plan and long-term incentive plans, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. Restructuring charges Restructuring and other charges consist primarily of costs associated with (i) employee termination benefits and (ii) lease exit and related costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. When the Company ceases using a facility but does not intend to or is unable to terminate the operating lease or intends or is able to sublease, the Company records a liability for the remaining payments of non-lease components. Costs associated with exit or disposal activities, including impairment of operating lease ROU assets are presented as restructuring charges in the consolidated statement of operations (see note 14 — Restructuring Charges Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in general and administrative expenses on the consolidated statements of operations, was approximately $2 million, $3 million and $8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of stock options to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the date of grant and vesting conditions. Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non- contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans within other non- current liabilities on its consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension benefit (costs), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method. Interest income is comprised of interest earned from bank deposits. Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. Recently Adopted Accounting Pronouncements There were no new accounting standards adopted by the Company during the year ended December 31, 2021. Recent Accounting Pronouncements — Not Yet Adopted Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes” Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” 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.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”) expected to be discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU would impact contract modifications and other changes that occur while LIBOR is phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is in the process of evaluating the optional relief guidance provided within this ASU and is also reviewing its debt instrument that utilizes LIBOR as the reference rate. The Company will continue to evaluate and monitor developments and its assessment of this guidance during the LIBOR transition period. Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “Disclosures by Business Entities about Government Assistance” which provides for disclosures by business entities about government assistance. The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The guidance is effective for the Company for annual periods beginning after December 15, 2021, with early application permitted, and can be applied either prospectively or retrospectively. The Company does not expect that adoption of this guidance will have any material impact on the consolidated financial statements of the Company . |
Revenue from Contracts with C_6
Revenue from Contracts with Customers | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 March 31, (in $ millions) 2022 2021 Travel revenue $ 256 $ 62 Products and professional services revenue 94 64 Total revenue $ 350 $ 126 Payments from clients and suppliers are generally due within 30 to 45 days of invoicing. 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 receivables, net, contract assets and contract liabilities are as follows: Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivables, net (1) (non-current) (current) Balance as of March 31, 2022 $ 554 $ (8) $ 25 Balance as of December 31, 2021 $ 375 $ (3) $ 18 (1) Accounts receivables, 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 condensed consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the three months ended March 31, 2022, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $5 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2021. Remaining Performance Obligations As of March 31, 2022, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $29 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 24 months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. | (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenues 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) Products and Professional Services Revenues 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. Year ended December 31, (in $ millions) 2021 2020 2019 Travel revenue $ 446 $ 468 $ 1,605 Products and professional services revenue 317 325 514 Total revenue $ 763 $ 793 $ 2,119 Payments from clients and suppliers are generally due within 30 to 45 days of invoicing. 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, contract assets and contract liabilities are as follows: Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivable, net (1) (non-current) (current) Balance as of December 31, 2021 $ 375 $ (3) $ 18 Balance as of December 31, 2020 $ 119 $ 9 $ 18 (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 year ended December 31, 2021, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $18 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2020. Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $34 million, of which the Company expects to recognize revenue as performance obligations are satisfied over the next 24 months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | (4) Income Taxes GBT is organized under the laws of Jersey and is a tax resident in the U.K. In the tables and disclosures included below, “Domestic” includes GBT Jersey Co. and its subsidiaries that are tax resident in the U.K. and operations that are located outside of the U.K. tax jurisdiction are considered as “Foreign”. The following table summarizes the Company’s domestic and foreign (loss) / income before income taxes and share of (losses) / earnings from equity method investments: Year ended December 31, (in $ millions) 2021 2020 2019 Domestic $ (441) $ (529) $ 120 Foreign (212) (230) 73 (Loss) income before income taxes and share of (losses) earnings from equity method investments $ (653) $ (759) $ 193 The components of benefit from (provision for) income taxes consist of the following: Year ended December 31, (in $ millions) 2021 2020 2019 Current taxes: Domestic $ 1 $ 12 $ — Foreign 7 23 (36) Current income tax benefit (expense) 8 35 (36) Deferred taxes: Domestic 132 90 (8) Foreign 46 20 (16) Deferred tax benefit (expense) 178 110 (24) Benefit from (provision for) income taxes $ 186 $ 145 $ (60) The table below sets forth a reconciliation of the U.K. statutory tax rate of 19% to the Company’s effective income tax rate. Year ended December 31, 2021 2020 2019 Tax at statutory rate 19.00 % 19.00 % 19.00 % Changes in taxes resulting from: Permanent differences (2.25) (0.18) 3.82 Local and state taxes 0.37 0.24 3.06 Change in valuation allowance (2.57) (2.25) 1.69 Change in enacted tax rates 5.26 — — Rate differential in the United Kingdom 3.81 — — Foreign tax rate differential 2.08 1.65 0.69 Return to provision adjustment 1.67 (0.6) (1.17) Tax settlement and uncertain tax positions 0.94 (0.61) 3.01 Other 0.08 1.88 0.94 Tax at effective rate 28.39 % 19.13 % 31.04 % The effective tax rate during the year ended December 31, 2021 increased primarily due to the change in U.K.’s enacted tax rates from 19% to 25%, in the second quarter of 2021, and which becomes effective from April 2023. As a result of change in the enacted tax rate, the Company remeasured its deferred tax assets and liabilities in the second quarter of 2021, that resulted in recognition of additional deferred tax benefit of $35 million. The Company measures its deferred tax assets and liabilities at the rate at which they are expected to reverse in future periods. The significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, (in $ millions) 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 391 $ 231 Pension liability 74 86 Interest expense deduction restriction 23 2 Operating lease liabilities 20 21 Accrued liabilities 7 12 Goodwill 1 1 Other 2 — Valuation allowance (116) (119) Deferred tax assets 402 234 Netted against deferred tax liabilities (120) (17) Deferred tax assets as presented in the consolidated balance sheets $ 282 $ 217 Deferred tax liabilities: Intangible assets $ (214) $ (86) Operating lease ROU assets (14) (15) Property and equipment (4) (10) Goodwill (2) (2) Other (5) (4) Deferred tax liabilities (239) (117) Netted against deferred tax assets 120 17 Deferred tax liabilities as presented in the consolidated balance sheets $ (119) $ (100) The Company recognizes deferred taxes on the undistributed earnings of foreign subsidiaries, as these earnings are not deemed to be indefinitely reinvested outside of the U.K. Foreign deferred taxes liabilities of approximately $3 million and $4 million as of December 31, 2021 and 2020, respectively, have been provided on these earnings. The Company has gross net operating loss (“NOL”) carryforwards related to global operations of approximately $1,414 million, of which $1,327 million have an indefinite life. The remaining NOL carryforwards will begin to expire as follows: (in $ millions) Amount 2022 $ 8 2025 2 2026 2 2027 3 2029 2 2030 16 2031-2041 54 The Company continues to regularly assess the realizability of all deferred tax assets. Future realized earnings performance and changes in future earnings projections, among other factors, may cause an adjustment to the conclusion as to whether it is more likely than not that the Company will realize the benefit of the deferred tax assets. This would impact the income tax expense in the period for which it is determined that these factors have changed. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including the Company’s ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. The valuation allowance as of December 31, 2021 of $116 million is related primarily to unrealized NOL carryforwards. The Company has agreed to indemnify affiliates of Amex Coop for any NOL carryforward benefits realized that relate to the period prior to the joint venture formation in 2014. The amount of this liability to affiliates of Amex Coop is $2 million as of December 31, 2021, recorded within due to affiliates. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and tax positions where the ultimate tax determination is uncertain. Although the Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities (or reduction of tax assets) representing the estimated economic loss upon ultimate settlement for certain positions. The Company believes its tax provisions are adequate for all open years, based on the assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities. As of December 31, 2021 and 2020, the Company has accrued for a tax liability of $7 million and $9 million, respectively, associated with uncertain tax positions, including interest and penalties thereon, arising from differences between amounts recorded in the consolidated financial statements and amounts expected to be included in tax returns. The Company does not believe that the outcome of future examinations will have a material impact on its consolidated financial statements. The movement of uncertain tax position liability is as follows: As of December 31, (in $ millions) 2021 2020 2019 Balance, beginning of the year $ 9 $ 11 $ 9 Increases to tax positions related to acquisitions 4 — — Increases to tax positions related to the current year — — 4 Increases to tax positions related to prior years — — 3 Release / settlement during the year (6) (2) (5) Balance, end of the year $ 7 $ 9 $ 11 At December 31, 2021 and 2020, the entire amount of unrecognized tax benefits would affect the Company’s effective tax rate if recognized. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the provision for income taxes from continuing operations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. For the years ended December 31, 2021, 2020 and 2019, the Company (credited) charged $ (2) million, less than $1 million and $1 million, respectively, for interest and penalties in its consolidated statements of operations. Total gross interest and penalties accrued was $0 million and $2 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company expects to release $4 million of unrecognized tax benefits in the next twelve months due to the lapsing of the statute of limitations. The Company is subject to taxation in the U.K. and various foreign countries in which the Company operates. As of December 31, 2021, tax years for 2017 through 2021 are open to examination by the tax authorities in the major tax jurisdictions. With few exceptions, as of December 31, 2021, the Company is no longer subject to examinations by tax authorities for years earlier than 2017. |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income (Expense), Net | |
Other Income (Expense), Net | (5) Other Income (Expense), Net Other income (expense), net, in consolidated statements of operations consist of: Year ended December 31, (in $ millions) 2021 2020 2019 Foreign exchange gains, net $ — $ 12 $ (4) Loss on disposal of businesses (1) — (3) Non-service components of net periodic pension benefit 9 2 4 Other income (expense), net $ 8 $ 14 $ (3) |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses and Other Current Assets | (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of March 31, December 31, (in $ millions) 2022 2021 Prepaid expenses $ 48 $ 42 Income tax receivable 31 32 Deferred offering costs 24 21 Value added and similar taxes receivables 14 11 Other prepayments and receivables 26 31 Prepaid expenses and other current assets $ 143 $ 137 | (6) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of December 31, (in $ millions) 2021 2020 Value added and similar taxes receivables $ 11 $ 46 Prepaid travel expenses 42 44 Income tax receivable 32 25 Deferred offering costs 21 — Other prepayments and receivables 31 11 Prepaid expenses and other current assets $ 137 $ 126 |
Property and Equipment, Other
Property and Equipment, Other | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Property and Equipment, Other | (5) Property and Equipment, Net Property and equipment, net consist of: As of March 31, December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 306 $ 304 Computer equipment 67 65 Leasehold improvements 52 52 Furniture, fixtures and other equipment 6 6 Capital projects in progress 14 9 445 436 Less: accumulated depreciation and amortization (232) (220) Property and equipment, net $ 213 $ 216 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $21 million and $19 million, respectively. Depreciation and amortization includes $14 million and $13 million of amortization related to capitalized software for internal use for the three months ended March 31, 2022 and 2021, respectively. | (7) Property and Equipment, Other Property and equipment, net consist of: As of December 31, (in $ millions) 2021 2020 Capitalized software for internal use $ 304 $ 240 Computer equipment 65 63 Leasehold improvements 52 48 Furniture, fixtures and other equipment 6 13 Capital projects in progress 9 6 436 370 Less: accumulated depreciation and amortization (220) (176) Property and equipment, net $ 216 $ 194 As of both December 31, 2021 and 2020, the Company had capital lease assets of $5 million with accumulated depreciation of $2 million and $0, respectively, included within computer equipment. Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 was $86 million, $86 million and $73 million, respectively. Depreciation and amortization include $52 million, $52 million and $48 million of amortization related to capitalized software for internal use for the years ended December 31, 2021, 2020 and 2019, respectively. Upon retirement or other disposal of property and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds received, if any, is recorded in consolidated statements of operations as gain (loss) on disposal of asset within general and administrative expense. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments. | |
Equity Method Investments | (8) Equity Method Investments The Company’s investments in entities that are accounted as equity method investments consist of the following: (1) 49% interest in each of three entities which together form China International Travel Service Limited. These three entities are CITS GBT Southern China Air Services Limited, CITS GBT Travel Services Limited and CITS GBT Air Services Limited; (2) 35% interest in Uvet Global Business Travel S.p.A.; (3) 51% interest in HRG Jin Jiang Travel (China); (4) 49% interest in Liga Travel GmbH, Germany; (5) 50% interest in OFB Reisen GmbH, Austria and (6) 25% interest in Bavaria Lloyd Reisebüro GmbH, Germany. None of the equity investments are material to the Company. The equity method investments amounted to $17 million and $23 million as of December 31, 2021 and 2020, respectively. The Company recognized its share of (losses) earnings of $(8) million, $(5) million and $5 million for the years ended December 31, 2021, 2020 and 2019, respectively, which includes $2m of impairment of investments in HRG Jin Jiang Travel (China) for the year ended December 31, 2021. |
Business Acquisitions
Business Acquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | ||
Business Acquisitions | (6) Business Acquisition There was no business acquisition during the three months ended March 31, 2022. Acquisition of Ovation Group On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, the “Ovation Group”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. The results of Ovation Group’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. The terms of the acquisition included contingent consideration of approximately $4 million and is subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement. The Company accrues for this expense as compensation expense. The fair value of the acquisition was allocated primarily to goodwill of $36 million, amortizing intangible assets of $29 million (corporate client relationships of $25 million and Tradenames of $4 million) and net liabilities assumed of $8 million. Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from centralized management and future growth. The acquired corporate client relationships and tradenames are being amortized over their estimated useful lives of 10 years and 5 years, respectively. The Company incurred $3 million in acquisition related costs which was expensed as incurred. The amount of revenue and net loss of the Ovation Group since the acquisition date included in the condensed consolidated statements of operations for the three month period ended March 31, 2021 was $2 million and $4 million, respectively. Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three months ended March 31, 2021 would not have been materially different to the amount of revenue and net loss presented in the condensed consolidated statements of operations for the three months ended March 31, 2021. The pro forma financial information adjusts for the effects of material business combination items primarily related to amortization of acquired intangible assets and the corresponding income tax effects. Acquisition of Egencia On November 1, 2021, the Company completed its acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $816 million. As a result, Expedia became an indirect holder of non-voting ordinary shares of GBT, which represents approximately 19% of GBT’s equity interests, excluding preferred shares, Profit Shares, MIP Options and MIP Shares. This value was determined on the basis of the estimated total enterprise value of GBT (post acquisition of Egencia) and calculated based on a multiple of Adjusted EBITDA. Such equity interest is subject to changes based on final debt/cash and working capital adjustments. The acquisition of Egencia will complement the Company’s existing business and is expected to further accelerate its growth strategy in the small-to-medium-sized enterprise sector. The Company’s preliminary purchase price allocation is based on information that is currently available. The preliminary purchase price allocations are subject to, among other items, debt/cash and working capital adjustments and further analysis of tax accounts, including deferred tax assets and liabilities. The financial results of Egencia have been included in the Company’s consolidated financial statements since the date of its acquisition. The amount of revenue and net loss of the Egencia business for the three months ended March 31, 2022 were $66 million and $28 million, respectively. Further, during the three months ended March 31, 2022, the Company made an adjustment of $2 million to Goodwill (see note 7 — Goodwill and Other Intangible Assets, Net Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three months ended March 31, 2021 would have been $148 million and $201 million, respectively. | (9) Business Acquisitions Acquisition of Ovation Group On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, the “Ovation Group”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. Ovation Group is a U.S.-based travel management company providing business travel services and meeting and special events planning across several sectors, particularly legal, financial, professional services, entertainment and media. The acquisition enhances the Company’s corporate client base, further improving the global scale and reach of its corporate travel business. The results of Ovation Group’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. The terms of the acquisition included contingent consideration of approximately $4 million and is subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement. The Company accrues for this expense as compensation expense. The fair value of the acquisition was allocated primarily to goodwill of $36 million, amortizing intangible assets of $29 million (corporate client relationships of $25 million and Tradenames of $4 million) and net liabilities assumed of $8 million. Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from centralized management and future growth. The acquired corporate client relationships and tradenames are being amortized over their estimated useful lives of 10 years and 5 years, respectively. The Company incurred $3 million in acquisition related costs over the years ended December 31, 2020 and in January 2021 which was expensed as incurred. The amount of revenue and net loss of the Ovation Group since the acquisition date included in the consolidated statements of operations for the period ended December 31, 2021 was $23 million and $16 million, respectively. Assuming an acquisition date of January 1, 2020 (i) the unaudited consolidated pro forma revenue and net loss of the Company for the year ended December 31, 2020 would have been $829 million and $637 million, respectively, and (ii) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would not have been materially different to the amount of revenue and net loss presented in the consolidated statements of operations. The pro forma financial information adjusts for the effects of material business combination items primarily related to amortization of acquired intangible assets and the corresponding income tax effects. Acquisition of Egencia On November 1, 2021, the Company completed its acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $816 million. As a result, Expedia became an indirect holder of non-voting ordinary shares of GBT, which represents approximately 19% of GBT’s equity interests, excluding preferred shares, Profit Shares, MIP Options and MIP Shares (see note 20 — Shareholders’ Equity capital adjustments. The acquisition of Egencia is expected to complement the Company’s existing business and is expected to further accelerate its growth strategy in the small-to-medium-sized enterprise segment. The Company’s preliminary purchase price allocation is based on information that is currently available, and the Company is continuing to evaluate the underlying inputs and assumptions used in the valuations, particularly for the identifiable intangible assets acquired. The preliminary purchase price allocations are subject to, among other items, working capital adjustments and further analysis of tax accounts, including deferred tax assets and liabilities. The following table reflects the Company’s preliminary fair values of the assets acquired and liabilities assumed of Egencia as of the date of the acquisition: (in $ millions) Amount Cash and cash equivalents $ 73 Accounts receivable 154 Prepaid expenses and other current assets 32 Property and equipment 58 Goodwill 307 Other intangible assets 440 Operating lease right-of-use assets 9 Deferred tax assets 21 Other non-current assets 30 Total assets 1,124 Accounts payable 56 Due to affiliates 26 Accrued expenses and other current liabilities 80 Operating lease liabilities 10 Deferred tax liabilities 134 Other non-current liabilities 2 Total liabilities 308 Purchase consideration / Net assets acquired $ 816 Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from combining operations, centralized management and future growth. A substantial portion of goodwill is expected to be deductible for income tax purposes. The fair value and amortization periods of identifiable intangible assets acquired is as follows: Fair value of Amortization acquired intangibles period (in $ millions) (in years) Corporate client relationships $ 390 $ 15 Tradenames 50 10 Acquired technology 50 5 The fair value of corporate client relationships was determined utilizing the excess earnings method of valuation, and the fair values of tradenames and acquired technology was determined utilizing the relief from royalty method. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, operating margin, income tax rates, obsolescence curves, royalty rates and discount rates. Intangible assets are being amortized over their average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The Company incurred $15 million in acquisition related costs which were expensed in the period as incurred and included in general and administrative expenses in the Company’s consolidated statements of operations, with $13 million and $2 million recognized during the years ended December 31, 2021, and 2020, respectively. The amount of revenue and net loss of the Egencia business since the acquisition date included in the consolidated statements of operations for the period ended December 31, 2021 was $33 million and $26 million, respectively. Assuming an acquisition date of January 1, 2020 (i) the unaudited consolidated pro forma revenue and net loss of the Company for the year ended December 31, 2020 would have been $960 million and $1,032 million, respectively, and (ii) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would have been $889 million and $701 million, respectively. The pro forma financial information adjusts for the effects of material business combination items, including amortization of acquired intangible assets and the reversal of Expedia’s share of hotel commission revenue recorded by Egencia in connection with a long-term hotel supply contract between the Company and Expedia, and the corresponding income tax effects. Acquisition of DER Business Travel On September 3, 2019, the Company completed the acquisition of DER Business Travel (“DER”) from DER Touristik Group, a travel management company in Europe, by acquiring its entire outstanding ordinary shares for approximately $25 million, net of cash acquired. The results of DER’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. This acquisition was part of the Company’s broader strategy to expand footprints into the small and mid-sized client segment in Germany and accelerate growth in Europe. The Company benefits from local servicing expertise whereas DER’s access to the Company’s global reach, scale and end-to-end travel and expense eco-system brings in further opportunities. The acquisition of DER was accounted for using the purchase method of accounting, recognizing assets acquired and liabilities assumed based on their fair values at the date of acquisition. The fair value of the acquisition was allocated primarily to goodwill of $26 million, amortizable intangible assets (corporate client relationships) of $11 million and net liabilities assumed of $12 million. The acquired corporate client relationships are being amortized over its estimated useful live of 10 years . The Company completed the purchase price allocation of this acquisition during the year ended December 31, 2020, with immaterial impact on goodwill. The Company incurred $2 million in acquisition related costs which was expensed as incurred. Supplemental pro-forma information is not provided, as the impact of the aforementioned acquisition did not have a material effect on the Company’s results of operations, cash flows or financial position. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 three months ended March 31, 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments 2 Currency translation adjustments (14) Balance as of March 31, 2022 $ 1,346 There were no goodwill impairment losses recorded for the three months ended March 31, 2022 and 2021 and there are no accumulated goodwill impairment losses as of March 31, 2022. The following table sets forth the Company’s other intangible assets with definite lives as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (64) $ 51 $ 115 $ (62) $ 53 Corporate client relationships 815 (209) 606 815 (189) 626 Supplier relationship 254 (194) 60 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,188 $ (470) $ 718 $ 1,188 $ (442) $ 746 Amortization expense relating to definite-lived intangible assets was $23 million and $15 million for the three months ended March 31, 2022 and 2021, respectively. | (10) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the years ended December 31, 2021 and 2020: (in $ millions) Amount Balance as of December 31, 2019 $ 1,023 Currency translation adjustments 5 Balance as of December 31, 2020 1,028 Additions (1) 343 Currency translation adjustments (13) Balance as of December 31, 2021 1,358 (1) Relates to acquisition of Ovation ( $36 million) and Egencia ($ 307 million) (see note 9 — Business Acquisitions ). There were no goodwill impairment losses recorded for the years ended December 31, 2021, 2020 and 2019 and there are no accumulated goodwill impairment losses as of December 31, 2021. The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (62) $ 53 $ 61 $ (60) $ 1 Corporate client relationships 815 (189) 626 400 (145) 255 Supplier relationship 254 (188) 66 254 (163) 91 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets, net $ 1,188 $ (442) $ 746 $ 719 $ (371) $ 348 Amortization expense relating to definite-lived intangible assets was $67 million, $62 million and $68 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the estimated amortization expense relating to definite-live intangible assets, assuming no subsequent impairment of the underlying assets, for each of the five succeeding years and periods thereafter is as follows: (in $ millions) Amount 2022 $ 93 2023 93 2024 72 2025 51 2026 50 Thereafter 387 Total $ 746 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | (11) Leases The Company has operating leases in various countries primarily for office facilities and finance leases in the United States primarily for information technology equipment used in its data centers. As of December 31, 2021, the Company’s leases do not contain any material residual value guarantees or material restrictive covenants. The depreciable life of lease ROU assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The operating lease cost recognized in the consolidated statement of operations for the years ended December 31, 2021 and 2020 was $28 million and $ 32 million, respectively. Under the lease accounting guidance in effect for the year ended December 31, 2019, rent expense was $42 million. The operating lease costs relate primarily to leases of office facilities. The finance lease amounts recognized in the consolidated statements of operations relating to amortization of ROU assets and interest on finance lease obligations was $2 million million The following table sets out supplemental cash flow information related to leases for the year ended December 31, 2021 and 2020: Year ended December 31, (in $ millions) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 31 Cash used in financing activities related to finance leases $ 2 $ — ROU assets obtained in exchange for lease obligations: Operating lease $ 9 $ 21 Finance lease $ — $ 5 Additions to ROU assets on account of business acquisitions Operating lease $ 20 $ — The following table sets out supplemental other information related to leases: 2021 2020 Weighted average remaining lease term: Operating leases 5.36 4.3 years Finance leases 1.7 years 2.7 years Weighted average discount rate: Operating lease 7.15 % 5.02 % Finance lease 3.56 % 3.56 % Further, in order to reduce its operating costs to mitigate the negative impact resulting from the COVID-19 pandemic (see note 1 — Business Description and Basis of Presentation The following table sets out the undiscounted future payments for operating and finance lease liabilities as of December 31, 2021: Operating lease Finance lease (in $ millions) liabilities liabilities 2022 $ 31 $ 2 2023 24 2 2024 16 — 2025 10 — 2026 6 — Thereafter 21 — Total undiscounted future payments 108 4 Less: Interest cost included (26) — Total lease liabilities 82 4 Less: Current portion of lease liabilities 21 2 Long-term portion of lease liabilities $ 61 $ 2 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-Current Assets | |
Other Non-Current Assets | (12) Other Non-Current Assets Other non-current assets consist of: As of December 31, (in $ millions) 2021 2020 Client incentives, net $ — $ 9 Restricted cash 9 9 Other assets 32 6 Other non-current assets $ 41 $ 24 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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: As of March 31, December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 160 $ 198 Accrued operating expenses 131 147 Accrued restructuring costs (see note 9) 57 69 Client deposits 45 59 Deferred revenue 25 18 Value added and similar taxes payable 9 6 Income tax payable 7 7 Other payables 14 15 Accrued expenses and other current liabilities $ 448 $ 519 | (13) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: As of December 31, (in $ millions) 2021 2020 Accrued payroll and related costs $ 198 $ 126 Accrued operating expenses 147 120 Accrued restructuring costs (see note 14) 69 97 Client deposits 59 33 Deferred revenue 18 18 Value added and similar taxes payable 6 43 Income tax payable 7 — Other payables 15 3 Accrued expenses and other current liabilities $ 519 $ 440 |
Restructuring Charges_2
Restructuring Charges | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restructuring Charges. | ||
Restructuring Charges | (9) Restructuring Charges The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the three months ended March 31, 2022: (in $ millions) Employee related Facility Total Balance as of December 31, 2021 $ 64 $ 5 $ 69 Charges 2 — 2 Cash settled (13) (1) (14) Balance as of March 31, 2022 53 4 57 | (14) Restructuring Charges In order to mitigate the adverse impact on the Company’s business resulting from the COVID-19 pandemic and in order to simplify the Company’s business process and improve its operational efficiencies, in 2020, the Company initiated cost savings measures which included voluntary and involuntary terminations of employee services and facility closures. Such measures are expected to provide efficiencies and realign resources within the Company. Except for in certain jurisdictions, these restructuring activities are substantially complete and the Company does not expect additional restructuring charges associated with these activities to be significant. However, the Company continues to actively evaluate additional cost reduction efforts and should the Company make decisions in future periods to take further actions, it may incur additional restructuring charges. As a result of this, the Company incurred $14 million, $206 million and $12 million in restructuring charges, which included restructuring costs related to voluntary and involuntary employee terminations, facility closures, and other exit activities during the years ended December 31, 2021, 2020 and 2019, respectively. The table below sets forth accrued restructuring cost, included in accrued expenses and other current liabilities, for the years ended December 31, 2021, 2020 and 2019: (in $ millions) Employee related Facility Total Balance as of December 31, 2018 8 — 8 Charges 12 — 12 Cash settled (10) — (10) Balance as of December 31, 2019 10 — 10 Charges 178 28 206 Cash settled (95) (5) (99) Other non-cash (1) — (20) (20) Balance as of December 31, 2020 94 3 97 Charges, net 13 1 14 Acquired on acquisition 30 — 30 Reclassification (4) 4 — Other non-cash (1) — (1) (1) Cash settled (69) (2) (71) Balance as of December 31, 2021 $ 64 $ 5 $ 69 (1) Includes impairment of operating lease ROU assets of $1 million and $20 million for the years ended December 31, 2021 and 2020, respectively. The Company expects to pay the accrued restructuring cost, as of December 31, 2021, in the next twelve months. |
Long-term Debt_2
Long-term Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt.. | ||
Long-term Debt | (10) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of March 31, December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 241 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 800 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,041 1,042 Less: Unamortized debt discount and debt issuance costs (18) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 1,023 Less: Current portion of long-term debt 3 3 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of March 31, 2022 and December 31, 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of March 31, 2022 and December 31, 2021. (3) Stated interest rate of LIBOR + 2.25% as of March 31, 2022 and December 31, 2021. During the three months ended March 31, 2022, the Company repaid the contractual quarterly installment of $1 million of principal amount of senior secured initial term loans. During the three months ended March 31, 2021, the Company had borrowed $50 million principal amount of senior secured tranche B-2 term loans, which were fully repaid in December 2021. As of March 31, 2022, the Company had $200 million of unutilized commitments remaining under the senior secured tranche B-3 term loan facilities that are available on a delayed-draw basis for a six-month period after the date of such initial borrowings in December 2021, subject to certain customary borrowing conditions (“Tranche B-3 DDTL Facility”). The Company is required to pay a fee of 3.00% per annum on the actual daily unused commitments under the Tranche B-3 DDTL Facility, payable quarterly in arrears. On May 19, 2022, the Company borrowed a principal amount of $100 million of senior secured tranche B-3 term loans under the Tranche B-3 DDTL Facility. Further, on May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of the delayed draw commitments under the Tranche B-3 DDTL Facility (see note 18 — Subsequent Events At the option of Group Services B.V., a wholly owned subsidiary of GBT (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). 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 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 with APSG 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 (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. 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 both March 31, 2022 and December 31, 2021, 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 loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the three months ended March 31, 2022 was approximately 7%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, 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. 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, which, from and after the effectiveness of December 2021 amendments to the senior secured credit agreement is tested on a monthly basis. The senior secured credit agreement also contains a financial covenant applicable solely to the senior secured revolving credit facility. 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 3.25 to 1.00 as of the last day of any fiscal quarter on which 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 March 31, 2022. As of March 31, 2022, the Company was 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 March 31, 2022, no event of default existed under the senior secured credit agreement. | (15) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2021 2020 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 242 $ 244 Principal amount of senior secured prior tranche B-1 term loans (2) — 399 Principal amount of senior secured prior tranche B-2 term loans (3) — — Principal amount of senior secured new tranche B-3 term loans (Maturity – December 2026) (4) 800 — Principal amount of senior secured revolving credit facility (Maturity – August 2023) (5) — — 1,042 643 Less: Unamortized debt discount and debt issuance costs (19) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 624 Less: Current portion of long-term debt 3 7 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 617 (1) Stated interest rate of LIBOR + 2.50% as of December 31, 2021 and 2020. (2) The outstanding principal amount of senior secured prior tranche B-1 term loans were repaid in full in December 2021. See discussion below. (3) The outstanding principal amount of senior secured prior tranche B-2 term loans were repaid in full in December 2021. See discussion below. (4) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of December 31, 2021. (5) Stated interest rate of LIBOR + 2.25% as of December 31, 2021 and 2020. On August 13, 2018, certain of GBT’s subsidiaries entered into a senior secured credit agreement, dated as of August 13, 2018 (as amended from time to time, the “senior secured credit agreement”), by and among GBT Group Services B.V., a wholly owned subsidiary of GBT (the “Borrower”), GBT III B.V., as the original parent guarantor, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for: (i) a principal amount of $250 million senior secured initial term loan facility for general corporate purposes, fully drawn on the closing date, maturing on August 13, 2025, issued at a discount of 0.25% and which requires quarterly installments payable of 0.25% of the principal amount and (ii) a $50 million senior secured revolving credit facility for general corporate purposes maturing on August 13, 2023. The interest rate per annum applicable to (a) the senior secured initial term loans is based on, at the election of the Borrower, LIBOR (as selected by the Borrower for designated interest periods) plus 2.50% or the base rate (as defined in the senior secured credit agreement) plus 1.50% and (b) the borrowings under the senior secured revolving credit facility is based on, at the election of the Borrower, LIBOR (as selected by the Borrower for designated interest periods) plus 2.25% or the base rate plus 1.25%. The Company elects to pay interest on outstanding loans under such facilities based on LIBOR. In December 2019, the senior secured credit agreement was modified to, among other things, permit certain internal reorganization transactions and add GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, as the parent guarantor. On September 4, 2020, a new $400 million principal amount of senior secured tranche B-1 incremental term loan facility was obtained for general corporate purposes under the senior secured credit agreement, which was drawn in full on that date, and certain covenants and certain other terms of the senior secured credit agreement were amended. The senior secured prior tranche B-1 term loans (i) were to mature on August 13, 2025, (ii) were issued at a discount of 3.00% and (iii) required quarterly installments payable of 0.25% of the principal amount that commenced on December 31, 2020. The senior secured prior tranche B-1 term loans carried interest at a per annum rate equal to the applicable margin, plus, at the election of the Borrower, either (1) adjusted LIBOR (as selected by the Borrower for designated interest periods, subject to a 1.00% LIBOR “floor”) or (2) the base rate (as defined in the credit agreement). The applicable margin for the senior secured prior tranche B-1 term loans initially was set at 6.50% per annum for LIBOR loans and 5.50% per annum for base rate loans, and such interest rate margin was modified in January 2021 to be based on a pricing grid that varies with the total net leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 6.25% to 7.00% per annum for LIBOR loans and 5.25% to 6.00% per annum for base rate loans. The Company paid interest on such loans based on LIBOR. As discussed further below, on December 16, 2021, the Company repaid the outstanding principal amount of the senior secured prior tranche B-1 term loan facility in full and such facility was terminated. On January 20, 2021, the senior secured credit agreement was further amended to, among other things, (i) establish a new $200 million principal amount of senior secured tranche B-2 delayed-draw incremental term loan facility, (ii) modify certain terms applicable to the senior secured prior tranche B-2 term loans, and (iii) amend certain covenants and certain other terms of the senior secured credit agreement. The senior secured prior tranche B-2 term loan facility was available on a delayed-draw basis, with $50 million of loans thereunder permitted to be borrowed in each quarter in 2021, subject to certain conditions, including a requirement that, with each such borrowing, equity investments in an amount equal to the amount of such borrowing shall have been funded in GBT under the Shareholders Equity Commitments (see note 20 — Shareholders’ Equity On December 2, 2021, the Borrower obtained commitments for $1,000 million principal amount of senior secured new tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, (i) establish the senior secured new tranche B-3 term loan facilities under the senior secured credit agreement and (ii) amend certain covenants and certain other terms of the senior secured credit agreement. Initial borrowings in a principal amount of $800 million were funded on such date under the senior secured new tranche B-3 term loan facilities. The $200 million of commitments remaining under the senior secured new tranche B-3 term loan facilities are available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions (“New Tranche B-3 DDTL Facility”). The senior secured new tranche B-3 term loan facilities (i) mature on December 16, 2026 and (ii) do not have any scheduled amortization payments prior to maturity (however, certain mandatory prepayment provisions in the senior secured credit agreement apply to such facilities, as described below). Loans outstanding under the senior secured new tranche B-3 term loan facilities accrue interest at a variable interest rate based on either LIBOR or the “base rate” (as defined in the senior secured credit agreement), plus an applicable margin (subject to a 1.00% LIBOR floor). For any period for which accrued interest is paid in cash, the applicable margin for loans under the senior secured new tranche B-3 term loan facilities is initially 6.50% per annum for LIBOR loans and 5.50% per annum for base rate loans and, commencing with the test period ending December 31, 2022, will vary with the total leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 5.00% to 6.50% per annum for LIBOR loans and 4.00% to 5.50% per annum for base rate loans. Until December 16, 2023, the Borrower will have the option to pay accrued interest on loans under the senior secured new tranche B-3 term loan facilities at a rate equal to (i) LIBOR (with a 1.00% LIBOR floor) plus 4.00% per annum with respect to the portion required to be paid in cash plus (ii) 4.00% per annum with respect to the portion paid in kind by adding such interest to the principal amount of the loans. The Borrower paid $15 million of upfront fees for the commitments of the lenders under the senior secured new tranche B-3 term loan facilities. The Borrower is required to pay a fee of 3.00% per annum on the actual daily unused commitments under the New Tranche B-3 DDTL Facility, payable quarterly in arrears. Voluntary prepayments and debt incurrence-related mandatory prepayments of the senior secured new tranche B-3 term loans are subject to the prepayment premiums as set forth in the senior secured credit agreement. On December 16, 2021, a portion of the proceeds from the initial borrowings under the senior secured new tranche B-3 term loan facilities was applied to refinance and repay in full the outstanding principal amount of senior secured prior tranche B-1 and tranche B-2 term loans, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment, resulting in loss on early extinguishment of debt of $49 million. The balance of the proceeds from such initial borrowings and amounts available to be borrowed under the New Tranche B- 3 DDTL Facility may be used for transaction fees and costs and other general corporate purposes. At the option of 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). 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 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 with APSG 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 (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. 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 both December 31, 2021 and 2020, 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 loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the year ended December 31, 2021 was approximately 7%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, 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 (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. 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, which, from and after the effectiveness of December 2021 amendments to the senior secured credit agreement is tested on a monthly basis. The senior secured credit agreement also contains a financial covenant applicable solely to the senior secured revolving credit facility. 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 3.25 to 1.00 as of the last day of any fiscal quarter on which 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 December 31, 2021. As of December 31, 2021, the Company was 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 December 31, 2021, no event of default existed under the senior secured credit agreement. Amortization of Debt Discount and Debt Issuance Costs The Company had total unamortized debt discount and debt issuance costs of $19 million as of both December 31, 2021 and 2020, in relation to the senior secured term loans, which are presented as a deduction from the outstanding principal amount of senior secured term loans. The debt discount and debt issuance costs are amortized over the term of the related debt into earnings as part of the interest expense in the consolidated statements of operations. The changes in total unamortized debt discount and debt issuance costs is summarized below: As of December 31, (in $ millions) 2021 2020 2019 Beginning balance $ 19 $ 10 12 Capitalized during the year 18 12 — Amortized/written-off during the year (18) (3) (2) Closing balance $ 19 $ 19 10 During the years ended December 31, 2021, 2020 and 2019, the Company amortized $5 million, $3 million and $2 million, respectively, of debt discount and debt issuance costs. Further, during the year ended December 31, 2021, $13 million of unamortized debt discount and debt issuance costs were written off as loss on extinguishment of debt upon the early repayment of outstanding principal amounts of senior secured prior tranche B-1 and tranche B-2 term loans as discussed above. Debt Maturities Aggregate maturities of debt as of December 31, 2021 are as follows: (in $ millions) Amount Year ending December 31, 2022 $ 3 2023 3 2024 3 2025 233 2026 800 1,042 Less: Unamortized debt discount and debt issuance costs (19) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,023 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans | |
Employee Benefit Plans | (16) Employee Benefit Plans Defined Contribution Plan The Company sponsors several country-specific defined contribution savings plans, which are tax qualified defined contribution plans that allow tax deferred savings by eligible employees to provide funds for their retirement. The Company matches the contributions of participating employees on the basis specified by the plans. The Company’s contributions for these plans were $20 million for each of the years ended December 31, 2021, 2020 and 2019. Defined Benefit Plans The Company sponsors both contributory and non-contributory defined benefit pension plans in certain non-U.S. subsidiaries. Under the plans, benefits are based on employees’ years’ of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company’s most material defined benefit plan in the U.K. is frozen, meaning that no new employees can participate in the plan and the active/former employees do not accrue additional benefits. As of December 31, 2021 and 2020, the aggregate projected benefit obligations of these plans were $1,001 million and $1,046 million, respectively, and the aggregate accumulated benefit obligation of these plans were $975 million and $1,019 million, respectively. The Company uses a December 31 measurement date each year to determine its defined benefit pension obligations. For such plans, the following tables provide a statement of funded status as of December 31, 2021 and 2020 and summaries of the changes in the defined benefit obligation and fair value of plan assets for the years then ended: As of December 31, (in $ millions) 2021 2020 Changes in benefit obligation: Benefit obligation, beginning of year $ 1,046 $ 890 Service cost 6 7 Interest cost 13 15 Plan participants’ contribution 1 1 Actuarial (gain) loss, net (18) 131 Benefit paid (22) (26) Plan amendments (1) 3 Curtailments and settlements (3) (16) Expenses paid from assets (1) (2) Currency translation adjustment (20) 43 Benefit obligation, end of year 1,001 1,046 Change in fair value of plan assets Fair value of plan assets, beginning of year 634 549 Employer contributions 25 25 Plan participants’ contributions 1 1 Benefits paid (22) (26) Actual return on plan assets 47 68 Expenses paid from assets (1) (2) Plan settlements (3) (11) Currency translation adjustments (11) 30 Fair value of plan assets, end of year $ 670 $ 634 Unfunded status $ 331 $ 412 The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) is as follows: As of December 31, (in $ millions) 2021 2020 Unrecognized net actuarial loss $ 150 $ 190 Prior service cost 3 5 Total 153 195 Deferred taxes (25) (35) Amounts recognized in accumulated other comprehensive loss $ (128) $ 160 The following table provides the components of net periodic pension benefit (cost) for the years ended December 31, 2021, 2020 and 2019: Year ended December 31, (in $ millions) 2021 2020 2019 Service cost $ 6 $ 7 $ 7 Interest cost 13 15 19 Expected return on plan assets (25) (24) (26) Amortization of actuarial loss (gain) 4 2 — Curtailments and settlements (1) 4 — Net periodic pension (benefit) cost $ (3) $ 4 $ — The weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation were as follows: Year ended December 31, 2021 2020 2019 Net periodic pension (benefit) cost: Interest cost discount rate 1.2 % 1.8 % 2.5 % Expected long-term return on plan assets 4.4 % 4.4 % 5.5 % Rate of compensation increase 2.6 % 2.6 % 2.6 % Projected benefit obligation: Discount rate 1.7 % 1.2 % The discount rate assumption is developed by determining a constant effective yield that produces the same result as discounting projected plan cash flows using high quality (AA) bond yields of corresponding maturities as of the measurement date. The expected long-term rate of return for plan assets has been determined using historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. The Company seeks to produce a return on investment for the plan assets that is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market conditions. The Company’s overall investment strategy for plan assets is to provide and maintain sufficient assets to meet obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the assistance of independent diversified professional investment management organizations. The assets and investment strategy of the Company’s material defined benefit plans are managed by independent custodians. Diversification is provided by using an asset allocation primarily between equity, debt, real estate and other funds in proportions expected to provide opportunities for reasonable long-term returns with acceptable levels of investment risk. The weighted average asset allocations as of December 31, 2021 and 2020 were: 2021 2020 Actual Target Actual Target Asset Class Allocations Allocations Allocations Allocations Equity securities 15 % 4 % 11 % 4 % Debt securities 38 21 30 33 Other 47 75 59 63 Total 100 % 100 % 100 % 100 % The table below sets out the fair value of pension plan assets as of December 31, 2021: As of December 31, 2021 (in $ millions) Level 1 Level 2 Level 3 Total Equity funds $ — $ 73 $ 28 $ 101 Debt funds — 246 11 257 Real estate funds — 72 19 91 Other 7 123 33 163 $ 7 $ 514 $ 91 612 Other investments measured at NAV 58 Total fair value of plan assets $ 670 The table below sets out the fair value of pension plan assets as of December 31, 2020: As of December 31, 2020 (in $ millions) Level 1 Level 2 Level 3 Total Equity funds $ — $ — $ 22 $ 22 Debt funds — 103 11 114 Real estate funds — — 90 90 Other 4 117 95 216 $ 4 $ 220 $ 218 442 Other investments measured at NAV 192 Total fair value of plan assets $ 634 Equity and debt securities are primarily held in pooled investment funds that are valued based on the fair value provided by the fund administrator. Other investments primarily consist of cash equivalents and investments in other diversified funds. The Company has taken practical expedient for investments that are measured at fair value using the Net Asset Value (“NAV”) and has not classified them in the fair value hierarchy. The fair value amounts presented in the “Other investments measured at NAV” are intended to permit reconciliation of the pension plan assets presented within the fair value hierarchy to the closing balance of total fair value of plan assets. The Company contributed $25 million, $25 million and $36 million to fund its defined benefit pension plans during the years ended December 31, 2021, 2020 and 2019, respectively. Annual contributions to the Company’s defined benefit pension plans are based on several factors that may vary from year to year. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit plan and tax laws, plus such additional amounts as the Company determines to be appropriate. Past contributions are not always indicative of future contributions. Based on current assumptions, the Company expects to make $25 million in contributions to its defined benefit pension plans in 2022. The Company expects the defined benefit pension plans to make the following estimated future benefit payments: (in $ millions) Amount 2022 $ 22 2023 24 2024 24 2025 26 2026 26 2027-2031 149 |
Other non-current liabilities
Other non-current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other non-current liabilities | |
Other non-current liabilities | (17) Other non-current liabilities Other non-current liabilities primarily include asset retirement obligations mainly associated with closure, reclamation and removal costs for leasehold premises. The Company’s asset retirement obligations were approximately $13 million and $7 million as of December 31, 2021 and 2020, respectively. Estimated asset retirement obligation costs and settlement dates, which affect the carrying value of the liability and the related capitalized asset, are reviewed periodically to ensure that any material changes are incorporated into the latest estimate of the obligation. |
Commitments and Contingencies_6
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 March 31, 2022, the Company had approximately $206 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $71 million relates to the twelve months ending March 31, 2023. These purchase commitments extend through 2026. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 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 condensed consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred 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. | (18) 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 December 31, 2021, the Company had approximately $218 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $68 million relates to the year ending December 31, 2022. These purchase commitments extend through 2025. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 million as of December 31, 2021. 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 financial statements. Legal Contingencies The Company recognizes legal fees as incurred 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. |
Equity-Based Compensation_2
Equity-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | (12) Equity-Based Compensation The Company has an equity-based long-term management incentive plan (the “Plan”), the GBT JerseyCo Limited Amended and Restated Management Incentive Plan, originally adopted on June 30, 2014 and most recently amended and restated on December 2, 2021 under which options to purchase a class of GBT shares (referred to as “MIP Shares”) are generally granted to key management employees and certain directors of the Company. As of March 31, 2022, approximately 4.8 million MIP Shares were reserved for issuance under the Plan. Any MIP Shares issued under the Plan (i) will be non-voting; (ii) will entitle the holder thereof to proportionally share profits of the Company in accordance with separate allocation and distribution provisions set forth under the amended and restated shareholders agreement between Amex Coop and Juweel (the “Shareholders Agreement”); and (iii) will entitle the holder thereof to receive dividends declared on MIP Shares issued under the Plan, from time to time in accordance with allocation and distribution provisions set forth in the Shareholders Agreement. As a general matter, neither the options granted nor any MIP Shares issued under the Plan will be entitled to share in any profits or capital of GBT until certain thresholds of distributions to Amex Coop and Juweel have been satisfied. Under the current terms, neither the options granted nor any MIP Shares issued under the Plan will trade or be listed on any stock exchange. As of March 31, 2022, no MIP Shares were issued and outstanding under the Plan. Under the Plan, the Company grants options to purchase MIP Shares to employees, which generally vest in three to five equal installments on each anniversary of the grant date. The options have a contractual life of ten years from the grant date. There are no performance conditions associated with the vesting of the options. The exercise price of options granted under the plan is 100% of the fair market value of the shares subject to the award, determined as of the date of grant, or such higher amount as the compensation committee may determine in connection with the grant. The Black Scholes model is used to determine the weighted average fair value of the options. A market and income approach is used to determine the enterprise fair value of the Company. The equity fair value is then allocated to the options. There were no new grants or any forfeitures Total equity-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 amount to $3 million and $0, respectively, and is included within general and administrative expense on the condensed consolidated statements of operations. The Company expects compensation expense, related to unvested stock options, of approximately $32 million to be recognized over the remaining weighted average period of 2.7 years. Upon the closing of Business Combination as discussed in note 1 — Business Description and Basis of Presentation | (19) Equity-Based Compensation The Company has an equity-based long-term management incentive plan (the “Plan”), the GBT JerseyCo Limited Amended and Restated Management Incentive Plan, originally adopted on June 30, 2014 and most recently amended and restated on December 2, 2021 under which options to purchase a class of GBT shares (referred to as “MIP Shares”) are generally granted to key management employees and certain directors of the Company. As of December 31, 2021, approximately 4.8 million MIP Shares were reserved for issuance under the Plan. Any MIP Shares issued under the Plan (i) will be non-voting; (ii) will entitle the holder thereof to proportionally share profits of the Company in accordance with separate allocation and distribution provisions set forth under the amended and restated shareholders agreement between Amex Coop and Juweel (the “Shareholders Agreement”); and (iii) will entitle the holder thereof to receive dividends declared on MIP Shares issued under the Plan, from time to time in accordance with allocation and distribution provisions set forth in the Shareholders Agreement. As a general matter, neither the options granted nor any MIP Shares issued under the Plan will be entitled to share in any profits or capital of GBT until certain thresholds of distributions to Amex Coop and Juweel have been satisfied. Under the current terms, neither the options granted nor any MIP Shares issued under the Plan will trade or be listed on any stock exchange. As of December 31, 2021, no MIP Shares were issued and outstanding under the Plan. Under the Plan, the Company grants options to purchase MIP Shares to employees, which generally vest in three to five equal installments on each anniversary of the grant date. The options have a contractual life of ten years from the grant date. There are no performance conditions associated with the vesting of the options. The exercise price of options granted under the plan is 100% of the fair market value of the shares subject to the award, determined as of the date of grant, or such higher amount as the compensation committee may determine in connection with the grant. The Black Scholes model is used to determine the weighted average fair value of the options. A market and income approach is used to determine the enterprise fair value of the Company. The equity fair value is then allocated to the options. The table below presents the activity of the Company’s options granted under the Plan for the year ended December 31, 2021: Weighted Weighted average Number of average exercise remaining Aggregate intrinsic options price per share contractual term value (in $ millions) Balance as of December 31, 2020 2,994,600 $ 58.30 Granted 1,272,515 $ 87.85 Forfeited (52,267) $ 68.26 Exercised (1) (41,400) $ 55.49 Balance as of December 31, 2021 4,173,448 $ 67.22 Exercisable as of December 31, 2021 2,624,873 $ 55.93 4.8 years 84 Expected to vest as of December 31, 2021 1,548,575 9.5 years 3 (1) During the year ended December 31, 2021, 41,400 vested MIP Options were exercised and net settled in cash for $1 million. The key assumptions used in the valuation of the options granted in 2021 and 2019 are presented in the table below. There were no options granted in 2020. Assumption 2021 2019 Annual risk-free interest rate 1.15 % 1.75 % Equity volatility 29 % 25 % Expected average life of options 6 years 2 years Dividend yield 0 % 0 % The annual risk-free interest rate is determined by considering the U.S. treasury yield risk-free interest rate that corresponds with the expected term of the award. The expected volatility has been determined by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the awards. The expected term is based on the average period the stock- based awards are expected to remain outstanding. Dividend yield of zero was determined as the Company currently does not pay any dividend. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 amount to $3 million, $3 million and $6 million, respectively, and is included within general and administrative expense on the consolidated statements of operations. The Company expects compensation expense, related to unvested stock options, of approximately $35 million to be recognized over the remaining weighted average period of 3 years. |
Shareholders' Equity_2
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity | ||
Shareholders' Equity | (13) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended later to August 2022. As of March 31, 2022, the Company has an amount of $150 million available under Shareholders Equity Commitments that can be drawn at a future date until the earlier of August 2022 and closing of the Business Combination. The Shareholders Equity Commitments will terminate on closing of the Business Combination. The following classes of GBT shares were issued and outstanding as of March 31, 2022: Preferred Shares: There was no issuance of preferred shares during the three months ended March 31, 2022; however, the Company accrued a dividend of $5 million, for the three months ended March 31, 2022, on the outstanding balance of preferred shares. During the three months ended March 31, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT were issued to the ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon (see note 18 — Subsequent Events Voting Ordinary Shares: issued Non-Voting Ordinary Shares: issued Profit Shares issued outstanding MIP Shares — Equity-based Compensation Upon closing of the Business Combination on May 27, 2022, GBT’s authorized, issued and outstanding shares was changed (see note 18 — Subsequent Events Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the three months ended March 31, 2022 and 2021, the Company paid cash of $0 and $1 million, respectively, in relation to accrued capital distribution to cover certain administrative costs of its shareholders. See the discussion above for dividends on preferred shares accrued during the three months ended March 31, 2022. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or shares issued thereof) holders without the consent of such option (or shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of any change in the capitalization of the Company. 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, 2021 $ (38) $ (128) $ 4 $ (162) Net changes during the period, net of tax benefit, $0 (16) — 9 (7) Balance as of March 31, 2022 $ (54) $ (128) $ 13 $ (169) 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, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (9) — — (9) Balance as of March 31, 2021 $ (32) $ (160) $ 4 $ (188) | (20) Shareholders’ Equity In August 2020, the then-existing shareholders of GBT entered into equity commitment letters with GBT pursuant to which each of Amex Coop and Juweel, in their respective capacities as shareholders of GBT, committed to provide up to $150 million each (up to $300 million in the aggregate) of preferred equity financing to GBT, subject to the terms and conditions set forth therein (the “Shareholders Equity Commitments”). The Shareholders Equity Commitments were originally scheduled to survive for a period of one year from the date of execution, which termination date was extended to August 2022 in connection with the $200 million senior secured prior tranche B-2 term loan facility that was established in January 2021 (see note 15 — Long- term Debt On November 1, 2021, concurrently with the completion of the Egencia acquisition (see note 9 — Business Acquisitions The following classes of GBT shares were issued and outstanding as of December 31, 2021: Preferred Shares: During the year ended December 31, 2021, GBT issued 1.5 million preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $150 million, under the above Shareholders Equity Commitments. During the year ended December 31, 2021, the Company accrued a dividend of $10 million on such preferred shares. As the preferred shares of GBT were issued to the current ordinary shareholders, although the preferred shares are redeemable at the option of GBT, these have been classified as mezzanine equity. Voting Ordinary Shares: Non-Voting Ordinary Shares: Profit Shares MIP Shares Equity-Based Compensation Transfer Restrictions and Other Shareholder Rights Preferred shares, voting ordinary shares, non-voting ordinary shares and Profit Shares are subject to the terms of the Shareholders’ Agreement, including provisions regarding tax distributions and transfer restrictions. Shares issued under the Plan are subject to a Management Stockholders’ Agreement, which includes customary provisions regarding tax distributions, transfer restrictions and clawbacks, where permissible. Distributions Any payment in respect of the shares is to be allocated among the classes of shares as set out within the Shareholders Agreement. For the year ended December 31, 2019, the Company made capital distributions of $56 million to its shareholders for the anticipated taxes due on the allocable share of the Company’s profits. There were no such capital distributions to the shareholders for the anticipated taxes for the years ended December 31, 2021 and 2020. Further, for each of the years ended December 31, 2020 and 2019, the Company made capital distributions of $1 million to cover certain administrative costs of its shareholders. There was no such capital distribution to cover administrative costs of the shareholders for the year ended December 31, 2021. See the discussion above for dividends on preferred shares accrued during the year ended December 31, 2021. Antidilution and Related Adjustments Notwithstanding anything in the Company’s articles of association, the Board of Directors shall have the right to make adjustments to the rights of the option (or MIP Shares issued thereof) holders without the consent of such option (or MIP Shares issued thereof) holders as it deems necessary or appropriate to avoid the dilution or enhancement of rights or interests in the event of certain changes in the capitalization of the Company. 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. Accumulated other comprehensive loss, net of tax, consisted of: Currency Defined Unrealized gain on Total accumulated translation benefit plan hedge of investments other (in $ millions) adjustments related in foreign subsidiary comprehensive loss Balance as of December 31, 2018 (17) (26) 4 (39) Net changes during the year, net of tax benefit (1) (4) (55) — (59) Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $( 10) million, $15 million and $12 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to actuarial losses and prior service costs is included as component of net periodic pension benefit (cost) included within other income (expense), net, in the Company’s consolidated statements of operations. |
(Loss) Earnings per share
(Loss) Earnings per share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
(Loss) Earnings per share | (14) Loss per share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) available to the Company by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. For each of the three months ended March 31, 2022 and 2021, the Company had less than 1 million of share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted earnings per share as their inclusion would have been antidilutive, as the Company had incurred a loss during the periods. | (21) (Loss) Earnings per share The following table reconciles the numerators and denominators used in the computation of basic and diluted (loss) earnings per share from continuing operations: Year ended December 31, (in $ millions, except share and per share data) 2021 2020 2019 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income / Net (loss) income from continuing operations $ (475) $ (619) $ 138 Net loss (income) attributable to non-controlling interests in subsidiaries 2 1 (4) Preferred shares dividend (10) — — Net (loss) income / Net (loss) income from continuing operations attributable to the shareholders of the Company’s ordinary shares $ (483) $ (618) $ 134 Denominator – Basic (loss) earnings per share: Weighted average ordinary shares outstanding 37,406,171 36,000,000 36,000,000 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic $ (12.91) $ (17.18) $ 3.72 Denominator – Diluted (loss) earnings per share: Number of ordinary shares used for basic (loss) earnings per share from continuing operations 37,406,171 36,000,000 36,000,000 Weighted average effect of dilutive securities Stock options — — 1,102,120 Weighted average ordinary shares outstanding 37,406,171 36,000,000 37,102,120 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted $ (12.91) $ (17.18) $ 3.61 Basic (loss) earnings per share is based on the weighted average number of ordinary shares outstanding during each period. Diluted (loss) earnings per share is based on the weighted average number of ordinary shares outstanding and the effect of all dilutive share equivalents during each period. For the year ended December 31, 2021, the Company has less than 1 million of weighted average share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted earnings per share as their inclusion would have been antidilutive, as the Company had incurred loss during the year. |
Fair Value Measurements_2_3_4
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Fair Value Measurements | (16) 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 March 31, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — Presented below is a summary of the gross fair value of the Company’s derivative contract, which have been designated as hedging instrument, recorded on the condensed consolidated balance sheets at fair value. As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — 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 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: As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. | (22) Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Pension plan assets — see note 16 — Employee Benefit Plans Assets that are Measured at Fair Value on a Non-recurring Basis Assets that are required to be measured at fair value on a non-recurring basis include goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets. The Company’s impairment review of goodwill is performed annually on December 31 each year. In addition, goodwill, property and equipment, equity-method investments, operating lease ROU assets and other intangible assets are reviewed for impairment if events and circumstances indicate that their carrying amounts may not be recoverable. The Company identified the on-going impact of the COVID-19 pandemic on its current and projected future results of operations as a triggering event requiring quantitative assessment of its property and equipment, equity-method investments, operating lease ROU assets and other intangible assets in 2021. The Company utilized level 3 inputs based on management’s best estimates and assumptions in performing its quantitative assessment. The Company determined that, except for certain equity method investments (see note 8 — Equity Method Investments Other Financial Instruments 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 their fair value due to the short-term maturities of these assets and liabilities. The fair value of the Company’s senior secured initial term loans was determined by considering their fair value based on quoted prices for identical debt instruments when traded as assets and is categorized within Level 2 of the fair value hierarchy. The fair values of the Company’s senior secured prior tranche B-2 term loans and senior secured new tranche B-3 term loans were deemed to be their issuance cost due to a short period of time lapsed since their issuance. The fair values of the Company’s outstanding senior secured term loans are as follows: As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTIES | ||
Related Party Transactions | (17) 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. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of less than $1 million were incurred for each of the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, the Company had $5.0 million and $4.4 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $5 million and $2 million in charges from affiliates of Amex Coop for the three months ended March 31, 2022 and 2021, respectively. Revenues also include income from affiliates of Amex Coop for approximately $5 million and $4 million for the three months ended March 31, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of March 31, 2022 and December 31, 2021, were $18 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $4 million and $15 million as of March 31, 2022 and December 31, 2021, respectively. In anticipation of, and effective upon, the closing of the Business Combination, the parties agreed to amend the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $ 2 million as of both March 31, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.9 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBT, has entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBT the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non-assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBT’s publicly listed entity and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement will also provide GBT’s publicly listed entity 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. Shareholders Agreement GBT has entered into a shareholders’ agreement with its shareholders, which has been amended and restated from time-to-time. The shareholders’ agreement contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of GBT shares. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia An affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $19 million for the three months ended March 31, 2022 and the Company had $9 million and $4 million receivable from the affiliate of Expedia as of March 31, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. For the three months ended March 31, 2022, the total cost charged to the Company was approximately $11 million that was included in the Company’s consolidated statements of operations and as of March 31, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $11 million and $8 million, respectively. Further, as of March 31, 2022 and December 31, 2021, Egencia had a net payable of $4 million and $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and as Expedia collected cash on behalf of Egencia for several of Egencia’s transactions during the three months ended March 31, 2022. | (23) 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. Advisory Services Agreement On March 2, 2016, the Company entered into an advisory services agreement with Certares Management Corp. (“Certares”), an indirect equity owner of the Company, pursuant to which Certares agreed to provide certain advisory services to the Company for which fees of approximately $2.5 million were incurred for each of the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, the Company had $4.4 million and $2.0 million as amounts payable to Certares under this agreement. The agreement is expected to terminate upon the consummation of the Business Combination Agreement. Commercial Agreements In June 2014, in connection with, and as part of, the formation of the Company, GBT III B.V. entered into a series of commercial arrangements on an arm’s-length basis with affiliates of Amex Coop. These arrangements included, among other things, affiliates of Amex Coop’s oversight of certain legal compliance functions of the Company’s business, services in support of the affiliates of Amex Coop’s consumer services and consumer travel businesses, including the Company’s support of certain affiliates of Amex Coop’s partnerships and the parties’ joint negotiation with travel suppliers, American Express card acceptance by the Company as an American Express card merchant, the strategic relationship between the Company and affiliates of Amex Coop’s corporate payments/commercial services business, including lead generation, joint client services and product development, and data sharing, the provision of business travel and meetings and events services by the Company to affiliates of Amex Coop’s, the provision of corporate payments services by the affiliates of Amex Coop’s to the Company and participation in the American Express Membership Rewards Program for the provision of bonus points to qualifying clients of the Company. Subsequent to reorganization in 2019, certain of these contracts were assigned to GBT. In anticipation of, and effective upon, the consummation of the business combination with APSG, the parties agreed to amend the terms of certain of these commercial arrangements. In respect of the above agreements, included in the operating costs are costs of approximately $10 million, $12 million and $34 million in charges from affiliates of Amex Coop for the years ended December 31, 2021, 2020 and 2019, respectively. Revenues also include income from affiliates of Amex Coop for approximately $19 million, $21 million and $23 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2021 and 2020, were $16 million and $4 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $15 million as of both December 31, 2021 and 2020. Apart from above, there are certain tax indemnity (see note 4 — Income Taxes License of American Express Marks In June 2014, in connection with, and as part of, the formation of the Company, GBT US LLC, a wholly- owned subsidiary of GBT, entered into a royalty-free trademark license agreement with American Express pursuant to which GBT US LLC was granted a license for GBT US, GBT III B.V., all wholly-owned subsidiaries of GBT III B.V. and other permitted sublicensees to license the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. In connection with the consummation of the business combination with APSG, the parties will amend and restate the foregoing trademark license agreement to grant GBT Travel Services UK (“GBT UK”), an indirect wholly owned subsidiary of GBT, a long-term, 11-year Shareholders Agreement On June 30, 2014, GBT entered into a shareholders agreement with its then shareholders American Express and a predecessor of Juweel, which contains agreements among the parties with respect to, among other things, board designation rights, consent rights, drag-along and tag-along rights, pre-emptive rights, registration rights and restrictions on the transfer of our shares. On December 10, 2019, in connection with an internal restructuring of GBT, the original shareholders agreement was superseded, and affiliates of Amex Coop., Juweel and GBT entered into a new shareholders agreement. The new shareholders agreement was further amended and restated on March 15, 2021, to, among other things, provide for GBT preferred shares and amend and restate certain other rights and obligations with respect to the GBT capital stock and GBT, and was further amended and restated on November 1, 2021, in connection with the acquisition of Egencia. The consent rights and restrictions on tag-along, drag-along and pre-emptive rights, as well as certain of the restrictions on transfers of shares under the shareholders agreement, terminate upon the consummation of the business combination with APSG. In connection with the business combination with APSG, the Company will enter into a new shareholders agreement that will supersede the current shareholders agreement and will include provisions with respect to tax matters and corporate governance following the business combination with APSG. Commercial and Operating Agreements with Expedia In connection with the acquisition of Egencia, on November 1, 2021, an affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s corporate clients with access to Expedia group hotel content (the “EPS Agreement”). The EPS Agreement requires an affiliate of Expedia to meet certain competitiveness thresholds with respect to the Expedia group hotel content offered to GBT and requires GBT to satisfy certain share of wallet commitments to the affiliate of Expedia (including the making of cash shortfall payments in the event of share of wallet failure, subject to offset based on outperformance by GBT in subsequent periods). The GBT’s share of wallet obligations are subject to adjustment for future acquisitions and dispositions and the failure of the affiliate of Expedia to meet agreed competitiveness thresholds. As a result of the above agreement, the Company recognized revenue of $8 million for the period ended December 31, 2021 and as of December 31, 2021, the Company had a $4 million receivable from the affiliate of Expedia. As part of the Egencia acquisition, on November 1, 2021, GBT UK entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), 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 GBT. The initial term of the Egencia TSA is 18 months. The initial term of each service is set forth in the Egencia TSA, and the term of certain services is subject to extension under certain circumstances. GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc. For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in the same manner as pricing for such services was historically determined by Expedia, Inc. For services that were not provided by Expedia, Inc. to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services. For the period ended December 31, 2021, the total cost charged to the Company was approximately $8 million that was included in the Company’s consolidated statements of operations and as of December 31, 2021 the Company had a payable to Expedia Inc. of $8 million. As of November 1, 2021, the date the Egencia acquisition was consummated, Egencia had a balance payable to Expedia of $26 million on account of pre-acquisition transactions between Egencia and Expedia. Further, pending completion of transition of several processes, Expedia collected cash on behalf of Egencia for several of Egencia’s transactions. As a result, as of December 31, 2021, Egencia had a net payable of $16 million to Expedia. |
Segment Informatiom
Segment Informatiom | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | (24) Segment Information Reportable segments are determined based upon the Company’s internal organizational structure; the manner in which the Company’s operations are managed; the criteria used by the Company’s Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information utilized on a regular basis by the CODM to assess financial performance and to allocate resources; and overall materiality considerations. All significant operating decisions are based on analysis of the Company as a single global business. The Company has determined it has two operating segments, Business Travel and Meetings and Events, that have been aggregated and presented as one reportable segment due to their similar economic characteristics, nature of services provided, type of customers, methods used to provide services and regulatory environment. The financial measures which the Company’s CODM uses to evaluate the performance of the Company are net revenue and Adjusted EBITDA, which is defined as net income (loss) before interest income, interest expense, benefit from (provision for) income taxes, and depreciation and amortization and further excluding costs that management believes are non-core to the underlying business of the Company including restructuring costs, integration costs, costs related to mergers and acquisitions, separation costs, non-cash equity-based compensation, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (cost) and gains (losses) on disposal of business. The CODM also regularly reviews revenue by transaction type — Travel Revenue and Products and Professional Services Revenue (see note 3 — Revenue from Contracts with Customers The Company maintains operations in the United States, United Kingdom and other international territories. The table below presents the Company’s revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location: United United All other (in $ millions) States Kingdom countries Total Revenue Year ended December 31, 2021 $ 226 $ 276 $ 261 $ 763 Year ended December 31, 2020 $ 191 $ 314 $ 288 $ 793 Year ended December 31, 2019 $ 511 $ 925 $ 683 $ 2,119 Long-lived assets As of December 31, 2021 $ 100 $ 76 $ 99 $ 275 As of December 31, 2020 $ 38 $ 93 $ 118 $ 249 The geographical determination of revenue is based on the jurisdiction of the legal entity contracting with the customer. No single customer accounted for 10 percent or more of the Company’s revenue for the years ended December 31, 2021, 2020 and 2019. Similarly, no single customer accounted for 10 percent or more of the accounts receivable balance as of December 31, 2021 and 2020. |
Subsequent Events_2_3_4
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
Subsequent Events | (18) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through June 3, 2022, the date the condensed consolidated financial statements as of and for the three months ended March 31, 2022 were available for issuance. Borrowings under the senior secured credit agreement On May 19, 2022, the Company borrowed a principal amount of $100 million of senior secured tranche B-3 term loans under the $200 million of delayed draw commitments that were established under the Tranche B-3 DDTL Facility. On May 25, 2022, the Company issued a notice to the administrative agent under the senior secured credit agreement requesting an additional borrowing of the last remaining $100 million of delayed draw commitments under the Tranche B-3 DDTL facility. It is expected that the funding of such requested borrowing will be completed on June 9, 2022, subject to certain customary borrowing conditions. Closing of Business Combination with APSG The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. Upon closing, APSG was renamed as Global Business Travel Group, Inc. and GBT became a directly subsidiary of GBTG. The Business Combination will be accounted for as a reverse recapitalization, with no asset or liability fair valued or any goodwill and other intangible assets recognized. At the closing of the Business Combination: ● GBT’s class of shares changed and the new shares comprised of: (i) A ordinary shares (ii) B ordinary shares (iii) C Ordinary shares and (iv) Z ordinary shares. The existing GBT shares were converted to new shares based on a conversion ratio as determined under the Business Combination Agreement. ● GBT issued and sold to GBTG/APSG, and GBTG/APSG subscribed for and purchased from GBT, (i) 56,945,033 number of A ordinary shares of GBT equal to the number of shares of GBTG/APSG class A common stock and (ii) a Z ordinary share of GBT, and after considering payment of certain transaction expenses and redemption of preferred shares of $168 million (including accrued dividends until the date of closing), GBT received net proceeds of $128 million upon closing of the Business Combination. ● GBTG/APSG issued and sold to GBT, and GBT subscribed for and purchased from GBTG/APSG, 394,448,481 shares of GBTG/APSG’s class B common stock equal to the total number of B ordinary shares of GBT issued in connection with the Business Combination Agreement, and GBT paid to GBTG/APSG the par value amount per share for such share subscription. ● Juweel, Expedia and Amex Coop (together the “Continuing JerseyCo Owners”) and GBT entered into a class B common stock distribution agreement pursuant to which GBT distributed to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner accepted from GBT, the shares of class B common stock that GBT acquired in connection with the GBTG/APSG subscription of such shares as discussed above, in partial consideration for the redemption and cancellation of the existing GBT ordinary shares held by the Continuing JerseyCo Owners. Upon such distribution and exchange, GBT’s existing voting, non-voting and profit shares were cancelled. ● Holders of GBT ordinary shares, profit shares, MIP shares and GBT MIP Options were granted an aggregate of 15,000,000 C ordinary shares, that were allocated among such holders on a pro rata basis. C ordinary shares are “earnout” shares and vest as follows: ● One -half, if the volume-weighted average price (“VWAP”) of class A common stock of GBTG is greater than or equal to $12.50 per share for any 20 trading days within a period of 30 consecutive trading days ● One -half, if the VWAP of class A common stock of GBTG is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days To the extent that either of the aforementioned triggering events do not occur within the five year vesting period, such shares will be forfeited and terminated. As a result, after the closing of the Business Combination transaction, GBT had 56,945,033 A ordinary shares, 394,448,481 B ordinary shares and one Z ordinary issued outstanding | (25) Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, through March 21, 2022, the date the consolidated financial statements as of and for the year ended December 31, 2021 were available for issuance. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | GBT JERSEYCO LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS GBT JERSEYCO LIMITED SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2021, 2020 AND 2019 Balance at Charged to Write-offs beginning expense or and other Balance at (in $ millions) of year other accounts adjustments end of year Allowance for doubtful debts Year ended December 31, 2021 $ 14 $ (5) $ (5) $ 4 Year ended December 31, 2020 $ 11 $ 4 $ (1) $ 14 Year ended December 31, 2019 $ 10 $ — $ 1 $ 11 Valuation allowance for deferred tax assets Year ended December 31, 2021 $ 119 $ (1) $ (2) $ 116 Year ended December 31, 2020 $ 88 $ 31 $ — $ 119 Year ended December 31, 2019 $ 89 $ (1) $ — $ 88 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Consolidation | Consolidation The Company’s consolidated financial statements include the accounts of GBT, GBT’s wholly-owned subsidiaries and entities controlled by GBT. 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. |
Use of Estimates | 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. Actual results could differ materially from those estimates. Significant estimates used by the Company include estimates related to supplier revenue, collectability of receivables, depreciable lives of property and equipment, valuation of equity issued as purchase consideration in business combination, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, measurement of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income tax assets and contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash and cash equivalents that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. The Company had $9 million of restricted cash as of both December 31, 2021 and 2020, which is included in other non-current assets in the consolidated balance sheets (see note 12 — Other Non-Current Assets |
Accounts Receivable | Accounts Receivable Accounts receivable primarily includes trade accounts receivable from corporate clients, travel suppliers and government for grants receivable, less allowances for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Local review of accounts receivable is performed on a regular basis by considering factors such as historical experience, credit worthiness and the age of the accounts receivable balance. In circumstances where the Company is aware of a specific client’s inability to meet its financial obligations (e.g. bankruptcy filings, failure to pay amounts due to the Company, or other known client liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic (see note 1 — Business Description and Basis of Presentation |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company also capitalizes certain costs associated with the acquisition or development of internal- use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost incurred related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 – 10 years or lease term Furniture, fixtures and other equipment Up to 7 years |
Equity Method Investments | Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Based on the Company’s assessment, the Company recorded $2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of (losses) earnings from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2020 and 2019. |
Business Combinations and Goodwill | Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. For periods prior to January 1, 2020, when an impairment existed, it was recorded to the extent that the implied fair value of goodwill was less than the carrying value of goodwill. The Company adopted the new accounting standard update on goodwill impairment on January 1, 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2021, 2020 and 2019 because quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. |
Impairment of Other Intangible Assets and Long-Lived Assets | Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Corporate client relationships 10 – 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non- lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. Operating leases are included in operating lease ROU assets and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as long-term on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/ provision for income taxes in its consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: 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. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on certain historical net investment hedges. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2021, over 60% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. |
Revenue Recognition | Revenue Recognition The Company generates revenue in two primary ways: 1) Travel Revenues which include fees received from corporate clients and travel suppliers relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and 2) Products and Professional Services Revenues which include revenues received from corporate clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) corporate clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a corporate client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/corporate clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenue Client Fees Transaction Fees and Other Revenues: Consideration Payable to Clients and Client Incentives Supplier Fees Base Commissions and Incentives Override Revenues: GDS Revenues Products and Professional Services Revenues Management Fees Product Revenues Consulting and Meeting and Events Revenues Other Revenues |
Cost of revenue | Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counsellors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools. |
Sales and marketing | Sales and marketing Sales and marketing primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. |
Technology and content | Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. |
General and Administrative | General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support including expenses associated with the executive non-cash equity plan and long-term incentive plans, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. |
Restructuring charges | Restructuring charges Restructuring and other charges consist primarily of costs associated with (i) employee termination benefits and (ii) lease exit and related costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. When the Company ceases using a facility but does not intend to or is unable to terminate the operating lease or intends or is able to sublease, the Company records a liability for the remaining payments of non-lease components. Costs associated with exit or disposal activities, including impairment of operating lease ROU assets are presented as restructuring charges in the consolidated statement of operations (see note 14 — Restructuring Charges |
Advertising Expense | Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in general and administrative expenses on the consolidated statements of operations, was approximately $2 million, $3 million and $8 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Equity-based Compensation | Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of stock options to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the date of grant and vesting conditions. |
Pension and Other Post-retirement Benefits | Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non- contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans within other non- current liabilities on its consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension benefit (costs), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. |
Interest Expense and Interest Income | Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method. Interest income is comprised of interest earned from bank deposits. |
Foreign Currency Translations and Transaction Gain (Loss) | Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. |
Income (Loss) Per Share | Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no new accounting standards adopted by the Company during the year ended December 31, 2021. |
Recent Accounting Pronouncements - Not Yet Adopted | Recent Accounting Pronouncements — Not Yet Adopted Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes” Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” 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.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”) expected to be discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU would impact contract modifications and other changes that occur while LIBOR is phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is in the process of evaluating the optional relief guidance provided within this ASU and is also reviewing its debt instrument that utilizes LIBOR as the reference rate. The Company will continue to evaluate and monitor developments and its assessment of this guidance during the LIBOR transition period. Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “Disclosures by Business Entities about Government Assistance” which provides for disclosures by business entities about government assistance. The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The guidance is effective for the Company for annual periods beginning after December 15, 2021, with early application permitted, and can be applied either prospectively or retrospectively. The Company does not expect that adoption of this guidance will have any material impact on the consolidated financial statements of the Company . |
Summary of Significant Accou_15
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of assets | Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 – 10 years or lease term Furniture, fixtures and other equipment Up to 7 years |
Schedule of estimated useful lives of finite-lived intangible assets | Trademarks / tradenames 5 – 10 years Corporate client relationships 10 – 15 years Supplier relationships 10 years Travel partner network 10 years |
Revenue from Contracts with C_7
Revenue from Contracts with Customers (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contracts with Customers | ||
Schedule of disaggregation of revenue | Three months ended March 31, (in $ millions) 2022 2021 Travel revenue $ 256 $ 62 Products and professional services revenue 94 64 Total revenue $ 350 $ 126 | Year ended December 31, (in $ millions) 2021 2020 2019 Travel revenue $ 446 $ 468 $ 1,605 Products and professional services revenue 317 325 514 Total revenue $ 763 $ 793 $ 2,119 |
Schedule of accounts receivables, net, contract assets and contract liabilities | Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivables, net (1) (non-current) (current) Balance as of March 31, 2022 $ 554 $ (8) $ 25 Balance as of December 31, 2021 $ 375 $ (3) $ 18 (1) Accounts receivables, net, exclude balances not related to contracts with customers. | Contract assets (liabilities) Contract liabilities Accounts Client incentives, net Deferred revenue (in $ millions) receivable, net (1) (non-current) (current) Balance as of December 31, 2021 $ 375 $ (3) $ 18 Balance as of December 31, 2020 $ 119 $ 9 $ 18 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Summary of company's domestic and foreign (loss) / income before income taxes and share of (losses) / earnings from equity method investments | Year ended December 31, (in $ millions) 2021 2020 2019 Domestic $ (441) $ (529) $ 120 Foreign (212) (230) 73 (Loss) income before income taxes and share of (losses) earnings from equity method investments $ (653) $ (759) $ 193 |
Summary of components of benefit from (provision for) income taxes | Year ended December 31, (in $ millions) 2021 2020 2019 Current taxes: Domestic $ 1 $ 12 $ — Foreign 7 23 (36) Current income tax benefit (expense) 8 35 (36) Deferred taxes: Domestic 132 90 (8) Foreign 46 20 (16) Deferred tax benefit (expense) 178 110 (24) Benefit from (provision for) income taxes $ 186 $ 145 $ (60) |
Summary of reconciliation of U.K. statutory tax rate of the Company's effective income tax rate | Year ended December 31, 2021 2020 2019 Tax at statutory rate 19.00 % 19.00 % 19.00 % Changes in taxes resulting from: Permanent differences (2.25) (0.18) 3.82 Local and state taxes 0.37 0.24 3.06 Change in valuation allowance (2.57) (2.25) 1.69 Change in enacted tax rates 5.26 — — Rate differential in the United Kingdom 3.81 — — Foreign tax rate differential 2.08 1.65 0.69 Return to provision adjustment 1.67 (0.6) (1.17) Tax settlement and uncertain tax positions 0.94 (0.61) 3.01 Other 0.08 1.88 0.94 Tax at effective rate 28.39 % 19.13 % 31.04 % |
Summary of components of the Company's deferred tax assets and liabilities | As of December 31, (in $ millions) 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 391 $ 231 Pension liability 74 86 Interest expense deduction restriction 23 2 Operating lease liabilities 20 21 Accrued liabilities 7 12 Goodwill 1 1 Other 2 — Valuation allowance (116) (119) Deferred tax assets 402 234 Netted against deferred tax liabilities (120) (17) Deferred tax assets as presented in the consolidated balance sheets $ 282 $ 217 Deferred tax liabilities: Intangible assets $ (214) $ (86) Operating lease ROU assets (14) (15) Property and equipment (4) (10) Goodwill (2) (2) Other (5) (4) Deferred tax liabilities (239) (117) Netted against deferred tax assets 120 17 Deferred tax liabilities as presented in the consolidated balance sheets $ (119) $ (100) |
Summary of remaining net operating loss carryforward | (in $ millions) Amount 2022 $ 8 2025 2 2026 2 2027 3 2029 2 2030 16 2031-2041 54 |
Schedule of movement of uncertain tax position liability | As of December 31, (in $ millions) 2021 2020 2019 Balance, beginning of the year $ 9 $ 11 $ 9 Increases to tax positions related to acquisitions 4 — — Increases to tax positions related to the current year — — 4 Increases to tax positions related to prior years — — 3 Release / settlement during the year (6) (2) (5) Balance, end of the year $ 7 $ 9 $ 11 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income (Expense), Net | |
Schedule of other income (expense), net | Year ended December 31, (in $ millions) 2021 2020 2019 Foreign exchange gains, net $ — $ 12 $ (4) Loss on disposal of businesses (1) — (3) Non-service components of net periodic pension benefit 9 2 4 Other income (expense), net $ 8 $ 14 $ (3) |
Prepaid Expenses and Other Cu_5
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses and Other Current Assets | As of March 31, December 31, (in $ millions) 2022 2021 Prepaid expenses $ 48 $ 42 Income tax receivable 31 32 Deferred offering costs 24 21 Value added and similar taxes receivables 14 11 Other prepayments and receivables 26 31 Prepaid expenses and other current assets $ 143 $ 137 | As of December 31, (in $ millions) 2021 2020 Value added and similar taxes receivables $ 11 $ 46 Prepaid travel expenses 42 44 Income tax receivable 32 25 Deferred offering costs 21 — Other prepayments and receivables 31 11 Prepaid expenses and other current assets $ 137 $ 126 |
Property and Equipment, Other (
Property and Equipment, Other (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Schedule of property and equipment, other | As of March 31, December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 306 $ 304 Computer equipment 67 65 Leasehold improvements 52 52 Furniture, fixtures and other equipment 6 6 Capital projects in progress 14 9 445 436 Less: accumulated depreciation and amortization (232) (220) Property and equipment, net $ 213 $ 216 | As of December 31, (in $ millions) 2021 2020 Capitalized software for internal use $ 304 $ 240 Computer equipment 65 63 Leasehold improvements 52 48 Furniture, fixtures and other equipment 6 13 Capital projects in progress 9 6 436 370 Less: accumulated depreciation and amortization (220) (176) Property and equipment, net $ 216 $ 194 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition | |
Summary of preliminary fair values of assets acquired and liabilities assumed | (in $ millions) Amount Cash and cash equivalents $ 73 Accounts receivable 154 Prepaid expenses and other current assets 32 Property and equipment 58 Goodwill 307 Other intangible assets 440 Operating lease right-of-use assets 9 Deferred tax assets 21 Other non-current assets 30 Total assets 1,124 Accounts payable 56 Due to affiliates 26 Accrued expenses and other current liabilities 80 Operating lease liabilities 10 Deferred tax liabilities 134 Other non-current liabilities 2 Total liabilities 308 Purchase consideration / Net assets acquired $ 816 |
Summary of fair value and amortization periods of identifiable intangible assets acquired | Fair value of Amortization acquired intangibles period (in $ millions) (in years) Corporate client relationships $ 390 $ 15 Tradenames 50 10 Acquired technology 50 5 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Other Intangible Assets, Net | ||
Schedule of changes in goodwill | The following table sets forth changes in goodwill during the three months ended March 31, 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments 2 Currency translation adjustments (14) Balance as of March 31, 2022 $ 1,346 | The following table sets forth changes in goodwill during the years ended December 31, 2021 and 2020: (in $ millions) Amount Balance as of December 31, 2019 $ 1,023 Currency translation adjustments 5 Balance as of December 31, 2020 1,028 Additions (1) 343 Currency translation adjustments (13) Balance as of December 31, 2021 1,358 (1) Relates to acquisition of Ovation ( $36 million) and Egencia ($ 307 million) (see note 9 — Business Acquisitions ). |
Schedule of other intangible assets with definite lives | March 31, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (64) $ 51 $ 115 $ (62) $ 53 Corporate client relationships 815 (209) 606 815 (189) 626 Supplier relationship 254 (194) 60 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,188 $ (470) $ 718 $ 1,188 $ (442) $ 746 | The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (62) $ 53 $ 61 $ (60) $ 1 Corporate client relationships 815 (189) 626 400 (145) 255 Supplier relationship 254 (188) 66 254 (163) 91 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets, net $ 1,188 $ (442) $ 746 $ 719 $ (371) $ 348 |
Schedule of estimated amortization expense relating to definite-live intangible assets | (in $ millions) Amount 2022 $ 93 2023 93 2024 72 2025 51 2026 50 Thereafter 387 Total $ 746 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of supplemental cash flow information related to leases | Year ended December 31, (in $ millions) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 31 Cash used in financing activities related to finance leases $ 2 $ — ROU assets obtained in exchange for lease obligations: Operating lease $ 9 $ 21 Finance lease $ — $ 5 Additions to ROU assets on account of business acquisitions Operating lease $ 20 $ — |
Schedule of undiscounted future payments for operating and finance lease liabilities | The following table sets out the undiscounted future payments for operating and finance lease liabilities as of December 31, 2021: Operating lease Finance lease (in $ millions) liabilities liabilities 2022 $ 31 $ 2 2023 24 2 2024 16 — 2025 10 — 2026 6 — Thereafter 21 — Total undiscounted future payments 108 4 Less: Interest cost included (26) — Total lease liabilities 82 4 Less: Current portion of lease liabilities 21 2 Long-term portion of lease liabilities $ 61 $ 2 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-Current Assets | |
Schedule of consist of other non-current assets | As of December 31, (in $ millions) 2021 2020 Client incentives, net $ — $ 9 Restricted cash 9 9 Other assets 32 6 Other non-current assets $ 41 $ 24 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | ||
Schedule of accrued expenses and other current liabilities | As of March 31, December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 160 $ 198 Accrued operating expenses 131 147 Accrued restructuring costs (see note 9) 57 69 Client deposits 45 59 Deferred revenue 25 18 Value added and similar taxes payable 9 6 Income tax payable 7 7 Other payables 14 15 Accrued expenses and other current liabilities $ 448 $ 519 | |
Schedule of accrued expenses and other current liabilities | As of December 31, (in $ millions) 2021 2020 Accrued payroll and related costs $ 198 $ 126 Accrued operating expenses 147 120 Accrued restructuring costs (see note 14) 69 97 Client deposits 59 33 Deferred revenue 18 18 Value added and similar taxes payable 6 43 Income tax payable 7 — Other payables 15 3 Accrued expenses and other current liabilities $ 519 $ 440 |
Restructuring Charges (Tables_2
Restructuring Charges (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restructuring Charges. | ||
Schedule of accrued restructuring cost | The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the three months ended March 31, 2022: (in $ millions) Employee related Facility Total Balance as of December 31, 2021 $ 64 $ 5 $ 69 Charges 2 — 2 Cash settled (13) (1) (14) Balance as of March 31, 2022 53 4 57 | The table below sets forth accrued restructuring cost, included in accrued expenses and other current liabilities, for the years ended December 31, 2021, 2020 and 2019: (in $ millions) Employee related Facility Total Balance as of December 31, 2018 8 — 8 Charges 12 — 12 Cash settled (10) — (10) Balance as of December 31, 2019 10 — 10 Charges 178 28 206 Cash settled (95) (5) (99) Other non-cash (1) — (20) (20) Balance as of December 31, 2020 94 3 97 Charges, net 13 1 14 Acquired on acquisition 30 — 30 Reclassification (4) 4 — Other non-cash (1) — (1) (1) Cash settled (69) (2) (71) Balance as of December 31, 2021 $ 64 $ 5 $ 69 (1) Includes impairment of operating lease ROU assets of $1 million and $20 million for the years ended December 31, 2021 and 2020, respectively. |
Long-term Debt (Tables)_2
Long-term Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt.. | ||
Schedule of outstanding amount of long-term debt | As of March 31, December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 241 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 800 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,041 1,042 Less: Unamortized debt discount and debt issuance costs (18) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 1,023 Less: Current portion of long-term debt 3 3 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of March 31, 2022 and December 31, 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of March 31, 2022 and December 31, 2021. (3) Stated interest rate of LIBOR + 2.25% as of March 31, 2022 and December 31, 2021. | The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2021 2020 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 242 $ 244 Principal amount of senior secured prior tranche B-1 term loans (2) — 399 Principal amount of senior secured prior tranche B-2 term loans (3) — — Principal amount of senior secured new tranche B-3 term loans (Maturity – December 2026) (4) 800 — Principal amount of senior secured revolving credit facility (Maturity – August 2023) (5) — — 1,042 643 Less: Unamortized debt discount and debt issuance costs (19) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,023 624 Less: Current portion of long-term debt 3 7 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,020 $ 617 (1) Stated interest rate of LIBOR + 2.50% as of December 31, 2021 and 2020. (2) The outstanding principal amount of senior secured prior tranche B-1 term loans were repaid in full in December 2021. See discussion below. (3) The outstanding principal amount of senior secured prior tranche B-2 term loans were repaid in full in December 2021. See discussion below. (4) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of December 31, 2021. (5) Stated interest rate of LIBOR + 2.25% as of December 31, 2021 and 2020. As of December 31, (in $ millions) 2021 2020 2019 Beginning balance $ 19 $ 10 12 Capitalized during the year 18 12 — Amortized/written-off during the year (18) (3) (2) Closing balance $ 19 $ 19 10 Aggregate maturities of debt as of December 31, 2021 are as follows: (in $ millions) Amount Year ending December 31, 2022 $ 3 2023 3 2024 3 2025 233 2026 800 1,042 Less: Unamortized debt discount and debt issuance costs (19) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,023 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans | |
Schedule of changes in the defined benefit obligation and fair value of plan assets | As of December 31, (in $ millions) 2021 2020 Changes in benefit obligation: Benefit obligation, beginning of year $ 1,046 $ 890 Service cost 6 7 Interest cost 13 15 Plan participants’ contribution 1 1 Actuarial (gain) loss, net (18) 131 Benefit paid (22) (26) Plan amendments (1) 3 Curtailments and settlements (3) (16) Expenses paid from assets (1) (2) Currency translation adjustment (20) 43 Benefit obligation, end of year 1,001 1,046 Change in fair value of plan assets Fair value of plan assets, beginning of year 634 549 Employer contributions 25 25 Plan participants’ contributions 1 1 Benefits paid (22) (26) Actual return on plan assets 47 68 Expenses paid from assets (1) (2) Plan settlements (3) (11) Currency translation adjustments (11) 30 Fair value of plan assets, end of year $ 670 $ 634 Unfunded status $ 331 $ 412 |
Schedule of amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) | The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) is as follows: As of December 31, (in $ millions) 2021 2020 Unrecognized net actuarial loss $ 150 $ 190 Prior service cost 3 5 Total 153 195 Deferred taxes (25) (35) Amounts recognized in accumulated other comprehensive loss $ (128) $ 160 |
Schedule of components of net periodic pension benefit (cost) | The following table provides the components of net periodic pension benefit (cost) for the years ended December 31, 2021, 2020 and 2019: Year ended December 31, (in $ millions) 2021 2020 2019 Service cost $ 6 $ 7 $ 7 Interest cost 13 15 19 Expected return on plan assets (25) (24) (26) Amortization of actuarial loss (gain) 4 2 — Curtailments and settlements (1) 4 — Net periodic pension (benefit) cost $ (3) $ 4 $ — |
Schedule of weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation | The weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation were as follows: Year ended December 31, 2021 2020 2019 Net periodic pension (benefit) cost: Interest cost discount rate 1.2 % 1.8 % 2.5 % Expected long-term return on plan assets 4.4 % 4.4 % 5.5 % Rate of compensation increase 2.6 % 2.6 % 2.6 % Projected benefit obligation: Discount rate 1.7 % 1.2 % |
Schedule of weighted average asset allocations | The weighted average asset allocations as of December 31, 2021 and 2020 were: 2021 2020 Actual Target Actual Target Asset Class Allocations Allocations Allocations Allocations Equity securities 15 % 4 % 11 % 4 % Debt securities 38 21 30 33 Other 47 75 59 63 Total 100 % 100 % 100 % 100 % |
Schedule of fair value of plan assets | The table below sets out the fair value of pension plan assets as of December 31, 2021: As of December 31, 2021 (in $ millions) Level 1 Level 2 Level 3 Total Equity funds $ — $ 73 $ 28 $ 101 Debt funds — 246 11 257 Real estate funds — 72 19 91 Other 7 123 33 163 $ 7 $ 514 $ 91 612 Other investments measured at NAV 58 Total fair value of plan assets $ 670 The table below sets out the fair value of pension plan assets as of December 31, 2020: As of December 31, 2020 (in $ millions) Level 1 Level 2 Level 3 Total Equity funds $ — $ — $ 22 $ 22 Debt funds — 103 11 114 Real estate funds — — 90 90 Other 4 117 95 216 $ 4 $ 220 $ 218 442 Other investments measured at NAV 192 Total fair value of plan assets $ 634 |
Schedule of estimated future benefit payments estimated future benefit payments | The Company expects the defined benefit pension plans to make the following estimated future benefit payments: (in $ millions) Amount 2022 $ 22 2023 24 2024 24 2025 26 2026 26 2027-2031 149 |
Equity-Based Compensation - (Ta
Equity-Based Compensation - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of activity of options granted under the Plan | Weighted Weighted average Number of average exercise remaining Aggregate intrinsic options price per share contractual term value (in $ millions) Balance as of December 31, 2020 2,994,600 $ 58.30 Granted 1,272,515 $ 87.85 Forfeited (52,267) $ 68.26 Exercised (1) (41,400) $ 55.49 Balance as of December 31, 2021 4,173,448 $ 67.22 Exercisable as of December 31, 2021 2,624,873 $ 55.93 4.8 years 84 Expected to vest as of December 31, 2021 1,548,575 9.5 years 3 (1) During the year ended December 31, 2021, 41,400 vested MIP Options were exercised and net settled in cash for $1 million. |
Schedule of key assumptions used in the valuation of the options granted | Assumption 2021 2019 Annual risk-free interest rate 1.15 % 1.75 % Equity volatility 29 % 25 % Expected average life of options 6 years 2 years Dividend yield 0 % 0 % |
Shareholders' Equity (Tables)_2
Shareholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' 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, 2021 $ (38) $ (128) $ 4 $ (162) Net changes during the period, net of tax benefit, $0 (16) — 9 (7) Balance as of March 31, 2022 $ (54) $ (128) $ 13 $ (169) 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, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (9) — — (9) Balance as of March 31, 2021 $ (32) $ (160) $ 4 $ (188) | Currency Defined Unrealized gain on Total accumulated translation benefit plan hedge of investments other (in $ millions) adjustments related in foreign subsidiary comprehensive loss Balance as of December 31, 2018 (17) (26) 4 (39) Net changes during the year, net of tax benefit (1) (4) (55) — (59) Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $( 10) million, $15 million and $12 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
(Loss) Earnings per share (Tabl
(Loss) Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted (loss) earnings per share | Year ended December 31, (in $ millions, except share and per share data) 2021 2020 2019 Numerator – Basic and diluted (loss) earnings per share: Net (loss) income / Net (loss) income from continuing operations $ (475) $ (619) $ 138 Net loss (income) attributable to non-controlling interests in subsidiaries 2 1 (4) Preferred shares dividend (10) — — Net (loss) income / Net (loss) income from continuing operations attributable to the shareholders of the Company’s ordinary shares $ (483) $ (618) $ 134 Denominator – Basic (loss) earnings per share: Weighted average ordinary shares outstanding 37,406,171 36,000,000 36,000,000 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic $ (12.91) $ (17.18) $ 3.72 Denominator – Diluted (loss) earnings per share: Number of ordinary shares used for basic (loss) earnings per share from continuing operations 37,406,171 36,000,000 36,000,000 Weighted average effect of dilutive securities Stock options — — 1,102,120 Weighted average ordinary shares outstanding 37,406,171 36,000,000 37,102,120 (Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted $ (12.91) $ (17.18) $ 3.61 |
Fair Value Measurements (Tabl_4
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Summary of the gross fair value of the Company's derivative contract | As of Fair Value March 31, December (in $ millions) Balance sheet location Hierarchy 2022 31, 2021 Interest rate swaps Other non-current assets Level 2 $ 9 $ — | |
Summary of fair values of the Company's outstanding senior secured term loans | As of As of Fair March 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarch amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 226 $ 236 $ 233 Senior secured new tranche B-3 term loans Level 3 $ 788 $ 767 $ 787 $ 800 (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. | As of December 31, 2021 As of December 31, 2020 Fair Fair (in $ millions) Carrying amount (1) Value Carrying amount (1) value Senior secured initial term loans $ 236 $ 233 $ 237 $ 231 Senior secured prior tranche B-1 term loans $ — $ — $ 387 $ 399 Senior secured new tranche B-3 term loans $ 787 $ 800 $ — $ — (1) Outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Schedule of revenue and long-lived assets by segments | United United All other (in $ millions) States Kingdom countries Total Revenue Year ended December 31, 2021 $ 226 $ 276 $ 261 $ 763 Year ended December 31, 2020 $ 191 $ 314 $ 288 $ 793 Year ended December 31, 2019 $ 511 $ 925 $ 683 $ 2,119 Long-lived assets As of December 31, 2021 $ 100 $ 76 $ 99 $ 275 As of December 31, 2020 $ 38 $ 93 $ 118 $ 249 |
Business Description and Basi_4
Business Description and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 16, 2021 USD ($) | Nov. 01, 2021 shares | Mar. 31, 2022 USD ($) segment | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | May 25, 2022 USD ($) | Dec. 02, 2021 USD ($) | Aug. 31, 2020 USD ($) | Dec. 09, 2019 | Nov. 28, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Net (loss) income | $ (91) | $ (114) | $ (475) | $ (619) | $ 138 | |||||||
Cash outflows from operations | (154) | (114) | (512) | (250) | $ 227 | |||||||
Amount funded | $ 50 | |||||||||||
Current portion of long-term debt | 3 | 3 | 7 | |||||||||
Liquidity | 916 | |||||||||||
Cash and cash equivalents | 329 | 516 | $ 584 | |||||||||
Shareholders equity commitments | 150 | |||||||||||
Senior secured revolving credit facility | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Undrawn commitments | 50 | |||||||||||
Senior secured new tranche B-3 term loan facilities | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Aggregate principal amount | $ 100 | |||||||||||
Liquidity | 700 | |||||||||||
Undrawn commitments | 200 | |||||||||||
Senior secured new tranche B-3 term loans | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Aggregate principal amount | $ 100 | $ 100 | ||||||||||
Amount funded | 785 | |||||||||||
Senior secured new tranche B-3 term loans | Senior secured new tranche B-3 term loan facilities | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,000 | |||||||||||
Amount funded | $ 800 | |||||||||||
New Tranche B-3 DDTL Facility [Member] | Senior secured new tranche B-3 term loan facilities | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Aggregate principal amount | $ 200 | |||||||||||
Debt Instrument, Delayed Draw Term | 6 months | |||||||||||
Senior Secured Prior Tranche B-1 and B-2 Term Loans [Member] | Senior secured new tranche B-3 term loan facilities | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Current portion of long-term debt | $ 545 | |||||||||||
Senior secured prior tranche B-2 term loans | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Aggregate principal amount | $ 200 | |||||||||||
Amount funded | 150 | |||||||||||
Senior secured prior tranche B-2 term loans | Senior secured new tranche B-3 term loan facilities | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Current portion of long-term debt | $ 50 | |||||||||||
Expedia | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of non-voting ordinary shares issued | shares | 8,413,972 | |||||||||||
Amex Coop | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 50% | 40.50% | 50% | |||||||||
Amex Coop | GBT III B.V [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 50% | |||||||||||
Amex Coop | Expedia | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 40.50% | |||||||||||
Juweel | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 50% | 40.50% | 50% | |||||||||
Juweel | GBT III B.V [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 50% | |||||||||||
Juweel | Expedia | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 40.50% | |||||||||||
Expedia | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 19% | |||||||||||
Number of non-voting ordinary shares issued | shares | 8,413,972 | |||||||||||
Expedia | Expedia | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of Ownership interest in joint venture | 19% |
Summary of Significant Accou_16
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Government grants and other assistance benefits for salaries and wages | $ 6 | $ 26 | $ 64 | $ 101 |
Government grants receivable | $ 8 | $ 6 | $ 25 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Noncurrent Assets [Member] | ||
Restricted cash | $ 9 | $ 9 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized software for internal use | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 2 years 6 months |
Capitalized software for internal use | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Computer Equipment [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer Equipment [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Equity method investments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Impairment of equity method investment | $ 2,000,000 | $ 0 | $ 0 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Business Combinations and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Impairment of other intangible assets and long-lived assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Trademarks and Trade Names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 5 years |
Trademarks and Trade Names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 10 years |
Customer Relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 10 years |
Customer Relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 15 years |
Supplier relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 10 years |
Travel Partner Network [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 10 years |
Summary of Significant Accou_22
Summary of Significant Accounting Policies - Other (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Percentage of cash balance with single bank | 60% | ||
Threshold limit on fair value of plan assets, in determining actuarial gains and losses | 10% | ||
General and Administrative Expense [Member] | |||
Advertisement expense | $ 2 | $ 3 | $ 8 |
Revenue from Contracts with C_8
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers | |||||
REVENUE | $ 350 | $ 126 | $ 763 | $ 793 | $ 2,119 |
Minimum | |||||
Revenue from Contracts with Customers | |||||
Invoice due period | 30 days | 30 days | |||
Maximum | |||||
Revenue from Contracts with Customers | |||||
Invoice due period | 45 days | 45 days | |||
Travel revenue | |||||
Revenue from Contracts with Customers | |||||
REVENUE | $ 256 | 62 | $ 446 | 468 | 1,605 |
Products and professional services revenue | |||||
Revenue from Contracts with Customers | |||||
REVENUE | $ 94 | $ 64 | $ 317 | $ 325 | $ 514 |
Revenue from Contracts with C_9
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts receivables, net | $ 554 | $ 375 | $ 119 |
Contract assets (liabilities) / Client incentives, net (non-current) | (8) | (3) | (9) |
Contract liabilities / Deferred revenue (current) | 25 | 18 | $ 18 |
Revenue recognized that was included in the deferred revenue balance as of December 31, 2021 | 5 | 18 | |
Remaining performance obligations | $ 29 | $ 34 | |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] (Deprecated 2022) | false | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Period for satisfying performance obligations | 24 months | 1 year | |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] (Deprecated 2022) | false |
Income Taxes - Income before in
Income Taxes - Income before income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||||
Domestic | $ (441) | $ (529) | $ 120 | ||
Foreign | (212) | (230) | 73 | ||
Loss before income taxes and share of losses from equity method investments | $ (115) | $ (135) | $ (653) | $ (759) | $ 193 |
Income Taxes - Benefit from (pr
Income Taxes - Benefit from (provision for) income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current taxes: | |||||
Domestic | $ 1 | $ 12 | |||
Foreign | 7 | 23 | $ (36) | ||
Current income tax benefit (expense) | 8 | 35 | (36) | ||
Deferred taxes: | |||||
Domestic | 132 | 90 | (8) | ||
Foreign | 46 | 20 | (16) | ||
Deferred tax benefit (expense) | $ 26 | $ 22 | 178 | 110 | (24) |
Benefit from (provision for) income taxes | $ 25 | $ 22 | $ 186 | $ 145 | $ (60) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the U.K. statutory tax rate of the company's effective income tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax at statutory rate | 19% | 19% | 19% | |
Changes in taxes resulting from: | ||||
Permanent differences | (2.25%) | (0.18%) | 3.82% | |
Local and state taxes | 0.37% | 0.24% | 3.06% | |
Change in valuation allowance | (2.57%) | (2.25%) | 1.69% | |
Change in enacted tax rates | 5.26% | |||
Rate differential in the United Kingdom | 3.81% | |||
Foreign tax rate differential | 2.08% | 1.65% | 0.69% | |
Return to provision adjustment | 1.67 | (0.6) | (1.17) | |
Tax settlement and uncertain tax positions | 0.94% | (0.61%) | 3.01% | |
Other | 0.08% | 1.88% | 0.94% | |
Tax at effective rate | 28.39% | 19.13% | 31.04% | |
Additional deferred tax benefit | $ 35 | |||
Maximum | ||||
Tax at statutory rate | 25% | |||
Minimum | ||||
Tax at statutory rate | 19% |
Income Taxes - Components of th
Income Taxes - Components of the Company's deferred tax assets and liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||||
Net operating loss carryforwards | $ 391 | $ 231 | |||
Pension liability | 74 | 86 | |||
Interest expense deduction restriction | 23 | 2 | |||
Operating lease liabilities | 20 | 21 | |||
Accrued liabilities | 7 | 12 | |||
Goodwill | 1 | 1 | |||
Other | 2 | ||||
Valuation allowance | (116) | (119) | $ (88) | $ (89) | |
Deferred tax assets | 402 | 234 | |||
Netted against deferred tax liabilities | (120) | (17) | |||
Deferred tax assets as presented in the consolidated balance sheets | $ 300 | 282 | 217 | ||
Deferred tax liabilities: | |||||
Intangible assets | (214) | (86) | |||
Operating lease ROU assets | (14) | (15) | |||
Property and equipment | (4) | (10) | |||
Goodwill | (2) | (2) | |||
Other | (5) | (4) | |||
Deferred tax liabilities | (239) | (117) | |||
Netted against deferred tax assets | 120 | 17 | |||
Deferred tax liabilities as presented in the consolidated balance sheets | $ (119) | $ (119) | $ (100) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Gross net operating loss carryforwards related to global operations | $ 1,414 | ||
Operating loss carryforward related to global operations, indefinite life | 1,327 | ||
Valuation allowance unrealized carryforwards | 116 | ||
Accrued tax liability uncertain tax positions including interest and penalties | 7 | $ 9 | |
Interest and penalties related to unrecognized tax benefits | 2 | 1 | $ 1 |
Total gross interest and penalties accrued | 0 | 2 | |
Unrecognized tax benefits | 4 | ||
Amex Coop | |||
Operating Loss Carryforwards [Line Items] | |||
Liability due to affiliates | 2 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Foreign deferred taxes liabilities | $ 3 | $ 4 |
Income Taxes - Remaining net op
Income Taxes - Remaining net operating loss carryforward (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 1,414 |
2022 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 8 |
2025 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 2 |
2026 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 2 |
2027 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 3 |
2029 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 2 |
2030 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 16 |
2031 - 2041 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 54 |
Income Taxes - Movement of unce
Income Taxes - Movement of uncertain tax position liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement of uncertain tax position liability | |||
Balance, beginning of the year | $ 9 | $ 11 | $ 9 |
Increases to tax positions related to acquisitions | 4 | ||
Increases to tax positions related to the current year | 4 | ||
Increases to tax positions related to prior years | 3 | ||
Release / settlement during the year | (6) | (2) | (5) |
Balance, end of the year | $ 7 | $ 9 | $ 11 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income (Expense), Net | |||
Foreign exchange gains, net | $ 12 | $ (4) | |
Loss on disposal of businesses | $ (1) | (3) | |
Non-service components of net periodic pension benefit | 9 | 2 | 4 |
Other income (expense), net | $ 8 | $ 14 | $ (3) |
Prepaid Expenses and Other Cu_6
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | |||
Value added and similar taxes receivables | $ 14 | $ 11 | $ 46 |
Prepaid expenses | 48 | 42 | 44 |
Income tax receivable | 31 | 32 | 25 |
Deferred offering costs | 24 | 21 | |
Other prepayments and receivables | 26 | 31 | 11 |
Prepaid expenses and other current assets | $ 143 | $ 137 | $ 126 |
Property and Equipment, Other_2
Property and Equipment, Other (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 445 | $ 436 | $ 370 | ||
Less: accumulated depreciation and amortization | (232) | (220) | (176) | ||
Property and equipment, net | 213 | 216 | 194 | ||
Depreciation and amortization expenses | 86 | 86 | $ 73 | ||
Depreciation and amortization | 44 | $ 34 | 154 | 148 | 141 |
Depreciation and amortization includes related to capitalized software | 21 | 19 | |||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 306 | 304 | 240 | ||
Depreciation and amortization includes related to capitalized software | 14 | $ 13 | 52 | 52 | $ 48 |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 67 | 65 | 63 | ||
Capital lease assets | 5 | 5 | |||
Accumulated depreciation | 2 | 0 | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 52 | 52 | 48 | ||
Furniture, fixtures and other equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 6 | 6 | 13 | ||
Construction in Progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 14 | $ 9 | $ 6 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments amount | $ 16 | $ 17 | $ 23 | ||
Earnings (losses) of equity method investments | $ (1) | $ (1) | $ (8) | $ (5) | $ 5 |
China International Travel Service Limited | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, ownership percentage | 49% | ||||
Uvet Global Business Travel S.p.A | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, ownership percentage | 35% | ||||
HRG Jin Jiang Travel (China) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, ownership percentage | 51% | ||||
Impairment of investments | $ 2 | ||||
Liga Travel GmbH Germany | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, ownership percentage | 49% | ||||
OFB Reisen GmbH Austria | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, ownership percentage | 50% | ||||
Bavaria Lloyd Reisebro GmbH Germany | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, ownership percentage | 25% |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Nov. 01, 2021 USD ($) shares | Jan. 21, 2021 USD ($) | Sep. 03, 2019 USD ($) | Mar. 31, 2022 USD ($) item | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Number of businesses acquired | item | 0 | |||||||
Goodwill | $ 1,346 | $ 1,358 | $ 1,028 | $ 1,023 | ||||
Amortization expense | 23 | $ 15 | 67 | 62 | 68 | |||
Acquisition related cost | $ 3 | 3 | ||||||
Net loss | (91) | (114) | (473) | (618) | $ 134 | |||
Egencia acquisition adjustments | 2 | |||||||
Proforma revenue | 148 | |||||||
Proforma net loss | 201 | |||||||
Ovation Group | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | 57 | |||||||
Deferred Contingent consideration | 4 | |||||||
Goodwill | 36 | |||||||
Amortization expense | 29 | |||||||
Net liabilities assumed | 8 | |||||||
Acquisition related cost | 3 | |||||||
Revenue | 2 | 23 | ||||||
Net loss | $ 4 | 16 | ||||||
Proforma revenue | 829 | |||||||
Proforma net loss | 637 | |||||||
Ovation Group | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization expense | $ 25 | |||||||
Intangible assets, Estimated useful lives | 10 years | |||||||
Ovation Group | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization expense | $ 4 | |||||||
Intangible assets, Estimated useful lives | 5 years | |||||||
Egencia | ||||||||
Business Acquisition [Line Items] | ||||||||
Net liabilities assumed | $ 308 | |||||||
Acquisition related cost | $ 15 | 13 | 2 | |||||
Revenue | 66 | 33 | ||||||
Net loss | 28 | (26) | ||||||
Number of shares issued during acquisition | shares | 8,413,972 | |||||||
Fair value | $ 816 | |||||||
Percentage of equity interests acquired | 19% | |||||||
Egencia acquisition adjustments | $ 2 | |||||||
Proforma revenue | 889 | 960 | ||||||
Proforma net loss | $ (701) | $ (1,032) | ||||||
DER | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 25 | |||||||
Goodwill | 26 | |||||||
Amortization expense | 11 | |||||||
Net liabilities assumed | $ 12 | |||||||
Intangible assets, Estimated useful lives | 10 years | |||||||
Acquisition related cost | $ 2 |
Business Acquisitions - Summary
Business Acquisitions - Summary of preliminary fair values of assets acquired and liabilities assumed (Details) - Egencia $ in Millions | Nov. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 73 |
Accounts receivable | 154 |
Prepaid expenses and other current assets | 32 |
Property and equipment | 58 |
Goodwill | 307 |
Other intangible assets | 440 |
Operating lease right-of-use assets | 9 |
Deferred tax assets | 21 |
Other non-current assets | 30 |
Total assets | 1,124 |
Accounts payable | 56 |
Due to affiliates | 26 |
Accrued expenses and other current liabilities | 80 |
Operating lease liabilities | 10 |
Deferred tax liabilities | 134 |
Other non-current liabilities | 2 |
Total liabilities | 308 |
Purchase consideration / Net assets acquired | $ 816 |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of fair value and amortization periods of identifiable intangible assets acquired (Details) - Egencia $ in Millions | Nov. 01, 2021 USD ($) |
Customer Relationships | |
Business Acquisition [Line Items] | |
Fair value of acquired intangibles | $ 390 |
Amortization period (in years) | 15 years |
Trade Names | |
Business Acquisition [Line Items] | |
Fair value of acquired intangibles | $ 50 |
Amortization period (in years) | 10 years |
Acquired technology | |
Business Acquisition [Line Items] | |
Fair value of acquired intangibles | $ 50 |
Amortization period (in years) | 5 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets, Net - Changes in goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 1,358,000,000 | $ 1,028,000,000 | $ 1,023,000,000 | |
Egencia acquisition adjustments | 2,000,000 | |||
Additions | 343,000,000 | |||
Currency translation adjustments | (14,000,000) | (13,000,000) | 5,000,000 | |
Ending balance | 1,346,000,000 | 1,358,000,000 | 1,028,000,000 | $ 1,023,000,000 |
Goodwill impairment loss | 0 | 0 | $ 0 | $ 0 |
Goodwill, Acquired During Period | 343,000,000 | |||
Accumulated goodwill impairment loss | 0 | 0 | ||
Ovation | ||||
Goodwill [Roll Forward] | ||||
Additions | 36,000,000 | |||
Goodwill, Acquired During Period | 36,000,000 | |||
Egencia [Member] | ||||
Goodwill [Roll Forward] | ||||
Egencia acquisition adjustments | $ 2,000,000 | |||
Additions | 307,000,000 | |||
Goodwill, Acquired During Period | $ 307,000,000 |
Goodwill and Other Intangible_8
Goodwill and Other Intangible Assets, Net - Other intangible assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | $ 1,188 | $ 1,188 | $ 719 | ||
Other intangible assets, Accumulated depreciation | (470) | (442) | (371) | ||
Other intangible assets, Net | 718 | 746 | 348 | ||
Amortization expense | 23 | $ 15 | 67 | 62 | $ 68 |
Trademarks and Trade Names | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 115 | 115 | 61 | ||
Other intangible assets, Accumulated depreciation | (64) | (62) | (60) | ||
Other intangible assets, Net | 51 | 53 | 1 | ||
Customer Relationships | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 815 | 815 | 400 | ||
Other intangible assets, Accumulated depreciation | (209) | (189) | (145) | ||
Other intangible assets, Net | 606 | 626 | 255 | ||
Supplier relationship | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 254 | 254 | 254 | ||
Other intangible assets, Accumulated depreciation | (194) | (188) | (163) | ||
Other intangible assets, Net | 60 | 66 | 91 | ||
Travel partner network | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Other intangible assets, Cost | 4 | 4 | 4 | ||
Other intangible assets, Accumulated depreciation | (3) | (3) | (3) | ||
Other intangible assets, Net | $ 1 | $ 1 | $ 1 |
Goodwill and Other Intangible_9
Goodwill and Other Intangible Assets, Net - the estimated amortization expense (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |||
2022 | $ 93 | ||
2023 | 93 | ||
2024 | 72 | ||
2025 | 51 | ||
2026 | 50 | ||
Thereafter | 387 | ||
Total | $ 718 | $ 746 | $ 348 |
Leases - (Details)
Leases - (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Operating lease cost (rent expense) | $ 28 | $ 32 | $ 42 |
Amortization of ROU assets | 2 | 1 | |
Interest on finance lease obligations | 2 | 1 | |
Impairment of operating lease ROU assets | 1 | 20 | |
Office facilities | |||
Leases | |||
Impairment of operating lease ROU assets | $ 1 | $ 20 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information related to leases (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Cash used in operating activities related to operating leases | $ 30 | $ 31 | ||
Cash used in financing activities related to finance leases | $ 2 | $ 2 | 2 | |
ROU assets obtained in exchange for lease obligations: | ||||
Operating lease | 9 | 21 | ||
Finance lease | $ 5 | |||
Additions to ROU assets on account of business acquisitions | ||||
Operating leases | $ 20 | |||
Weighted average remaining lease term: | ||||
Operating leases | 5 years 4 months 9 days | 4 years 3 months 18 days | ||
Finance leases | 1 year 8 months 12 days | 2 years 8 months 12 days | ||
Weighted average discount rate: | ||||
Operating lease | 7.15% | 5.02% | ||
Finance lease | 3.56% | 3.56% |
Leases - Undiscounted future pa
Leases - Undiscounted future payments for operating and finance lease liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease liabilities | |||
2022 | $ 31 | ||
2023 | 24 | ||
2024 | 16 | ||
2025 | 10 | ||
2026 | 6 | ||
Thereafter | 21 | ||
Total undiscounted future payments | 108 | ||
Less: Interest cost included | (26) | ||
Total lease liabilities | 82 | ||
Less: Current portion of lease liabilities | $ 20 | 21 | $ 20 |
Long-term portion of lease liabilities | $ 55 | 61 | $ 58 |
Finance lease liabilities | |||
2022 | 2 | ||
2023 | 2 | ||
Total undiscounted future payments | 4 | ||
Total lease liabilities | 4 | ||
Less: Current portion of lease liabilities | 2 | ||
Long-term portion of lease liabilities | $ 2 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Non-Current Assets | |||
Client incentives, net | $ 9 | ||
Restricted cash | $ 9 | 9 | |
Other assets | 32 | 6 | |
Other non-current assets | $ 46 | $ 41 | $ 24 |
Accrued Expenses and Other Cu_6
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | |||
Accrued payroll and related costs | $ 160 | $ 198 | $ 126 |
Accrued operating expenses | 131 | 147 | 120 |
Accrued restructuring costs (see note 14) | 57 | 69 | 97 |
Client deposits | 45 | 59 | 33 |
Deferred revenue | 25 | 18 | 18 |
Value added and similar taxes payable | 9 | 6 | 43 |
Income tax payable | 7 | 7 | |
Other payables | 14 | 15 | 3 |
Accrued expenses and other current liabilities | $ 448 | $ 519 | $ 440 |
Restructuring Charges (Detail_2
Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | $ 69 | $ 97 | $ 10 | $ 8 |
Charges, net | 2 | 14 | 206 | 12 |
Acquired on acquisition | 30 | |||
Other non-cash | (1) | (20) | ||
Cash settled | (14) | (71) | (99) | (10) |
Ending balance | 57 | 69 | 97 | 10 |
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 64 | 94 | 10 | 8 |
Charges, net | 2 | 13 | 178 | 12 |
Acquired on acquisition | 30 | |||
Reclassification | (4) | |||
Cash settled | (13) | (69) | (95) | (10) |
Ending balance | 53 | 64 | 94 | $ 10 |
Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 5 | 3 | ||
Charges, net | 1 | 28 | ||
Reclassification | 4 | |||
Other non-cash | (1) | (20) | ||
Cash settled | (1) | (2) | (5) | |
Ending balance | $ 4 | $ 5 | $ 3 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Charges. | ||||
Restructuring Charges | $ 2 | $ 14 | $ 206 | $ 12 |
Impairment of operating lease ROU assets | $ 1 | $ 20 |
Derivatives and Hedging (Deta_2
Derivatives and Hedging (Details) $ in Millions | Mar. 31, 2022 USD ($) |
Derivative [Line Items] | |
Fixed Interest rate | 2.0725% |
Interest Rate Swap | |
Derivative [Line Items] | |
Notional amount | $ 600 |
Fixed Interest rate | 2.0725% |
Long-term Debt - Outstanding am
Long-term Debt - Outstanding amount of Company's long-term debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 04, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 13, 2018 |
Debt Instrument [Line Items] | |||||||
Long-term Debt, gross | $ 1,041 | $ 1,042 | $ 643 | ||||
Less: Unamortized debt discount and debt issuance costs | (18) | (19) | (19) | $ (10) | $ (12) | ||
Total debt, net of unamortized debt discount and debt issuance costs | 1,023 | 1,023 | 624 | ||||
Less: Current portion of long-term debt | 3 | 3 | 7 | ||||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,020 | 1,020 | 617 | ||||
Senior secured initial term loans | Senior Secured Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, gross | 241 | 242 | 244 | ||||
Senior secured prior tranche B-1 term loans | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, gross | $ 400 | ||||||
Senior secured prior tranche B-1 term loans | Senior Secured Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, gross | 399 | ||||||
Senior secured new tranche B-3 term loans | Senior Secured Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, gross | $ 800 | 800 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, gross | $ 50 | ||||||
Revolving Credit Facility | Senior Secured Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Less: Unamortized debt discount and debt issuance costs | $ (19) | $ (19) |
Long-term Debt - Debt maturitie
Long-term Debt - Debt maturities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term Debt. | |||||
Year ending December 31, 2022 | $ 3 | ||||
2023 | 3 | ||||
2024 | 3 | ||||
2025 | 233 | ||||
2026 | 800 | ||||
Total | $ 1,041 | 1,042 | $ 643 | ||
Less: Unamortized debt discount and debt issuance costs | (18) | (19) | (19) | $ (10) | $ (12) |
Total debt, net of unamortized debt discount and debt issuance costs | $ 1,023 | $ 1,023 | $ 624 |
Long-term Debt - Changes in tot
Long-term Debt - Changes in total unamortized debt discount and debt issuance costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term Debt. | |||
Beginning balance | $ 19 | $ 10 | $ 12 |
Capitalized during the year | 18 | 12 | |
Amortized/written-off during the year | (18) | (3) | (2) |
Closing balance | $ 19 | $ 19 | $ 10 |
Long-term Debt - Additional I_2
Long-term Debt - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 16, 2021 | Dec. 02, 2021 | Jan. 20, 2021 | Sep. 04, 2020 | Aug. 13, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 1,041 | $ 1,042 | $ 643 | ||||||||
Leverage ratio | 2.25% | 2.25% | |||||||||
Interest rate (as percent) | 4% | ||||||||||
loss on early extinguishment of debt | $ (49) | ||||||||||
Total unamortized debt discount and debt issuance costs | 18 | 19 | $ 19 | $ 10 | $ 12 | ||||||
Amortization of debt discount and debt issuance costs | 1 | $ 1 | 5 | 3 | 2 | ||||||
Write off of unamortized debt discount and debt issuance costs | 13 | ||||||||||
Repayment of senior secured term loans | 1 | 2 | 551 | 4 | $ 3 | ||||||
Proceeds from senior secured prior tranche B-2 term loans | $ 50 | ||||||||||
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% | ||||||||||
Outstanding borrowings | $ 1,023 | $ 1,023 | 624 | ||||||||
Unconditional guarantee, Percentage of consolidated assets | 70% | 70% | |||||||||
Unconditional guarantee, Percentage of EBITDA | 70% | ||||||||||
Unconditional guarantee, Amount of EBITDA | $ 100 | $ 100 | |||||||||
Debt default | $ 19 | $ 19 | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 1% | ||||||||||
Leverage ratio | 6.50% | ||||||||||
Interest rate (as percent) | 1% | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 6.25% | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 7% | ||||||||||
LIBOR Floor rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 1% | ||||||||||
Base rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 5.25% | ||||||||||
Base rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 6% | ||||||||||
Foreign Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, sub limit | $ 30 | ||||||||||
Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, sub limit | 10 | ||||||||||
Swingline borrowings | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding borrowings | $ 10 | ||||||||||
Senior secured credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 3.25% | ||||||||||
Interest rate (as percent) | 1.50% | ||||||||||
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% | ||||||||||
Unconditional guarantee, Percentage of EBITDA | 70% | ||||||||||
Minimum aggregate amount of Liquidity | $ 200 | $ 200 | |||||||||
Debt default | $ 0 | $ 0 | |||||||||
Senior secured credit agreement | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 1% | ||||||||||
Senior secured credit agreement | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 3.25% | ||||||||||
Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Effective interest rate | 7% | ||||||||||
Senior secured credit agreement | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 2.50% | ||||||||||
Senior secured credit agreement | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | ||||||||||
Senior secured initial term loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 2.50% | 2.50% | |||||||||
Repayment of senior secured term loans | $ 1 | ||||||||||
Effective interest rate | 7% | ||||||||||
Senior secured initial term loans | Senior secured credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 241 | $ 242 | $ 244 | ||||||||
Senior secured initial term loans | Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread rate | 2.50% | 2.50% | |||||||||
Senior secured initial term loans (Maturity - August 2025) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 250 | ||||||||||
Discount rate | 0.25% | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 50 | ||||||||||
Effective interest rate | 0.375% | 0.375% | |||||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | ||||||||||
Revolving Credit Facility | Foreign Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, sub limit | $ 30 | ||||||||||
Revolving Credit Facility | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, sub limit | 10 | ||||||||||
Outstanding borrowings | 0 | $ 0 | 0 | ||||||||
Revolving Credit Facility | Swingline borrowings | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, sub limit | $ 10 | ||||||||||
Revolving Credit Facility | Senior secured credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 2.25% | ||||||||||
Total unamortized debt discount and debt issuance costs | $ 19 | $ 19 | |||||||||
Revolving Credit Facility | Senior secured credit agreement | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread rate | 2.25% | 2.25% | |||||||||
Revolving Credit Facility | Senior secured credit agreement | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 1.25% | ||||||||||
Senior secured prior tranche B-1 term loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 400 | ||||||||||
Discount rate | 3% | 0.25% | |||||||||
Senior secured prior tranche B-1 term loans | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 6.50% | ||||||||||
Senior secured prior tranche B-1 term loans | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount rate | 5.50% | ||||||||||
Senior secured prior tranche B-1 term loans | Senior secured credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 399 | ||||||||||
Senior secured prior tranche B-2 term loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 50 | ||||||||||
Interest rate (as percent) | 3% | ||||||||||
Aggregate periodic payment | $ 150 | ||||||||||
Committed fees (as percent) | 0.75% | ||||||||||
Committed fees | $ 50 | ||||||||||
Proceeds from senior secured prior tranche B-2 term loans | $ 150 | ||||||||||
Senior secured prior tranche B-2 term loans | LIBOR Floor rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 1% | ||||||||||
Upfront fees | $ 6 | ||||||||||
Senior secured prior tranche B-2 term loans | Senior secured credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | 200 | ||||||||||
Periodic payment in each quarter | $ 50 | ||||||||||
Senior secured prior tranche B-3 term loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, gross | $ 800 | ||||||||||
Committed fees | 200 | ||||||||||
Upfront fees | $ 15 | ||||||||||
Fee payable (as percent) | 3% | ||||||||||
loss on early extinguishment of debt | $ 49 | ||||||||||
Senior secured prior tranche B-3 term loans | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread rate | 5.50% | ||||||||||
Interest rate (as percent) | 6.50% | ||||||||||
Senior secured prior tranche B-3 term loans | LIBOR Floor rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 1% | ||||||||||
Senior secured prior tranche B-3 term loans | Base rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 4% | ||||||||||
Senior secured prior tranche B-3 term loans | Base rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 5.50% | ||||||||||
Senior secured prior tranche B-3 term loans | Senior secured credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Committed fees | $ 1,000 | ||||||||||
Senior secured prior tranche B-3 term loans | Senior secured credit agreement | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 5% | ||||||||||
Senior secured prior tranche B-3 term loans | Senior secured credit agreement | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as percent) | 6.50% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | |||
Contributions | $ 20 | $ 20 | $ 20 |
Aggregate projected benefit obligations | 1,001 | 1,046 | |
Aggregate accumulated benefit obligation | $ 975 | $ 1,019 |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes in the defined benefit obligation and fair value of plan assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in benefit obligation: | |||
Benefit obligation, beginning of year | $ 1,046 | $ 890 | |
Service cost | 6 | 7 | $ 7 |
Interest cost | 13 | 15 | 19 |
Plan participants' contribution | 1 | 1 | |
Actuarial (gain) loss, net | (18) | 131 | |
Benefit paid | (22) | (26) | |
Plan amendments | (1) | 3 | |
Curtailments and settlements | (3) | (16) | |
Expenses paid from assets | (1) | (2) | |
Currency translation adjustment | (20) | 43 | |
Benefit obligation, end of year | 1,001 | 1,046 | 890 |
Change in fair value of plan assets | |||
Fair value of plan assets, beginning of year | 634 | 549 | |
Employer contributions | 25 | 25 | 36 |
Plan participants' contributions | 1 | 1 | |
Benefits paid | (22) | (26) | |
Actual return on plan assets | 47 | 68 | |
Expenses paid from assets | (1) | (2) | |
Plan settlements | (3) | (11) | |
Currency translation adjustments | (11) | 30 | |
Fair value of plan assets, end of year | 670 | 634 | $ 549 |
Unfunded status | $ 331 | $ 412 |
Employee Benefit Plans - Accumu
Employee Benefit Plans - Accumulated other comprehensive loss that has not been recognized (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | ||
Unrecognized net actuarial loss | $ 150 | $ 190 |
Prior service cost | 3 | 5 |
Total | 153 | 195 |
Deferred taxes | (25) | (35) |
Amounts recognized in accumulated other comprehensive loss | $ (128) | $ 160 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of net periodic pension benefit (cost) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | |||
Service cost | $ 6 | $ 7 | $ 7 |
Interest cost | 13 | 15 | 19 |
Expected return on plan assets | (25) | (24) | $ (26) |
Amortization of actuarial loss (gain) | 4 | 2 | |
Curtailments and settlements | (1) | 4 | |
Net periodic pension (benefit) cost | $ (3) | $ 4 |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net periodic pension (benefit) cost: | |||
Interest cost discount rate | 1.20% | 1.80% | 2.50% |
Expected long-term return on plan assets | 4.40% | 4.40% | 5.50% |
Rate of compensation increase | 2.60% | 2.60% | 2.60% |
Projected benefit obligation: | |||
Discount rate | 1.70% | 1.20% |
Employee Benefit Plans - Weig_2
Employee Benefit Plans - Weighted average asset allocations (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations (Percentage) | 100% | 100% |
Target Allocations (Percentage) | 100% | 100% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations (Percentage) | 15% | 11% |
Target Allocations (Percentage) | 4% | 4% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations (Percentage) | 38% | 30% |
Target Allocations (Percentage) | 21% | 33% |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations (Percentage) | 47% | 59% |
Target Allocations (Percentage) | 75% | 63% |
Employee Benefit Plans - Fair v
Employee Benefit Plans - Fair value of pension plan assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | $ 670 | $ 634 | $ 549 |
Contributions by employer | 25 | 25 | $ 36 |
Expected future contributions by employer | 25 | ||
Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 670 | 634 | |
Equity securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 73 | ||
Equity securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 28 | 22 | |
Equity securities | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 101 | 22 | |
Debt securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 246 | 103 | |
Debt securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 11 | 11 | |
Debt securities | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 257 | 114 | |
Real estate funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 72 | ||
Real estate funds | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 19 | 90 | |
Real estate funds | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 91 | 90 | |
Other. | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 7 | 4 | |
Other. | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 123 | 117 | |
Other. | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 33 | 95 | |
Other. | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 163 | 216 | |
Total | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 7 | 4 | |
Total | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 514 | 220 | |
Total | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 91 | 218 | |
Total | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 612 | 442 | |
Other Investments | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | $ 58 | $ 192 |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated future benefit payments (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2022 | $ 22 |
2023 | 24 |
2024 | 24 |
2025 | 26 |
2026 | 26 |
2027-2031 | $ 149 |
Other non-current liabilities (
Other non-current liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other non-current liabilities | ||
Asset retirement obligations | $ 13 | $ 7 |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES. | |||
Outstanding non-cancellable purchase commitments | $ 206 | $ 218 | |
Non-cancellable purchase commitments related to next year | $ 68 | 71 | |
Bank guarantees | $ 25 | $ 25 |
Equity-Based Compensation (De_2
Equity-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of options | ||
Options granted | 0 | |
Options forfeited | 0 | |
Management Incentive Plan [Member] | ||
Number of options | ||
Balance at the beginning | 4,173,448 | 2,994,600 |
Options granted | 1,272,515 | |
Options forfeited | (52,267) | |
Options exercised | (41,400) | |
Balance at the end | 4,173,448 | |
Exercisable | 2,624,873 | |
Expected to vest | 1,548,575 | |
Weighted average exercise price per share | ||
Balance at the end (in dollars per share) | $ 67.22 | $ 58.30 |
Granted (in dollars per share) | 87.85 | |
Forfeited/Cancelled (in dollars per share) | 68.26 | |
Exercised (in dollars per share) | 55.49 | |
Balance at the end (in dollars per share) | 67.22 | |
Exercisable (in dollars per share) | $ 55.93 | |
Exercisable (in years) | 4 years 9 months 18 days | |
Expected to vest (in years) | 9 years 6 months | |
Exercisable, Aggregate intrinsic value | $ 84 | |
Expected to vest, Aggregate intrinsic value | $ 3 | |
Management Incentive Plan [Member] | MIP Options | ||
Number of options | ||
Options exercised | (41,400) |
Equity-Based Compensation - Key
Equity-Based Compensation - Key assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Key assumptions used in the valuation of the options granted | ||
Annual risk-free interest rate | 1.15% | 1.75% |
Equity volatility | 29% | 25% |
Expected average life of options | 6 years | 2 years |
Dividend yield | 0% | 0% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) installment shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) installment shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares were reserved for issuance | shares | 4,800,000 | 4,800,000 | |||
Number of shares issued under the Plan | shares | 0 | 0 | |||
Contractual life | 10 years | 10 years | |||
Percentage of fair market value of the shares equals the exercise price of options granted | 100% | 100% | |||
Unrecognized compensation cost related to unvested stock options | $ | $ 32 | $ 35 | |||
Expected weighted average period compensation costs to be recognized (years) | 2 years 8 months 12 days | 3 years | |||
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total equity-based compensation expense recognized | $ | $ 3 | $ 0 | $ 3 | $ 3 | $ 6 |
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equal installments in which options vested on each anniversary of the grant date | installment | 3 | 3 | |||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equal installments in which options vested on each anniversary of the grant date | installment | 5 | 5 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | May 27, 2022 shares | Mar. 31, 2022 € / shares shares | Dec. 31, 2021 € / shares shares | Dec. 31, 2020 € / shares shares | Aug. 31, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||||||
Preferred shares, shares authorized | 3,000,000 | 3,000,000 | 0 | ||||||||
Common shares issued | 394,448,481 | ||||||||||
Cash distribution | $ | $ 0 | $ 1 | $ 56 | ||||||||
Senior secured prior tranche B-2 term loans | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate principal amount | $ | $ 200 | ||||||||||
Profit Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common shares, par value (in dollars per share) | € / shares | € 0.00001 | € 0.00001 | € 0.00001 | ||||||||
Shares authorized | 800,000 | 800,000 | 800,000 | ||||||||
Common shares issued | 800,000 | 800,000 | 800,000 | ||||||||
Ordinary shares outstanding | 800,000 | 800,000 | 800,000 | ||||||||
Cash distribution | $ | $ 1 | $ 1 | |||||||||
Global Business Travel | |||||||||||
Class of Stock [Line Items] | |||||||||||
Committed preferred equity financing | $ | 150 | ||||||||||
Aggregate committed preferred equity financing | $ | $ 300 | ||||||||||
Future commitments drawn until closing of business combination | $ | $ 150 | ||||||||||
Cumulative dividends rate | 12% | 12% | |||||||||
Increase in cumulative dividends rate | 14% | 14% | |||||||||
Issuance of preferred shares | 0 | 1,500,000 | |||||||||
Preferred Stock Accrued Dividend | $ | $ 5 | $ 10 | |||||||||
Voting ordinary shares authorized | 40,000,000 | 40,000,000 | |||||||||
Non-voting ordinary shares authorized | 15,000,000 | 15,000,000 | |||||||||
Preferred shares, shares authorized | 3,000,000 | 3,000,000 | |||||||||
Common shares, par value (in dollars per share) | € / shares | € 0.00001 | € 0.00001 | |||||||||
Voting ordinary shares outstanding | 36,000,000 | 36,000,000 | |||||||||
Non-voting ordinary shares outstanding | 8,413,972 | ||||||||||
Common shares issued | 36,000,000 | ||||||||||
Global Business Travel | Profit Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common shares, par value (in dollars per share) | € / shares | € 0.00001 | € 0.00001 | |||||||||
Shares authorized | 800,000 | 800,000 | |||||||||
Common shares issued | 800,000 | ||||||||||
Ordinary shares outstanding | 800,000 | ||||||||||
Amex Coop and Juweel | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of preferred shares | 500,000 | ||||||||||
Total consideration | $ | $ 50 | $ 150 | |||||||||
Non-voting ordinary shares outstanding | 8,413,972 | ||||||||||
Common shares issued | 8,413,972 |
Shareholders' Equity - Change_2
Shareholders' Equity - Changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||
Balance as of beginning | $ 1,334 | $ 984 | $ 984 | $ 1,682 | $ 1,657 |
Balance as of ending | 1,234 | 861 | 1,334 | 984 | 1,682 |
Net of tax (expense) benefit | 0 | 0 | 10 | 15 | 12 |
Currency translation adjustments | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | (38) | (23) | (23) | (21) | (17) |
Net changes during the period, net of tax (expense) benefit | (16) | (9) | (15) | (2) | (4) |
Balance as of ending | (54) | (32) | (38) | (23) | (21) |
Defined benefit plan related | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | (128) | (160) | (160) | (81) | (26) |
Net changes during the period, net of tax (expense) benefit | 32 | (79) | (55) | ||
Balance as of ending | (128) | (160) | (128) | (160) | (81) |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | 4 | 4 | 4 | 4 | 4 |
Net changes during the period, net of tax (expense) benefit | 9 | ||||
Balance as of ending | 13 | 4 | 4 | 4 | 4 |
Accumulated other comprehensive loss | |||||
Class of Stock [Line Items] | |||||
Balance as of beginning | (162) | (179) | (179) | (98) | (39) |
Net changes during the period, net of tax (expense) benefit | (7) | (9) | 17 | (81) | (59) |
Balance as of ending | $ (169) | $ (188) | $ (162) | $ (179) | $ (98) |
(Loss) Earnings per share (Deta
(Loss) Earnings per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator - Basic and diluted (loss) earnings per share: | |||||
Net (loss) income / Net (loss) income from continuing operations | $ (475) | $ (619) | $ 138 | ||
Net loss (income) attributable to non-controlling interests in subsidiaries | 2 | 1 | (4) | ||
Preferred shares dividend | (10) | ||||
Net loss attributable to the shareholders of the Company's ordinary shares | $ (96) | $ (114) | $ (483) | $ (618) | $ 134 |
Denominator - Basic (loss) earnings per share: | |||||
Weighted average number of shares outstanding - Basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Loss per share - Basic | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.72 |
Denominator - Diluted (loss) earnings per share: | |||||
Weighted average number of shares outstanding - Basic | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 36,000,000 |
Weighted average effect of dilutive securities Stock options | 1,102,120 | ||||
Weighted average ordinary shares outstanding | 44,413,972 | 36,000,000 | 37,406,171 | 36,000,000 | 37,102,120 |
Loss per share - Diluted | $ (2.15) | $ (3.16) | $ (12.91) | $ (17.18) | $ 3.61 |
(Loss) Earnings per share - Add
(Loss) Earnings per share - Additional information (Details) - shares shares in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of share equivalents primarily associated with the Company's stock options excluded from the calculation of diluted earnings per share | 1 | 1 | 1 |
Fair Value Measurements - Out_2
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Senior secured initial term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 236 | $ 237 | |
Senior secured initial term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 233 | 231 | |
Senior secured prior tranche B-1 term loans. | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 387 | ||
Senior secured prior tranche B-1 term loans. | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 399 | ||
Senior secured new tranche B-3 term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 787 | ||
Senior secured new tranche B-3 term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 800 | ||
Level 2 | Senior secured initial term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 235 | 236 | |
Level 2 | Senior secured initial term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 226 | 233 | |
Level 3 | Senior secured new tranche B-3 term loans | Carrying amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | 788 | 787 | |
Level 3 | Senior secured new tranche B-3 term loans | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding senior secured term loans | $ 767 | $ 800 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2021 | Jun. 30, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | |||||||
Amounts payable to affiliates | $ 41 | $ 41 | $ 7 | ||||
Amounts receivable from affiliates | 9 | 18 | 15 | ||||
Operating costs | 10 | 12 | $ 34 | ||||
Advisory Services Agreement | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | 2.5 | 2.5 | 2.5 | ||||
Amounts payable to affiliates | 5 | 4.4 | 2 | ||||
Advisory Services Agreement | Maximum | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | 1 | $ 1 | |||||
Commercial Agreements | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | 5 | 2 | |||||
Amounts payable to affiliates | 18 | 16 | 4 | ||||
Revenue from affiliates | 5 | $ 4 | 19 | 21 | $ 23 | ||
Amounts receivable from affiliates | 4 | 15 | 15 | ||||
Certain tax indemnity and other agreements | |||||||
Related Party Transactions | |||||||
Amounts payable to affiliates | 2 | 2 | 2.7 | ||||
Amounts receivable from affiliates | $ 0.9 | 0.3 | $ 0.2 | ||||
License of American Express Marks | |||||||
Related Party Transactions | |||||||
Term of agreement | 11 years | 11 years | |||||
Marketing partner agreement | |||||||
Related Party Transactions | |||||||
Revenue from affiliates | $ 19 | 8 | |||||
Amounts receivable from affiliates | $ 9 | 4 | |||||
Term of agreement | 10 years | 10 years | |||||
Transition Services Agreement with Expedia, Inc | |||||||
Related Party Transactions | |||||||
Amount of charges incurred | $ 11 | 8 | |||||
Amounts payable to affiliates | $ 26 | 11 | 8 | ||||
Amount of net payable | $ 4 | $ 16 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 350 | $ 126 | $ 763 | $ 793 | $ 2,119 | |
Long-lived assets | $ 249 | $ 275 | ||||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration Risk, Percentage | 10% | |||||
Revenue Benchmark | Customer Concentration Risk | Customer One | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration Risk, Percentage | 10% | 10% | 10% | |||
UNITED STATES | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 226 | $ 191 | $ 511 | |||
Long-lived assets | 38 | 100 | ||||
UNITED KINGDOM | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 276 | 314 | 925 | |||
Long-lived assets | 93 | 76 | ||||
All other countries | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 261 | 288 | 683 | |||
Long-lived assets | $ 118 | $ 99 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful debts | ||||
Balance at beginning of year | $ 14 | $ 14 | $ 11 | $ 10 |
Charged to expense or other accounts | (2) | (5) | 4 | |
Write-offs and other adjustments | (5) | (1) | (1) | |
Balance at end of year | 4 | 14 | 11 | |
Valuation allowance for deferred tax assets | ||||
Balance at beginning of year | $ 119 | 119 | 88 | 89 |
Charged to expense or other accounts | (1) | 31 | (1) | |
Write-offs and other adjustments | (2) | |||
Balance at end of year | $ 116 | $ 119 | $ 88 |