Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39576 | |
Entity Registrant Name | Global Business Travel Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0598290 | |
Entity Address, Address Line One | 666 3rd Avenue, 4th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 480 | |
Local Phone Number | 909-1740 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | GBTG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001820872 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 69,912,660 | |
Class B common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 394,448,481 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 320 | $ 303 |
Accounts receivable(net of allowance for credit losses of $27 and $23 as of March 31, 2023 and December 31, 2022, respectively) | 928 | 765 |
Due from affiliates | 28 | 36 |
Prepaid expenses and other current assets | 174 | 130 |
Total current assets | 1,450 | 1,234 |
Property and equipment, net | 228 | 218 |
Equity method investments | 14 | 14 |
Goodwill | 1,198 | 1,188 |
Other intangible assets, net | 616 | 636 |
Operating lease right-of-use assets | 60 | 58 |
Deferred tax assets | 339 | 333 |
Other non-current assets | 44 | 47 |
Total assets | 3,949 | 3,728 |
Current liabilities: | ||
Accounts payable | 350 | 253 |
Due to affiliates | 85 | 48 |
Accrued expenses and other current liabilities | 426 | 452 |
Current portion of operating lease liabilities | 17 | 17 |
Current portion of long-term debt | 4 | 3 |
Total current liabilities | 882 | 773 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 1,351 | 1,219 |
Deferred tax liabilities | 20 | 24 |
Pension liabilities | 145 | 147 |
Long-term operating lease liabilities | 62 | 61 |
Earnout derivative liabilities | 87 | 90 |
Other non-current liabilities | 50 | 43 |
Total liabilities | 2,597 | 2,357 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 346 | 334 |
Accumulated deficit | (177) | (175) |
Accumulated other comprehensive loss | (7) | (7) |
Total equity of the Company's stockholders | 162 | 152 |
Equity attributable to non-controlling interest in subsidiaries | 1,190 | 1,219 |
Total stockholders' equity | 1,352 | 1,371 |
Total liabilities and stockholders' equity | 3,949 | 3,728 |
Class A common stock | ||
Stockholders' equity: | ||
Shares | 0 | 0 |
Class B common stock | ||
Stockholders' equity: | ||
Shares | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Allowances for doubtful accounts | $ 27 | $ 23 |
Class A common stock | ||
Shares, par value | $ 0.0001 | $ 0.0001 |
Shares authorized | 3,000,000,000 | 3,000,000,000 |
Shares issued | 69,498,992 | 67,753,543 |
Shares outstanding | 69,498,992 | 67,753,543 |
Class B common stock | ||
Shares, par value | $ 0.0001 | $ 0.0001 |
Shares authorized | 3,000,000,000 | 3,000,000,000 |
Shares issued | 394,448,481 | 394,448,481 |
Shares outstanding | 394,448,481 | 394,448,481 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENT OF OPERATIONS | ||
Revenue | $ 578 | $ 350 |
Costs and expenses: | ||
Cost of revenue (excluding depreciation and amortization shown separately below) | 241 | 173 |
Sales and marketing | 103 | 74 |
Technology and content | 98 | 90 |
General and administrative | 76 | 63 |
Restructuring charges | 23 | 2 |
Depreciation and amortization | 46 | 44 |
Total operating expenses | 587 | 446 |
Operating loss | (9) | (96) |
Interest expense | (34) | (19) |
Fair value movement on earnout derivative liabilities | 3 | |
Other income, net | 5 | |
Loss before income taxes and share of losses from equity method investments | (35) | (115) |
Benefit from income taxes | 8 | 25 |
Share of losses from equity method investments | (1) | |
Net loss | (27) | (91) |
Less: net loss attributable to non-controlling interests in subsidiaries | (25) | $ (91) |
Net loss attributable to the Company's Class A common stockholders | $ (2) | |
Basic loss per share attributable to the Company's Class A common stockholders | $ (0.03) | |
Weighted average number of shares outstanding - Basic | 60,376,708 | |
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.06) | |
Weighted average number of shares outstanding - Diluted | 454,825,189 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (27) | $ (91) |
Other comprehensive (loss) income, net of tax: | ||
Change in currency translation adjustments, net of tax | 9 | (16) |
Unrealized gains on cash flow hedge, net of tax | ||
Unrealized (loss) gains on cash flow hedges arising during the period | (11) | 9 |
Unrealized gains on cash flow hedges reclassed to interest expense | (2) | |
Other comprehensive loss, net of tax | (4) | (7) |
Comprehensive loss | (31) | (98) |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries | (29) | $ (98) |
Comprehensive loss attributable to the Company's Class A common stockholders | $ (2) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (27) | $ (91) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 46 | 44 |
Deferred tax benefit | (9) | (26) |
Equity-based compensation | 19 | 3 |
Allowance for credit losses | 6 | |
Fair value movements on earnout derivative liabilities | (3) | |
Other | 12 | |
Defined benefit pension funding | (7) | (6) |
Changes in working capital | ||
Accounts receivables | (163) | (189) |
Prepaid expenses and other current assets | (47) | (3) |
Due from affiliates | 8 | 9 |
Due to affiliates | 37 | |
Accounts payable, accrued expenses and other current liabilities | 63 | 93 |
Net cash used in operating activities | (77) | (154) |
Investing activities: | ||
Purchase of property and equipment | (32) | (21) |
Net cash used in investing activities | (32) | (21) |
Financing activities: | ||
Proceeds from senior secured term loans | 131 | |
Repayment of senior secured term loans | (1) | (1) |
Repayment of finance lease obligations | (2) | (2) |
Payment of debt financing costs | (2) | |
Payment of offering costs | (4) | |
Other | (4) | |
Net cash from (used in) financing activities | 122 | (7) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 4 | (3) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 17 | (185) |
Cash, cash equivalents and restricted cash, beginning of period | 316 | 525 |
Cash, cash equivalents and restricted cash, end of period | 333 | 340 |
Supplemental cash flow information: | ||
Cash refund for income taxes (net of payments) | 2 | 1 |
Cash paid for interest (net of interest received) | 33 | 18 |
Dividend accrued on preferred shares | 5 | |
Non-cash additions for operating lease right-of-use assets | $ 5 | |
Deferred offering costs accrued during the period | $ 4 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Cash, cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | $ 320 | $ 303 |
Restricted cash (included in other non-current assets) | 13 | 13 |
Cash, cash equivalents and restricted cash | $ 333 | $ 316 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total equity of the Company's stockholders | Common Stock Voting ordinary shares | Common Stock Non-voting ordinary shares | Common Stock Profit shares | Common Stock Class A common stock | Common Stock Class B common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries | Total |
Beginning balance at Dec. 31, 2021 | $ 1,333 | $ 2,560 | $ (1,065) | $ (162) | $ 1 | $ 1,334 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Dividend on preferred shares | (5) | (5) | (5) | ||||||||
Equity-based compensation | 3 | 3 | 3 | ||||||||
Other comprehensive loss, net of tax | (7) | (7) | (7) | ||||||||
Net loss | (91) | (91) | (91) | ||||||||
Ending balance at Mar. 31, 2022 | 1,233 | 2,558 | (1,156) | (169) | 1 | 1,234 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Beginning balance at Dec. 31, 2022 | 152 | 334 | (175) | (7) | 1,219 | 1,371 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 67,753,543 | 394,448,481 | |||||||||
Equity-based compensation | 19 | 19 | 19 | ||||||||
Shares withheld for taxes in relation to vesting of / exercise of equity awards | 1 | 1 | 1 | ||||||||
Shares withheld for taxes in relation to vesting of / exercise of equity awards (in shares) | 2,849,386 | ||||||||||
Shares withheld for taxes in relation to vesting of equity awards | (8) | (8) | (8) | ||||||||
Shares withheld for taxes in relation to vesting of equity awards (in shares) | (1,103,937) | ||||||||||
Other comprehensive loss, net of tax | (4) | (4) | |||||||||
Net loss | (2) | (2) | (25) | (27) | |||||||
Ending balance at Mar. 31, 2023 | $ 162 | $ 346 | $ (177) | $ (7) | $ 1,190 | $ 1,352 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 69,498,992 | 394,448,481 |
Business Description and Basis
Business Description and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Business Description and Basis of Presentation | |
Business Description and Basis of Presentation | (1) Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited (“GBT JerseyCo” and all together the “Company”), is a leading platform serving travel primarily for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants. On December 2, 2021, GBT JerseyCo entered into a business combination agreement (“Business Combination Agreement”) with 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 and GBT JerseyCo became a direct subsidiary of APSG. Further, APSG was renamed as “Global Business Travel Group, Inc.” GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). GBTG conducts its business through GBT JerseyCo and its subsidiaries in an umbrella partnership-C corporation structure (“Up-C structure”). GBT JerseyCo is tax resident in the United Kingdom (“U.K.”). GBT JerseyCo is considered as a partnership for U.S. tax purposes and its members consists of GBTG, American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands, and EG Corporate Travel Holdings LLC (“Expedia”) (collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”). The Company has one reportable segment. Impact of COVID-19 The outbreak of the novel strain of the coronavirus (“COVID-19”) severely restricted the level of economic activity around the world beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, limited business travel significantly below 2019 levels. Since then, many countries have vaccinated a reasonable proportion of their population and the spread of the virus is now being contained to varying degrees in different countries. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with countries around the world reopening their borders for foreign travel and clients becoming more comfortable traveling. This has led to a moderation, and to an extent, recovery, of the more severe declines in business travel bookings experienced at the height of the pandemic and during periods of resurgence. The Company has seen improvement in its transaction volume since the third quarter of 2021, and while the global travel activity has since shown a recovery trend, it still remains below 2019 levels. Although the Company’s results for the three months ended March 31, 2022 included a strong recovery from the pandemic when compared to the same periods in 2020 and 2021, the Omicron variant of COVID-19 limited the recovery of the Company’s business during that period, such that the results for the three months ended March 31, 2023 reflect notable improvement in comparison. The Company incurred a net loss of $27 million and had cash outflows from operations of $77 million during the three months ended March 31, 2023, compared to a net loss of $91 million and cash outflows from operations of $154 million during the three months ended March 31, 2022. Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, the Company’s business, going forward. The severity and duration of resurgence of COVID-19 variants, as well as uncertainty over the efficacy of the vaccines against such new variants of the virus, may contribute to delays in economic recovery. 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 participated in several of these government programs. During the three months ended March 31, 2023, and 2022, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages of $0 and $6 million, respectively, as a reduction of expenses. As of both March 31, 2023, and December 31, 2022, the Company had a receivable of $13 million in relation to such government grants, which is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. The Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainty associated with the recovery from the COVID-19 pandemic and/or resurgence due to new variants. Since March 2020, the Company has taken several measures to preserve its liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), and entering into several financial transactions, including debt financing / refinancing transactions and the consummation of the Business Combination. Apart from the expectation of the recovery in its business operations, the Company continues to further explore other capital market transactions, process rationalizations and cost reduction measures to improve its liquidity position. In January 2023, the Company amended its senior secured credit agreement to obtain additional term loans in a principal amount of $135 million to further strengthen its liquidity position (see note 10 – Long-term Debt Restructuring Based on the Company’s current and expected operating plan, existing cash and cash equivalents, the recovery of business travel indicated by recent volume trends, the Company’s mitigation measures taken or planned to strengthen its liquidity and financial position, along with the Company’s available funding capacity and cash flows from operations, the Company believes it has adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months. Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, its wholly- owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022, included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States, (the “SEC”) on March 21, 2023 (the “Annual Report on Form 10-K”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, fair value determination of equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, earnout shares and contingencies. Actual results could differ materially from those estimates. 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 require increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | (2) Recently Issued Accounting Pronouncements Accounting Pronouncements - Adopted Contracts with Customers Acquired in a Business Combination In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform: Deferral of the Sunset Date of Topic 848 On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt Derivatives and Hedging |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenue which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation and (ii) Product and Professional Services Revenue which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Three months ended March 31, (in $ millions) 2023 2022 Travel revenue $ 467 $ 257 Products and professional services revenue 111 93 Total revenue $ 578 $ 350 Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. 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, and contract liabilities are as follows: Contract Contract liabilities liabilities Accounts Client Deferred receivable, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of March 31, 2023 $ 915 $ 18 $ 28 Balance as of December 31, 2022 $ 752 $ 19 $ 19 (1) Accounts receivable, net, exclude balances not related to contracts with customers. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the three months ended March 31, 2023, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $10 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2022. Remaining Performance Obligations As of March 31, 2023, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $11 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next nine months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. |
Allowances for Expected Credit
Allowances for Expected Credit Losses | 3 Months Ended |
Mar. 31, 2023 | |
Allowances for Expected Credit Losses | |
Allowances for Expected Credit Losses | (4) Allowances for Expected Credit Losses The Company estimates expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics of its customers and the related receivables, which include size, type (e.g. business clients vs. travel supplier and credit card vs. non-credit card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivables. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed at each quarter based on the Company’s specific facts and circumstances. The movement in Company’s allowance for credit losses for the three months ended March 31, 2023, is set out below: (in $ millions) Amount Balance as of December 31, 2022 $ 23 Provision for expected credit losses during the period 6 Write-offs (3) Foreign exchange 1 Balance as of March 31, 2023 $ 27 The impact of the COVID-19 pandemic on the global economy and other general increases in aging balances has impacted the Company’s estimate of expected credit losses. Uncertain macroeconomic factors, including the potential recession or economic downturn, and reducing government funding following the peak of COVID-19 in 2020, can have a significant effect on additions to the allowance as the continuing impact of the pandemic could potentially result in the restructuring or bankruptcy of customers. Given the uncertainties surrounding the duration and effects of COVID-19, the Company cannot provide assurance that the assumptions used in its estimates will be accurate and actual write-offs may vary from such estimates of credit losses. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | (5) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: March 31, December 31, (in $ millions) 2023 2022 Prepaid travel expenses $ 100 $ 52 Income tax receivable 25 26 Value added and similar taxes receivables 10 11 Other prepayments and receivables 39 41 Prepaid expenses and other current assets $ 174 $ 130 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | (6) Property and Equipment, Net Property and Equipment consist of: March 31, December 31, (in $ millions) 2023 2022 Capitalized software for internal use $ 386 $ 365 Computer equipment 72 71 Leasehold improvements 49 49 Furniture, fixtures and other equipment 6 5 Capital projects in progress 12 5 525 495 Less: accumulated depreciation and amortization (297) (277) Property and equipment, net $ 228 $ 218 Depreciation and amortization expense related to fixed assets was $23 million and $21 million for the three months ended March 31, 2023 and 2022, respectively. Depreciation and amortization expense includes amortization related to capitalized software for internal use amounting to $ |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Other Intangible Assets, Net | |
Goodwill and Other Intangible Assets, Net | (7) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the three months ended March 31, 2023: (in $ millions) Amount Balance as of December 31, 2022 $ 1,188 Currency translation adjustments 10 Balance as of March 31, 2023 $ 1,198 There were no goodwill impairment losses recorded during the three months ended March 31, 2023 and 2022 and there are no accumulated goodwill impairment losses as of March 31, 2023. The following table sets forth the Company’s other intangible assets with definite lives as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 114 $ (68) $ 46 $ 116 $ (69) $ 47 Business client relationships 795 (259) 536 788 (240) 548 Supplier relationships 253 (220) 33 253 (213) 40 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,166 $ (550) $ 616 $ 1,161 $ (525) $ 636 Amortization expense relating to definite-lived intangibles was $23 million for each of the three months ended March 31, 2023 and 2022, which is included in depreciation and amortization in the consolidated statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued expenses and other current liabilities | (8) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: March 31, December 31, (in $ millions) 2023 2022 Accrued payroll and related costs $ 153 $ 196 Accrued operating expenses 147 147 Client deposits 48 56 Deferred revenue 28 19 Accrued restructuring costs (see note 9) 29 11 Value added and similar taxes payable 10 9 Income tax payable 4 4 Other payables 7 10 Accrued expenses and other current liabilities $ 426 $ 452 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring | |
Restructuring | (9) Restructuring On January 24, 2023, the Company announced changes to its internal operating model and expects to incur total pre-tax restructuring and related charges of approximately $20 million to $25 million during the year ending December 31, 2023 in connection with the costs associated with implementing these changes, substantially all of which represent future cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions are expected to be substantially complete by the end of 2023. The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the three months ended March 31, 2023: (in $ millions) Employee related Facility Total Balance as of December 31, 2022 $ 8 $ 3 $ 11 Accruals 23 — 23 Cash settled (5) — (5) Balance as of March 31, 2023 $ 26 $ 3 $ 29 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Long-term Debt | |
Long-term Debt | (10) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: March 31, December 31, (in $ millions) 2023 2022 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 239 $ 239 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 1,000 Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3) 135 — Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4) — — Other borrowings 2 — 1,376 1,239 Less: Unamortized debt discount and debt issuance costs (21) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,355 1,222 Less: Current portion of long-term debt (4) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,351 $ 1,219 (1) Stated interest rate of LIBOR + 2.50% as of March 31, 2023 and December 31, 2022. (2) Stated interest rate of SOFR + 0.1 % + 6.75% (with a SOFR floor of 1% ) as of March 31, 2023 and LIBOR + 6.50 % (with a LIBOR floor of 1 %) as of December 31, 2022. (3) Stated interest rate of SOFR + 0.1 % + 6.75% (with a SOFR floor of 1 %) as of March 31, 2023. (4) Stated interest rate of SOFR + 0.1 % + 6.25 % (with a SOFR floor of 1 %) as of March 31, 2023 and LIBOR + 2.25 % as of December 31, 2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. On January 25, 2023, the senior secured credit agreement was amended to provide for additional term loans, for general corporate purposes, in an aggregate principal amount equal to $135 million (the “tranche B-4 term loans”). The tranche B-4 term loans have substantially the same terms as the existing loans under the senior secured credit agreement’s tranche B-3 term facility. The tranche B-4 term loans (i) mature on December 16, 2026, (ii) are issued at a discount of approximately 3%, and (iii) are to be repaid in full on the maturity date. The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities. The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the senior secured revolving credit facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A SOFR floor of 1.00% applies to the tranche B-4 term loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility. The amendment also extended the maturity of the senior secured revolving credit facility from August 2023 to September 2026, subject to a springing maturity provision. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. Additionally, the amendment suspended the financial covenant restriction on the draw-down of the revolving credit facility until July 1, 2024, and replaced it with certain other borrowing conditions. Subject to meeting such borrowing conditions, the Company can draw-down the entire $50 million of revolving credit facility. During each of the three months ended March 31, 2023 and 2022, the Company repaid the contractual quarterly installment of $1 million of the principal amount of senior secured initial term loans. At the option of Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on LIBOR/SOFR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT UK TopCo Limited (or a parent entity thereof). The senior secured revolving credit facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $10 million sublimit for letters of credit, and (iii) a $10 million sublimit for swingline borrowings. Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing conditions and to additional conditions during the covenant suspension period provided by the January 2023 amendment described above. The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of both March 31, 2023 and December 31, 2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility. Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the three months ended March 31, 2023 was approximately 11.2%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT JerseyCo, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the senior secured credit facilities and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the consolidated total assets of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties; provided that such coverage test shall instead be calculated based on 70% of Consolidated EBITDA (as defined in the senior secured credit agreement) of the Loan Parties and their subsidiaries for the four prior fiscal quarters, commencing with the first quarterly test date after January 2021 on which Consolidated EBITDA of the Loan Parties and their subsidiaries exceeds $100 million. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties. Covenants The senior secured credit agreement contains various affirmative and negative covenants, including certain financial covenants (see below) and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any equity interests of any direct or indirect parent company or subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates and certain other permitted holders; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; (ix) make certain changes to a Loan Party’s entity classification for U.S. federal income tax purposes or certain intercompany transfers of a Loan Party’s assets if, as a result thereof, an entity would cease to be a Loan Party due to adverse tax consequences; (x) enter into swap contracts; and (xi) enter into certain burdensome agreements. Certain restricted payments and debt incurrences that would otherwise be permitted under the senior secured credit agreement cannot be made during the suspension period implemented pursuant to the January 2023 amendment described above. Any such prohibited payment or incurrence would trigger an automatic reduction to zero of the commitments under the senior secured revolving credit facility for the duration of the suspension period, which would give rise to prepayment and/or cash collateral requirements in respect of then-current utilization of the senior secured revolving credit facility. Additionally, any such payment or incurrence would constitute a violation of the senior secured credit agreement if any revolving loans would be outstanding immediately thereafter. The senior secured credit agreement also requires that an aggregate amount of Liquidity (as defined in the senior secured credit agreement) equal to at least $200 million be maintained as of the end of each calendar month. Liquidity is calculated as the aggregate amount of unrestricted cash and cash equivalents of the Loan Parties and their subsidiaries plus, under certain circumstances, the unused amount available to be drawn under the senior secured revolving credit facility. The senior secured credit agreement also contains an additional financial covenant applicable solely to the senior secured revolving credit facility. After giving effect to the January 2023 amendment described above, such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured credit agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which (a) the suspension period is not in effect and (b) the aggregate principal amount of outstanding loans and letters of credit under the senior secured revolving credit facility exceeds 35% of the aggregate principal amount of the senior secured revolving credit facility. The senior secured credit agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the senior secured credit agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply for the period ended March 31, 2023. As of March 31, 2023, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement. Events of Default The senior secured credit agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the senior secured credit agreement or other enforcement actions customary for facilities of this type. As of March 31, 2023, no event of default existed under the senior secured credit agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | (11) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of March 31, 2023, 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 $85 million relates to the twelve months ending March 31, 2024. These purchase commitments extend through 2031. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $19 million. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as expense when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | (12) Income Taxes As discussed in note 1 – Business Description and Basis of Presentation GBTG’s effective tax rate differs from the U.S. federal statutory tax rate of 21% primarily due to different jurisdictional tax rates in which the Company operates, together with the impact of permanent differences and GBTG’s incremental layer of taxation due to its Up-C structure. For the three months ended March 31, 2023 and 2022, the Company’s income tax benefit was $8 million and $25 million, respectively, and its effective tax rate was 23.88% and 21.74%, respectively. The impact on the effective tax rate of any permanent items and GBTG’s standalone tax position is more significant in the three months ended March 31, 2023 as the pre-tax loss is lower than the three months ended March 31, 2022. The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA is a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently-completed three-year period exceeds $1.0 billion. This provision became effective for the Company from January 1, 2023 and did not have any material impact on the Company’s tax provision. The Company believes the impact of IRA is likely to be minimal for the foreseeable future. |
Earnout Shares
Earnout Shares | 3 Months Ended |
Mar. 31, 2023 | |
Earnout Shares | |
Earnout Shares | (13) Earnout Shares Certain stockholders and employees are entitled to additional consideration in the form of “earnout shares” of the Company’s Class A common stock (and Class B common stock, with equal number of B ordinary shares of GBT JerseyCo, where the earnout shares have been given to certain stockholders) to be issued in tranches when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods following the Business Combination transaction. The earnout shares to stockholders are accounted under Accounting Standard Codification 815, “Derivatives and Hedging” (“ASC 815”). Such guidance provides that because the earnout shares do not meet the criteria for equity treatment thereunder, earnout shares must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the earnout shares liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the earnout shares was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of March 31, 2023 the fair value of the earnout shares liability was estimated to be $87 million. The Company recognized a gain on the fair value change in earnout shares liability of $3 million in its consolidated statement of operations for the three months ended March 31, 2023. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Equity-Based Compensation | |
Equity-Based Compensation | (14) Equity-Based Compensation Management Incentive Plan In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding stock options under the Global Business Travel Group, Inc. Management Incentive Plan for restricted share units (“RSUs”) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as set out in the exchange offer. The exchange offer also required mandatory exercise of in-the-money stock options granted prior to December 1, 2021, by individuals who participated in the exchange offer. The exchange offer expired on January 26, 2023. Pursuant to the terms of exchange offer: • 10,088,754 stock options were cancelled, • 2,699,885 stock options were automatically exercised on a cashless basis and • 4,817,144 RSUs were granted under the 2022 Plan.The RSUs generally vest one -third on each of the first three anniversaries of the grant date, subject to continued employment by the participant through the applicable vesting date and are subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. Simultaneously with the closing of the exchange offer, certain individuals who were ineligible to participate in the exchange offer exercised an aggregate of 2,059,984 stock options and were granted an aggregate amount of 1,344,935 RSUs under the 2022 Plan as approved by the compensation committee. The table below presents the activity of the Company’s stock options for the three months ended March 31, 2023: Weighted Weighted average average remaining Aggregate Number of exercise price contractual intrinsic value stock options stock per option term (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66 Cancelled pursuant to exchange offer (10,088,754) $ 10.36 Exercised (1) (4,906,239) $ 6.12 Balance as of March 31, 2023 21,402,684 $ 7.07 Exercisable as of March 31, 2023 18,746,193 $ 6.61 3.3 $ 8 Expected to vest as of March 31, 2023 2,656,491 $ 10.31 8.3 — (1) 2022 Equity Incentive Plan During the three months ended March 31, 2023, apart from the RSUs granted as part of the stock option exchange offer discussed above, the Company granted 11,825,190 RSUs under the 2022 Plan to certain of its key employees pursuant to the Company’s annual grant program. The RSUs vest one Weighted average grant (in $millions) Number of RSUs date fair value Balance as of December 31, 2022 11,288,745 $ 7.56 Granted 17,987,269 $ 6.63 Forfeited (157,990) $ 7.28 Vested (1) (2,084,239) $ 7.52 Balance as of March 31, 2023 27,033,785 $ 6.95 (1) Employee Stock Purchase Plan (“ESPP”) The ESPP allows eligible employees to purchase shares of the Company’s Class A Common Stock through payroll deductions of up to 15% of their eligible compensation. The offering periods under the ESPP are two six-month offering periods from February 15 through August 14 and August 15 through February 14 of each year. The price of the Company’s Class A Common Stock purchased under the ESPP is 85% of the fair market value of the Company’s Class A Common Stock on the end date of each six-month offering period. As of March 31, 2023, there were 11.1 million shares available for issuance under the ESPP. During the three months ended March 31, 2023, no shares were purchased under the ESPP. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the three months ended March 31, 2023 and 2022 amount to $19 million and $3 million, respectively (net of tax of $14 million and $2 million, respectively), and were included as follows: Three months ended Three month ended (in $ millions) March 31, 2023 March 31, 2022 Cost of revenue (excluding depreciation and amortization) $ 1 $ — Sales and marketing 7 1 Technology and content 3 — General and administrative 8 2 Total $ 19 $ 3 As of March 31, 2023, the Company expects compensation expense related to (i) unvested stock options of approximately $5 million to be recognized over the remaining weighted average period of 1.7 years, (ii) unvested RSUs of approximately $160 million to be recognized over the remaining weighted average period of 2.5 years and (iii) ESPP of $1 million to be recognized over a remaining service period of 4.5 months. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity | |
Shareholders' Equity | (15) Stockholders’ Equity GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 69,498,992 shares are issued and outstanding as of March 31, 2023; (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of March 31, 2023 and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which is issued and outstanding as of March 31, 2023. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which is issued and outstanding as of March 31, 2023, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which is issued and outstanding as of March 31, 2023 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which is issued and outstanding as of March 31, 2023. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 19 - Related Party Transactions Class A Common Stock Voting: Dividend: Liquidation: Other rights: - Related Party Transactions Class B Common Stock Voting: Dividend: Liquidation: distribution to stockholders, up to the par value of such shares of Class B Common Stock, but otherwise are not entitled to receive any assets of GBTG in connection with any such liquidation, dissolution or winding up. Other rights: - Related Party Transactions Exchange Agreement: Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A Common Stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B Common Stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock. Distributions There were no capital distributions to shareholders during the three months ended March 31, 2023 and 2022. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P. (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) which, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Class A Common Stock issued to each of them at the closing of the Business Combination (such shares issued to the Sponsor, the “Sponsor Shares”). The Sponsor and the Insiders are not permitted to transfer their Class A Common Stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing date of the Business Combination and (b) the date upon which the volume-weighted average price (“VWAP”) of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. Further, approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A Common Stock. These shares are accounted for as part of earnout shares discussed above in note 13 – Earnout Shares Class A Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2022 $ (10) $ (1) $ 4 $ (7) Net changes during the period, net of tax benefit $0 9 — (13) (4) Allocated to non-controlling interest (7) — 11 4 Balance as of March 31, 2023 $ (8) $ (1) $ 2 $ (7) 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) Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to (i) actuarial losses and prior service costs (component of net periodic pension benefit (cost)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | (16) Earnings (Loss) Per Share Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and RSUs using the “treasury stock” method, and earnout shares and GBTG’s Class B Common Stock that convert into potential shares of Class A Common Stock, using the “if converted” method, to the extent they are dilutive. The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these unaudited consolidated financial statements as it did not represent equity structure post Business Combination transaction. As discussed in note 13 – Earnout Shares Earnings Per Share As the Company had net loss for the period, approximately 21 million of stock options and 27 million of RSUs have been excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share. GBTG’s Class B Common Stock generally has only nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG). As such, basic earnings (loss) per share of Class B Common Stock have not been presented. However, as these shares can be converted to Class A Common Stock under the provisions of the Exchange Agreement, Class B Common Stock has been included in the calculations of diluted earnings (loss) per share. The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: Three months ended (in $ millions, except share and per share data) March 31, 2023 Numerator – Basic and diluted earnings (loss) per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (2) Add: Net loss attributable to non-controlling interests in subsidiaries (25) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (27) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 60,376,708 Assumed conversion of Class B Common Stock (1) 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 454,825,189 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.03) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.06) |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2023 | |
Derivatives and Hedging | |
Derivatives and Hedging | (17) Derivatives and Hedging Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets. Interest Rate Swap The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. The Company has interest rate risk primarily related to its senior secured term loans under the senior secured credit agreement, which bear interest at a variable rate that is currently based on three-months LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, GBT Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans: Notional Amount (in $ millions) Period Fixed Interest Rate $ 600 (1) March 2023 to March 2025 3.680 % $ 300 (2) March 2023 to March 2027 4.295 % (1) The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800% .The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680% . In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statement of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three months ended March 31, 2023, the Company has reclassified $2 million from accumulated other comprehensive loss and recognized it as a credit to interest expense. (2) In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90% , and pay fixed rate of 4.295% . The above interest rate swap contracts are considered as cash flow hedges with changes in the fair value of the interest rate swaps, net of tax, being recognized in other comprehensive income (loss) and reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings. Earnout Shares As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 13 – Earnout Shares As of March 31, 2023, the number of non-employee earnout shares issued and outstanding million. The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815: Balance sheet (in $millions) Location March 31, 2023 December 31, 2022 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 6 $ 10 Interest rate swaps Other non-current (liabilities) $ (7) — Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 87 $ 90 The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss): Amount of gain/(loss) recognized in Statement of Amount of gain/(loss) recognized in other comprehensive loss operations location statements of operations Three months ended Three months ended March 31 March 31 2023 2022 2023 2022 Derivatives designated as hedging instruments Interest rate swaps $ (11) — NA — — Interest rate swaps reclassed to statement of operations (2) — Interest expense $ 2 — Derivatives not designated as hedging instruments Earnout shares — — Fair value movement on earnout derivative liabilities 3 — $ (13) — $ 5 — During the three months ended March 31, 2023, the Company has reclassified $2 million from accumulated other comprehensive loss and recognized it as a credit to interest expense. The total gain of $8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | (18) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of March 31, 2023, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments— interest rate swaps and non-employee earnout shares. The fair value of the Company’s interest rate swaps has been calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward LIBOR and/or SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of non-employee earnout shares is determined using the Monte Carlo method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: Asset/ (Liability) Fair Value March 31, December 31, (in $ millions) Hierarchy 2023 2022 Interest rate swaps asset Level 2 $ 6 $ 10 Interest rate swaps liability Level 2 (7) — Non-employee earnout shares Level 3 (87) (90) The fair value of earnout shares was estimated using the Monte Carlo method. Inherent in the Monte Carlo method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities: March 31, December 31, 2023 2022 Stock price ($) $ 6.63 $ 6.75 Risk-free interest rate 3.69 % 4.06 % Volatility 45 % 42.5 % Expected term (years) 4.2 4.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 4.15 $ 4.30 Fair value ($) (per earnout share – Tranche 2) $ 3.46 $ 3.58 The following table presents changes in Level 3 financial liabilities measured at fair value during the three months March 31, 2023: Earnout Shares Balance as of December 31, 2022 $ 90 Change in fair value (3) Balance as of March 31, 2023 $ 87 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: Fair March 31, 2023 December 31, 2022 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 224 $ 235 $ 220 Senior secured tranche B-3 term loans Level 3 $ 987 $ 1,017 $ 987 $ 1,017 Senior secured tranche B-4 term loans Level 3 $ 131 $ 137 $ — $ — (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, 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. Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | (19) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $7 million and $5 million for the three months ended March 31, 2023 and 2022, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $6 million and $5 million for the three months ended March 31, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements, which include amounts collected by the Company on behalf of affiliates of Amex Coop, as of March 31, 2023 and December 31, 2022, were $61 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $5 million and $15 million as of March 31, 2023 and December 31, 2021, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022. 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, 2023 and December 31, 2022. License of American Express Marks Effective upon closing of the Business Combination in May 2022, GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a long-term, 11-year Exchange Agreement GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provides a right to the Continuing JerseyCo Owners to exchange their B ordinary shares in GBT JerseyCo for Class A Common Stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. Alternatively, if approved by the “Exchange Committee” (comprising of disinterested and independent board of directors of GBTG), such B ordinary shares can be settled in cash. If the Exchange Committee elects to settle B ordinary shares in cash, the cash must be funded only through issuance of GBTG’s Class A Common Stock. New Shareholders Agreement At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “New Shareholders Agreement”). The New Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A ordinary shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the New Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT JerseyCo to be treated other than as a pass-through entity for U.S. federal income tax purposes. The New Shareholders Agreement specifies the initial composition of the GBTG Board, effective immediately upon the closing and sets out the composition and appointment of the GBTG Board. The New Shareholders Agreement also requires (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for GBTG or its subsidiaries to take certain actions, including: (i) the redemption, cancellation or repayment of any equity securities of GBTG or GBT JerseyCo, other than on a pro rata basis from all shareholders; (ii) dividends or distributions, other than on a pro rata basis; (iii) any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT JerseyCo shares; (iv) amendments to GBT JerseyCo’s organizational documents that relate specifically and solely to rights, priorities and privileges of the B ordinary shares or the C ordinary shares of GBT JerseyCo, as applicable; or (v) any agreement or commitment to do any of the foregoing. Further, the New Shareholders Agreement provides for various provisions for shareholder rights, termination of such rights, cash distributions to satisfy tax liabilities of the GBT JerseyCo’s shareholders, etc. subject to certain terms and conditions as set out in the agreement. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company under the Advisory Services Agreement which was terminated upon the closing of the Business Combination in May 2022. For the three months ended March 31, 2022,the Company accrued fees under this agreement of less than $1 million. As of both March 31, 2023 and December 31, 2022, the Company had $5 million as amounts payable to Certares under this agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year 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 the Company. For the three months ended March 31, 2023 and 2022, the total cost charged to the Company was approximately $8 million and $11 million, respectively, that was included in the Company’s consolidated statements of operations. As of March 31, 2023 and December 31, 2022 the Company had a payable to Expedia Inc. of As of both March 31, 2023 and December 31, 2022, the Company had $15 million payable to Expedia on account of a loss contingency recognized in 2022. In April 2023, the Company settled $3 million of the liability by issuing its Class A Common Stock (see note 20 – Subsequent Events |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | (20) Subsequent Events In April 2023, pursuant to an agreement with Expedia, the Company issued 413,668 Class A Common Stock to Expedia to settle, in part, $3 million of liability for loss contingency accrued in 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Recently Issued Accounting Pronouncements | |
Recently Adopted Accounting Pronouncements | Accounting Pronouncements - Adopted Contracts with Customers Acquired in a Business Combination In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference Rate Reform: Deferral of the Sunset Date of Topic 848 On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt Derivatives and Hedging |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue | Three months ended March 31, (in $ millions) 2023 2022 Travel revenue $ 467 $ 257 Products and professional services revenue 111 93 Total revenue $ 578 $ 350 |
Schedule of accounts receivable, net, contract assets and contract liabilities | Contract Contract liabilities liabilities Accounts Client Deferred receivable, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of March 31, 2023 $ 915 $ 18 $ 28 Balance as of December 31, 2022 $ 752 $ 19 $ 19 (1) Accounts receivable, net, exclude balances not related to contracts with customers. |
Allowances for Expected Credi_2
Allowances for Expected Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Allowances for Expected Credit Losses | |
Schedule of movement in allowance for credit losses applying ASC 326 | (in $ millions) Amount Balance as of December 31, 2022 $ 23 Provision for expected credit losses during the period 6 Write-offs (3) Foreign exchange 1 Balance as of March 31, 2023 $ 27 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | March 31, December 31, (in $ millions) 2023 2022 Prepaid travel expenses $ 100 $ 52 Income tax receivable 25 26 Value added and similar taxes receivables 10 11 Other prepayments and receivables 39 41 Prepaid expenses and other current assets $ 174 $ 130 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net | |
Schedule of property and equipment | March 31, December 31, (in $ millions) 2023 2022 Capitalized software for internal use $ 386 $ 365 Computer equipment 72 71 Leasehold improvements 49 49 Furniture, fixtures and other equipment 6 5 Capital projects in progress 12 5 525 495 Less: accumulated depreciation and amortization (297) (277) Property and equipment, net $ 228 $ 218 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Other Intangible Assets, Net | |
Schedule of changes in goodwill | (in $ millions) Amount Balance as of December 31, 2022 $ 1,188 Currency translation adjustments 10 Balance as of March 31, 2023 $ 1,198 |
Schedule of other intangible assets with definite lives | March 31, 2023 December 31, 2022 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 114 $ (68) $ 46 $ 116 $ (69) $ 47 Business client relationships 795 (259) 536 788 (240) 548 Supplier relationships 253 (220) 33 253 (213) 40 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,166 $ (550) $ 616 $ 1,161 $ (525) $ 636 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, (in $ millions) 2023 2022 Accrued payroll and related costs $ 153 $ 196 Accrued operating expenses 147 147 Client deposits 48 56 Deferred revenue 28 19 Accrued restructuring costs (see note 9) 29 11 Value added and similar taxes payable 10 9 Income tax payable 4 4 Other payables 7 10 Accrued expenses and other current liabilities $ 426 $ 452 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring | |
Schedule of accrued restructuring cost | (in $ millions) Employee related Facility Total Balance as of December 31, 2022 $ 8 $ 3 $ 11 Accruals 23 — 23 Cash settled (5) — (5) Balance as of March 31, 2023 $ 26 $ 3 $ 29 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Long-term Debt | |
Schedule of outstanding amount of long-term debt | March 31, December 31, (in $ millions) 2023 2022 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 239 $ 239 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 1,000 Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3) 135 — Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4) — — Other borrowings 2 — 1,376 1,239 Less: Unamortized debt discount and debt issuance costs (21) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,355 1,222 Less: Current portion of long-term debt (4) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,351 $ 1,219 (1) Stated interest rate of LIBOR + 2.50% as of March 31, 2023 and December 31, 2022. (2) Stated interest rate of SOFR + 0.1 % + 6.75% (with a SOFR floor of 1% ) as of March 31, 2023 and LIBOR + 6.50 % (with a LIBOR floor of 1 %) as of December 31, 2022. (3) Stated interest rate of SOFR + 0.1 % + 6.75% (with a SOFR floor of 1 %) as of March 31, 2023. (4) Stated interest rate of SOFR + 0.1 % + 6.25 % (with a SOFR floor of 1 %) as of March 31, 2023 and LIBOR + 2.25 % as of December 31, 2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity-Based Compensation | |
Schedule of activity of options granted under the Plan | Weighted Weighted average average remaining Aggregate Number of exercise price contractual intrinsic value stock options stock per option term (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66 Cancelled pursuant to exchange offer (10,088,754) $ 10.36 Exercised (1) (4,906,239) $ 6.12 Balance as of March 31, 2023 21,402,684 $ 7.07 Exercisable as of March 31, 2023 18,746,193 $ 6.61 3.3 $ 8 Expected to vest as of March 31, 2023 2,656,491 $ 10.31 8.3 — (1) |
Schedule of activity of RSUs granted under the 2022 Plan | Weighted average grant (in $millions) Number of RSUs date fair value Balance as of December 31, 2022 11,288,745 $ 7.56 Granted 17,987,269 $ 6.63 Forfeited (157,990) $ 7.28 Vested (1) (2,084,239) $ 7.52 Balance as of March 31, 2023 27,033,785 $ 6.95 (1) |
Schedule of equity-based compensation expense recognized in consolidated statements of operations | Three months ended Three month ended (in $ millions) March 31, 2023 March 31, 2022 Cost of revenue (excluding depreciation and amortization) $ 1 $ — Sales and marketing 7 1 Technology and content 3 — General and administrative 8 2 Total $ 19 $ 3 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ (10) $ (1) $ 4 $ (7) Net changes during the period, net of tax benefit $0 9 — (13) (4) Allocated to non-controlling interest (7) — 11 4 Balance as of March 31, 2023 $ (8) $ (1) $ 2 $ (7) 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) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings (Loss) Per Share | |
Schedule of earnings per share basic and diluted | Three months ended (in $ millions, except share and per share data) March 31, 2023 Numerator – Basic and diluted earnings (loss) per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (2) Add: Net loss attributable to non-controlling interests in subsidiaries (25) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (27) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 60,376,708 Assumed conversion of Class B Common Stock (1) 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 454,825,189 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.03) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.06) |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivatives and Hedging | |
Schedule of interest rate swap contracts | Notional Amount (in $ millions) Period Fixed Interest Rate $ 600 (1) March 2023 to March 2025 3.680 % $ 300 (2) March 2023 to March 2027 4.295 % (1) The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800% .The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680% . In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statement of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three months ended March 31, 2023, the Company has reclassified $2 million from accumulated other comprehensive loss and recognized it as a credit to interest expense. (2) In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90% , and pay fixed rate of 4.295% . |
Schedule of balance sheet location and fair value of Company's derivative instruments, on a gross basis, under ASC 815 | Balance sheet (in $millions) Location March 31, 2023 December 31, 2022 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 6 $ 10 Interest rate swaps Other non-current (liabilities) $ (7) — Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 87 $ 90 |
Schedule of impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss) | Amount of gain/(loss) recognized in Statement of Amount of gain/(loss) recognized in other comprehensive loss operations location statements of operations Three months ended Three months ended March 31 March 31 2023 2022 2023 2022 Derivatives designated as hedging instruments Interest rate swaps $ (11) — NA — — Interest rate swaps reclassed to statement of operations (2) — Interest expense $ 2 — Derivatives not designated as hedging instruments Earnout shares — — Fair value movement on earnout derivative liabilities 3 — $ (13) — $ 5 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of gross carrying value and fair value of Company's assets and liabilities measured at fair value on recurring basis | Asset/ (Liability) Fair Value March 31, December 31, (in $ millions) Hierarchy 2023 2022 Interest rate swaps asset Level 2 $ 6 $ 10 Interest rate swaps liability Level 2 (7) — Non-employee earnout shares Level 3 (87) (90) |
Schedule of changes in Level 3 financial liabilities measured at fair value | Earnout Shares Balance as of December 31, 2022 $ 90 Change in fair value (3) Balance as of March 31, 2023 $ 87 |
Schedule of fair values of the Company's outstanding senior secured term loans | Fair March 31, 2023 December 31, 2022 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 224 $ 235 $ 220 Senior secured tranche B-3 term loans Level 3 $ 987 $ 1,017 $ 987 $ 1,017 Senior secured tranche B-4 term loans Level 3 $ 131 $ 137 $ — $ — (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. |
Non-employee Earnout Shares | |
Fair Value Measurements | |
Schedule of assumptions used for initial measurement of equity instruments | March 31, December 31, 2023 2022 Stock price ($) $ 6.63 $ 6.75 Risk-free interest rate 3.69 % 4.06 % Volatility 45 % 42.5 % Expected term (years) 4.2 4.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 4.15 $ 4.30 Fair value ($) (per earnout share – Tranche 2) $ 3.46 $ 3.58 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Description and Basis of Presentation | ||||
Net loss | $ (27) | $ (91) | ||
Cash outflows from operations | (77) | (154) | ||
Salaries And Wages | $ 0 | $ 6 | ||
government grants | 13 | $ 13 | ||
Senior secured credit agreement | ||||
Business Description and Basis of Presentation | ||||
Principal amount | $ 135 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contracts with Customers | ||
Total revenue | $ 578 | $ 350 |
Minimum | ||
Revenue from Contracts with Customers | ||
Invoice payment period | 30 days | |
Maximum | ||
Revenue from Contracts with Customers | ||
Invoice payment period | 60 days | |
Travel revenue | ||
Revenue from Contracts with Customers | ||
Total revenue | $ 467 | 257 |
Products and professional services revenue | ||
Revenue from Contracts with Customers | ||
Total revenue | $ 111 | $ 93 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Accounts receivable, net | $ 915 | $ 752 |
Contract liabilities / Client incentives, net (non-current) | 18 | 19 |
Contract liabilities / Deferred revenue (current) | 28 | $ 19 |
Remaining performance obligations | 11 | |
Revenue recognized | $ 10 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Period for satisfying performance obligations | 9 months |
Allowances for Expected Credi_3
Allowances for Expected Credit Losses (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Allowances for Expected Credit Losses | |
Balance as of December 31, 2022 | $ 23 |
Provision for expected credit losses during the period | 6 |
Write-offs | (3) |
Foreign exchange | 1 |
Balance as of March 31, 2023 | $ 27 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets | ||
Prepaid travel expenses | $ 100 | $ 52 |
Income tax receivable | 25 | 26 |
Value added and similar taxes receivables | 10 | 11 |
Other prepayments and receivables | 39 | 41 |
Prepaid expenses and other current assets | $ 174 | $ 130 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of property and equipment (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property and Equipment, Net | ||
Property and equipment, gross | $ 525 | $ 495 |
Less: accumulated depreciation and amortization | (297) | (277) |
Property and equipment, net | 228 | 218 |
Capitalized software for internal use | ||
Property and Equipment, Net | ||
Property and equipment, gross | 386 | 365 |
Computer equipment | ||
Property and Equipment, Net | ||
Property and equipment, gross | 72 | 71 |
Leasehold improvements | ||
Property and Equipment, Net | ||
Property and equipment, gross | 49 | 49 |
Furniture, fixtures and other equipment | ||
Property and Equipment, Net | ||
Property and equipment, gross | 6 | 5 |
Capital projects in progress | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 12 | $ 5 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property and Equipment, Net | ||
Depreciation and amortization, property and equipment | $ 23 | $ 21 |
Capitalized software for internal use | ||
Property and Equipment, Net | ||
Depreciation and amortization, property and equipment | $ 16 | $ 14 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in goodwill | ||
Beginning balance | $ 1,188 | |
Currency translation adjustments | 10 | |
Ending balance | 1,198 | |
Goodwill impairment loss | 0 | $ 0 |
Accumulated goodwill impairment loss | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Other intangible assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Other intangible assets with definite lives | |||
Cost | $ 1,166 | $ 1,161 | |
Accumulated depreciation | (550) | (525) | |
Net | 616 | 636 | |
Amortization expense | 23 | $ 23 | |
Trademarks/tradenames | |||
Other intangible assets with definite lives | |||
Cost | 114 | 116 | |
Accumulated depreciation | (68) | (69) | |
Net | 46 | 47 | |
Business client relationships | |||
Other intangible assets with definite lives | |||
Cost | 795 | 788 | |
Accumulated depreciation | (259) | (240) | |
Net | 536 | 548 | |
Supplier relationships | |||
Other intangible assets with definite lives | |||
Cost | 253 | 253 | |
Accumulated depreciation | (220) | (213) | |
Net | 33 | 40 | |
Travel partner network | |||
Other intangible assets with definite lives | |||
Cost | 4 | 4 | |
Accumulated depreciation | (3) | (3) | |
Net | $ 1 | $ 1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued payroll and related costs | $ 153 | $ 196 |
Accrued operating expenses | 147 | 147 |
Client deposits | 48 | 56 |
Deferred revenue | 28 | 19 |
Accrued restructuring costs | 29 | 11 |
Value added and similar taxes payable | 10 | 9 |
Income tax payable | 4 | 4 |
Other payables | 7 | 10 |
Accrued expenses and other current liabilities | $ 426 | $ 452 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring | ||
Beginning balance | $ 11 | |
Pre-tax restructuring and related charges | 23 | $ 2 |
Accruals | 23 | |
Cash settled | (5) | |
Ending balance | 29 | |
Minimum | ||
Restructuring | ||
Pre-tax restructuring and related charges | 20 | |
Maximum | ||
Restructuring | ||
Pre-tax restructuring and related charges | 25 | |
Employee related | ||
Restructuring | ||
Beginning balance | 8 | |
Accruals | 23 | |
Cash settled | (5) | |
Ending balance | 26 | |
Facility | ||
Restructuring | ||
Beginning balance | 3 | |
Ending balance | $ 3 |
Long-term Debt - Summary (Detai
Long-term Debt - Summary (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jan. 25, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Long-term Debt | |||
Less: Current portion of long-term debt | $ 4 | $ 3 | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,351 | 1,219 | |
Senior Secured Credit Agreement | |||
Long-term Debt | |||
Long-term debt, gross | 1,376 | 1,239 | |
Less: Unamortized debt discount and debt issuance costs | (21) | (17) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,355 | 1,222 | |
Less: Current portion of long-term debt | 4 | 3 | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,351 | 1,219 | |
Senior Secured Credit Agreement | SOFR | |||
Long-term Debt | |||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured initial term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 239 | $ 239 | |
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | |||
Long-term Debt | |||
Basis spread (in percent) | 2.50% | 2.50% | |
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 1,000 | $ 1,000 | |
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | LIBOR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.50% | ||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | SOFR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.75% | ||
Change in basis spread (in percent) | 0.10% | ||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | |||
Long-term Debt | |||
Basis spread (in percent) | 2.25% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.25% | ||
Change in basis spread (in percent) | 0.10% | ||
Basis floor (percentage) | 1% | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 135 | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | SOFR | |||
Long-term Debt | |||
Basis spread (in percent) | 6.75% | ||
Change in basis spread (in percent) | 0.10% | ||
Basis floor (percentage) | 1% | ||
Other Borrowings | |||
Long-term Debt | |||
Long-term debt, gross | $ 2 |
Long-term Debt - Additional dis
Long-term Debt - Additional disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jan. 25, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Long-term Debt | |||
Unconditional guarantee, Percentage of EBITDA | 70% | ||
Minimum | |||
Long-term Debt | |||
Unconditional guarantee, Percentage of consolidated assets | 70% | ||
Unconditional guarantee, Amount of EBITDA | $ 100 | ||
Senior secured initial term loans | |||
Long-term Debt | |||
Payment of contractual quarterly installment | $ 1 | $ 1 | |
Senior secured revolving credit facility | |||
Long-term Debt | |||
Unused commitment fee (percentage) | 0.375% | ||
Outstanding borrowings | $ 0 | $ 0 | |
Senior secured revolving credit facility | Line of credit, foreign currencies | |||
Long-term Debt | |||
Draw down borrowings | 30 | ||
Senior secured revolving credit facility | Letters of credit | |||
Long-term Debt | |||
Draw down borrowings | 10 | ||
Senior secured revolving credit facility | Swingline borrowings | |||
Long-term Debt | |||
Draw down borrowings | 10 | ||
Senior Secured Credit Agreement | |||
Long-term Debt | |||
Principal amount | $ 135 | ||
Percentage of annual excess cash flow | 50% | ||
Percentage of net cash proceeds from certain asset sales and casualty events | 100% | ||
Percentage of net cash proceeds from the incurrence of certain indebtedness | 100% | ||
Percentage of net cash proceeds from the consummation of any initial public offering | 50% | ||
Effective interest rate | 11.20% | ||
Senior Secured Credit Agreement | Minimum | |||
Long-term Debt | |||
Minimum aggregate amount of Liquidity | $ 200 | ||
Leverage ratio | 1% | ||
Senior Secured Credit Agreement | Maximum | |||
Long-term Debt | |||
Leverage ratio | 3.50% | ||
Senior Secured Credit Agreement | SOFR | |||
Long-term Debt | |||
Floor (in percent) | 1% | ||
Senior Secured Credit Agreement | Letters of credit | Minimum | |||
Long-term Debt | |||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | ||
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 2.50% | 2.50% | |
Senior Secured Credit Agreement | Senior secured revolving credit facility | |||
Long-term Debt | |||
Draw down borrowings | $ 50 | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 2.25% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 6.25% | ||
Floor (in percent) | 1% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | Minimum | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 4.75% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | SOFR | Maximum | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 6.25% | ||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | SOFR | Minimum | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 5.25% | ||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | SOFR | Maximum | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 6.75% | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | |||
Long-term Debt | |||
Principal amount | $ 135 | ||
Percentage of discount | 3% | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | SOFR | |||
Long-term Debt | |||
Applicable margin on interest rate (in percent) | 6.75% | ||
Floor (in percent) | 1% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Commitments and Contingencies | |
Outstanding non-cancellable purchase commitments | $ 206 |
Non-cancellable purchase commitments related to the next twelve months | 85 |
Bank guarantees | $ 19 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Income Taxes | ||
Statutory tax rate | 21% | |
Income tax benefit | $ | $ 8 | $ 25 |
Effective income tax rate | 23.88% | 21.74% |
Number of reportable segments | segment | 1 |
Earnout Shares (Details)
Earnout Shares (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Earnout Shares | |
Initial fair value of the earnout shares liability | $ 87 |
Gain on fair value change in earnout shares liability | $ 3 |
Equity-Based Compensation - Man
Equity-Based Compensation - Management Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jan. 26, 2023 | Mar. 31, 2023 | |
Stock options | ||
Equity-Based Compensation | ||
Granted during the year | 1,344,935 | |
Options exercised | 2,059,984 | |
Number of stock options | ||
Exercised | (2,059,984) | |
Management Incentive Plan | Stock options | ||
Equity-Based Compensation | ||
Number of options cancelled or exercised | 10,088,754 | |
Options exercised | 2,699,885 | 4,906,239 |
Number of stock options | ||
Balance as of December 31, 2022 | 36,397,677 | |
Cancelled pursuant to exchange offer | (10,088,754) | |
Exercised | (2,699,885) | (4,906,239) |
Balance as of March 31, 2023 | 21,402,684 | |
Exercisable as of March 31, 2023 | 18,746,193 | |
Expected to vest as of March 31, 2023 | 2,656,491 | |
Weighted average exercise price stock per option | ||
Balance as of December 31, 2022 | $ 7.66 | |
Cancelled pursuant to exchange offer | 10.36 | |
Exercised | 6.12 | |
Balance as of March 31, 2023 | 7.07 | |
Exercisable as of March 31, 2023 | 6.61 | |
Expected to vest as of March 31, 2023 | $ 10.31 | |
Weighted average remaining contractual term | ||
Exercisable as of March 31, 2023 | 3 years 3 months 18 days | |
Expected to vest as of March 31, 2023 | 8 years 3 months 18 days | |
Aggregate intrinsic value | ||
Exercisable as of March 31, 2023 | $ 8 | |
Number of shares withheld to cover the option costs and taxes | 4,469,741 | |
Payment for employee's tax obligations | $ 2 | |
2022 Plan | RSU | ||
Equity-Based Compensation | ||
Granted during the year | 4,817,144 | 11,825,190 |
Share-based compensation arrangement by share-based payment award anniversaries ratio | 33.33% | |
Aggregate intrinsic value | ||
Number of shares withheld to cover the option costs and taxes | 775,288 | |
Payment for employee's tax obligations | $ 6 |
Equity-Based Compensation - 202
Equity-Based Compensation - 2022 Equity Incentive Plan (Details) - 2022 Plan - RSU - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jan. 26, 2023 | Mar. 31, 2023 | |
Equity-Based Compensation | ||
Awards granted | 4,817,144 | 11,825,190 |
Annual vesting percentage | 33.33% | |
Number of RSUs | ||
Awards granted | 4,817,144 | 11,825,190 |
Weighted average grant date fair value | ||
Number of shares withheld to cover the option costs and taxes | 775,288 | |
Payment for employee's tax obligations | $ 6 | |
Class A common stock | ||
Equity-Based Compensation | ||
Awards granted | 17,987,269 | |
Number of RSUs | ||
Balance as of December 31, 2022 | 11,288,745 | |
Awards granted | 17,987,269 | |
Forfeited | (157,990) | |
Vested | (2,084,239) | |
Balance as of March 31, 2023 | 27,033,785 | |
Weighted average grant date fair value | ||
Balance as of December 31, 2022 | $ 7.56 | |
Granted | 6.63 | |
Forfeited | 7.28 | |
Vested | 7.52 | |
Balance as of March 31, 2023 | $ 6.95 |
Equity-Based Compensation - Emp
Equity-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan - Class A common stock | 3 Months Ended |
Mar. 31, 2023 installment shares | |
Equity-Based Compensation | |
Maximum percentage of deduction in eligible compensation to purchase shares | 15% |
Number of offering periods per year | installment | 2 |
Number of months in offering period | 6 months |
Common stock available for issuance | 11,100,000 |
Shares purchased | 0 |
Percentage of number of all common stock outstanding considered for automatic increase of shares available for purchase under the plan | 85% |
Equity-Based Compensation - sch
Equity-Based Compensation - schedule of Employee Stock Purchase Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Equity-Based Compensation | |||
Equity-based compensation expense after tax | $ 14 | $ 2 | |
Employee Stock Purchase Plan | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 19 | 3 | $ 3 |
Employee Stock Purchase Plan | Cost of revenue (excluding depreciation and amortization) | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 1 | ||
Employee Stock Purchase Plan | Sales and marketing | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 7 | 1 | |
Employee Stock Purchase Plan | Technology and content | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 3 | ||
Employee Stock Purchase Plan | General and administrative | |||
Equity-Based Compensation | |||
Equity-based compensation expense | $ 8 | $ 2 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Stock options | |
Equity-Based Compensation | |
Compensation expense related to unvested GBTG MIP Options to be recognized | $ 5 |
Weighted average period for compensation expense to be recognized | 1 year 8 months 12 days |
RSU | |
Equity-Based Compensation | |
Compensation expense related to unvested RSUs to be recognized | $ 160 |
Weighted average period for compensation expense to be recognized | 2 years 6 months |
Employee Stock Purchase Plan | |
Equity-Based Compensation | |
Weighted average period for compensation expense to be recognized | 4 years 6 months |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Shareholders' Equity | |||
Capital distribution | $ 0 | $ 0 | |
Accrued dividend | $ 5 | ||
Preferred Stock | |||
Shareholders' Equity | |||
Preferred stock par value | $ 0.00001 | ||
Preferred stock , shares authorized | 6,010,000,000 | ||
Preferred stock issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Class A common stock | |||
Shareholders' Equity | |||
Shares, par value | $ 0.0001 | $ 0.0001 | |
Shares authorized | 3,000,000,000 | 3,000,000,000 | |
Shares issued | 69,498,992 | 67,753,543 | |
Shares outstanding | 69,498,992 | 67,753,543 | |
Common stock, voting rights | one vote | ||
Class B common stock | |||
Shareholders' Equity | |||
Shares, par value | $ 0.0001 | $ 0.0001 | |
Shares authorized | 3,000,000,000 | 3,000,000,000 | |
Shares issued | 394,448,481 | 394,448,481 | |
Shares outstanding | 394,448,481 | 394,448,481 | |
Common stock, voting rights | one vote | ||
Stockholders equity note, stock split | one | ||
Class A-1 Preferred Stock | |||
Shareholders' Equity | |||
Preferred stock , shares authorized | 3,000,000,000 | ||
Preferred stock issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Class B-1 Preferred Stock | |||
Shareholders' Equity | |||
Preferred stock , shares authorized | 3,000,000,000 | ||
Preferred stock issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Undesignated Preferred Stock | |||
Shareholders' Equity | |||
Preferred stock , shares authorized | 10,000,000 | ||
Preferred stock issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
GBT JerseyCo | |||
Shareholders' Equity | |||
Issued and outstanding ratio | 1% |
Shareholders' Equity - Related
Shareholders' Equity - Related party transactions (Details) - Sponsor Side Letter shares in Millions | May 27, 2022 $ / shares D shares |
Related Party Transactions | |
Period following the closing, considered for transfer of Class A Common Stock held by Sponsors and Insiders | 1 year |
Minimum VWAP of Class A Common Stock, considered for transfer of stock held | $ / shares | 12 |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares) | shares | 8 |
Sponsor side letter vesting period | 5 years |
If the VWAP of Class A Common Stock is greater than or equal to $12.50 | |
Related Party Transactions | |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 12.50 |
Number of sponsor shares that will vest (in shares) | shares | 5 |
If the VWAP of Class A Common Stock is greater than or equal to $15.00 | |
Related Party Transactions | |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 15 |
Number of sponsor shares that will vest (in shares) | shares | 3 |
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, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Shareholders' Equity | |||
Beginning balance | $ 1,371 | $ 1,334 | $ 1,334 |
Allocated to non-controlling interest | 1,190 | 1,219 | |
Net of tax benefit | 0 | 0 | |
Ending balance | 1,352 | 1,234 | 1,371 |
Currency translation adjustments | |||
Shareholders' Equity | |||
Beginning balance | (10) | (38) | (38) |
Net changes during the period, net of tax benefit | 9 | (16) | |
Allocated to non-controlling interest | (7) | ||
Ending balance | (8) | (54) | (10) |
Defined benefit plan related | |||
Shareholders' Equity | |||
Beginning balance | (1) | (128) | (128) |
Ending balance | (1) | (128) | (1) |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | |||
Shareholders' Equity | |||
Beginning balance | 4 | 4 | 4 |
Net changes during the period, net of tax benefit | (13) | 9 | |
Allocated to non-controlling interest | 11 | ||
Ending balance | 2 | 13 | 4 |
Accumulated other comprehensive loss | |||
Shareholders' Equity | |||
Beginning balance | (7) | (162) | (162) |
Net changes during the period, net of tax benefit | (4) | (7) | |
Allocated to non-controlling interest | 4 | ||
Ending balance | $ (7) | $ (169) | $ (7) |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2023 shares | |
Earnings (Loss) Per Share | |
Earnout shares subject to forfeiture if achievement of stock prices are not met | 15 |
Stock options | |
Earnings (Loss) Per Share | |
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share | 21 |
RSU | |
Earnings (Loss) Per Share | |
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share | 27 |
Earnings (Loss) Per Share- Basi
Earnings (Loss) Per Share- Basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator - Basic and diluted earnings (loss) per share: | ||
Net loss attributable to the Company's Class A common stockholders (A) | $ (2) | |
Add: Net loss attributable to non-controlling interests in subsidiaries | (25) | $ (91) |
Net loss attributable to the Company's Class A common stockholders - Diluted (B) | $ (27) | $ (91) |
Denominator - Basic and diluted weighted average number of shares outstanding: | ||
Weighted average number of Class A Common Stock outstanding - Basic (C) | 60,376,708 | |
Assumed conversion of Class B Common Stock | 394,448,481 | |
Weighted average number of Class A Common Stock outstanding - Diluted (D) | 454,825,189 | |
Basic loss per share attributable to the Company's Class A common stockholders: (A) / (C) | $ (0.03) | |
Diluted loss per share attributable to the Company's Class A common stockholders: (B) / (D) | $ (0.06) |
Derivatives and Hedging - Warra
Derivatives and Hedging - Warrants and Earnout Shares (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnout shares | ||
Derivatives and Hedging | ||
Number of shares issued | 15 | |
Number of shares outstanding | 15 | |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | $ (7) | |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current assets | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | 6 | $ 10 |
Derivatives not designated as hedging instruments | Earnout shares | Earnouts and warrants derivative liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives liabilities | $ 87 | $ 90 |
Derivatives and Hedging - Impac
Derivatives and Hedging - Impact of changes in fair value (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Derivatives and Hedging | |
Amount of gain/(loss) recognized in other comprehensive loss | $ (13) |
Amount of gain/(loss) recognized in statements of operations | $ 5 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest |
Amount reclassified from accumulated other comprehensive loss | $ 2 |
Total net gain on the interest rate swap contract is expected to be reclassified | 8 |
Interest rate swaps | |
Derivatives and Hedging | |
Amount reclassified from accumulated other comprehensive loss | 2 |
Derivatives designated as hedging instruments | |
Derivatives and Hedging | |
Amount of gain/(loss) recognized in other comprehensive loss | (2) |
Amount of gain/(loss) recognized in statements of operations | $ 2 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Interest Expense |
Derivatives designated as hedging instruments | Interest rate swaps | |
Derivatives and Hedging | |
Amount of gain/(loss) recognized in other comprehensive loss | $ (11) |
Derivatives not designated as hedging instruments | Earnout shares | |
Derivatives and Hedging | |
Amount of gain/(loss) recognized in statements of operations | $ 3 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnout derivative liabilities |
Derivatives and Hedging - Inter
Derivatives and Hedging - Interest Rate Swap (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2022 | Feb. 28, 2023 | |
Derivatives and Hedging | |||
Amount reclassified from accumulated other comprehensive loss | $ 2 | ||
Interest Rate Swap | |||
Derivatives and Hedging | |||
Notional amount | 600 | $ 600 | $ 300 |
Derivative fixed Interest rate | 4.295% | ||
Derivative variable Interest rate | 0.90% | ||
Amount reclassified from accumulated other comprehensive loss | $ 2 | ||
Interest Rate Swap | Maximum | |||
Derivatives and Hedging | |||
Derivative fixed Interest rate | 3.68% | ||
Interest Rate Swap | Minimum | |||
Derivatives and Hedging | |||
Derivative fixed Interest rate | 3.6856% | ||
Interest Rate Swap | $600 million expiring on 2025 | |||
Derivatives and Hedging | |||
Notional amount | $ 600 | ||
Derivative fixed Interest rate | 3.68% | ||
Interest Rate Swap | $300 million expiring on 2027 | |||
Derivatives and Hedging | |||
Notional amount | $ 300 | ||
Derivative fixed Interest rate | 4.295% | ||
Interest Rate Swap | Three-month LIBOR | |||
Derivatives and Hedging | |||
Derivative variable Interest rate | 3.68% | ||
Cash realization on interest rate swap agreement termination | $ 23 |
Fair Value Measurements - Gross
Fair Value Measurements - Gross carrying value and fair value of assets and liabilities measured at a fair value on a recurring basis (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Level 2 | Interest rate swaps | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative assets | $ 6 | $ 10 |
Gross carrying value and fair value of derivative liabilities | (7) | |
Level 3 | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative liabilities | $ (87) | $ (90) |
Fair Value Measurements - Initi
Fair Value Measurements - Initial measurement of the Earnout Shares (Details) - Non-employee Earnout Shares | Mar. 31, 2023 $ / shares Y | Dec. 31, 2022 $ / shares Y |
Tranche 1 | ||
Fair Value Measurements | ||
Fair value per shares | $ 4.15 | $ 4.30 |
Tranche 2 | ||
Fair Value Measurements | ||
Fair value per shares | $ 3.46 | $ 3.58 |
Stock price | ||
Fair Value Measurements | ||
Fair value measurement input | 6.63 | 6.75 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0369 | 0.0406 |
Volatility | ||
Fair Value Measurements | ||
Fair value measurement input | 0.45 | 0.425 |
Expected term (years) | ||
Fair Value Measurements | ||
Fair value measurement input | Y | 4.2 | 4.4 |
Expected dividends | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 financial liabilities (Details) - Non-employee Earnout Shares - Level 3 $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Measurements | |
Balance at the beginning | $ 90 |
Change in fair value | (3) |
Balance at the end | $ 87 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Level 2 | Senior secured initial term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 235 | $ 235 |
Level 2 | Senior secured initial term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 224 | 220 |
Level 3 | Senior secured tranche B-3 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 987 | 987 |
Level 3 | Senior secured tranche B-3 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 1,017 | $ 1,017 |
Level 3 | Senior secured tranche B-4 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 131 | |
Level 3 | Senior secured tranche B-4 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 137 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 30, 2023 | Dec. 31, 2021 | |
Related Party Transactions | |||||
Amounts payable to affiliates | $ 85 | $ 48 | |||
Amounts receivable from affiliates | 28 | 36 | |||
Class A common stock | |||||
Related Party Transactions | |||||
Value of shares issued for loss contingency | $ 3 | ||||
Advisory Services Agreement | |||||
Related Party Transactions | |||||
Advisory services fees | 1 | ||||
Amounts payable to affiliates | 5 | 5 | |||
Commercial Agreements | |||||
Related Party Transactions | |||||
Advisory services fees | 7 | $ 5 | |||
Amounts payable to affiliates | 61 | 24 | |||
Revenue from affiliates | 6 | 5 | |||
Amounts receivable from affiliates | $ 5 | $ 15 | |||
License of American Express Marks | |||||
Related Party Transactions | |||||
Term of agreement | 11 years | ||||
Commercial and Operating Agreements with Expedia | |||||
Related Party Transactions | |||||
Revenue from affiliates | $ 38 | 19 | |||
Amounts receivable from affiliates | $ 19 | 18 | |||
Term of agreement | 10 years | ||||
Transition Services Agreement with Expedia, Inc | |||||
Related Party Transactions | |||||
Advisory services fees | $ 8 | $ 11 | |||
Amounts payable to affiliates | 7 | 8 | |||
Amount of net receivable (payable) | 4 | 4 | |||
Loss contingency | 15 | $ 15 | |||
Certain tax indemnity and other agreements | |||||
Related Party Transactions | |||||
Amounts payable to affiliates | $ 2 |
Subsequent Events (Details)
Subsequent Events (Details) - Class A common stock $ in Millions | 1 Months Ended |
Apr. 30, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Value of shares issued for loss contingency | $ 3 |
Subsequent Events | |
Subsequent Event [Line Items] | |
Value of shares issued for loss contingency | $ 3 |
Subsequent Events | Commercial and Operating Agreements with Expedia [Member] | |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 413,668 |