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| 8-K - FORM 8-K - TripAdvisor, Inc. | d282766d8k.htm |
 Supplemental
Financial Information (NASDAQ: TRIP)
Exhibit 99.1 |
 Introduction
As
previously
disclosed,
following
the
close
of
trading
on
the
Nasdaq
Stock
Market
on
December
20, 2011, Expedia, Inc. (“Expedia”), a Delaware corporation, completed the
spin-off (the “Spin-Off”) of TripAdvisor, Inc., a Delaware
corporation (“TripAdvisor”) to Expedia stockholders. TripAdvisor
consists of the domestic and international operations previously associated
with Expedia’s TripAdvisor Media Group and is now a separately traded public
company, trading under the symbol “TRIP”
on The Nasdaq Global Select Market.
The supplemental historical financial information that follows presents certain
historical financial metrics
for
TripAdvisor
as
a
standalone
public
company
for
the
fiscal
years
ended
2008,
2009,
2010 and the interim periods of 2010 and 2011 through September 30, 2011.
Information contained in this document should be read in conjunction with, and
as a supplement to, the information contained in the Registration Statement on
Form S-4 (File No. 333-175828-1), as was declared effective by the
Securities and Exchange Commission (“SEC”) on November 1, 2011,
including, but not limited to “Management’s Discussion and Analysis of
Results of Operations and Financial Condition”, “Risk
Factors” and the financial statements and notes thereto.
TripAdvisor makes reference to non-GAAP financial measures, and includes
information regarding such measures, in the supplemental historical financial
information. Reconciliations to GAAP measures of non-GAAP measures
set forth in this presentation are included in the Appendices.
These measures are intended to supplement, not substitute for, comparable
GAAP measures.
Investors are urged to consider carefully the comparable GAAP measures
and reconciliations.
Trademarks and logos are the property of their respective owners.
©
2012 TripAdvisor, Inc. All rights reserved.
1 |
 Historical
Financial Information – TripAdvisor Standalone
(in thousands)
FY 2008
FY 2009
Q1
Q2
Q3
Q4
FY 2010
Q1
Q2
Q3
Revenue
200,578
$
212,375
$
71,501
$
82,422
$
89,761
$
69,841
$
313,525
$
95,278
$
110,043
$
120,384
$
Related-party revenue from Expedia
97,668
139,714
42,081
42,987
49,558
36,484
171,110
53,944
59,199
60,417
Total Revenue
298,246
352,089
113,582
125,409
139,319
106,325
484,635
149,222
169,242
180,801
year-over-year growth
18%
38%
31%
35%
30%
GAAP Cost of Revenue
2,414
4,569
1,547
1,735
2,056
2,007
7,345
2,231
2,735
3,227
% of total revenue
1%
1%
1%
1%
1%
2%
2%
1%
2%
2%
GAAP Selling and marketing
98,291
105,679
30,921
31,392
42,446
35,711
140,470
44,195
52,685
60,349
Stock based compensation
1,669
1,885
655
434
506
506
2,101
805
589
568
Non-GAAP Selling and marketing
96,622
103,794
30,266
30,958
41,940
35,205
138,369
43,390
52,096
59,781
% of total revenue
32%
29%
27%
25%
30%
33%
29%
29%
31%
33%
GAAP Technology and content
30,240
37,074
11,572
13,015
13,535
15,545
53,667
16,379
17,058
18,406
Depreciation
4,193
7,743
2,134
2,446
2,737
3,034
10,351
3,290
3,679
3,658
Stock based compensation
2,784
2,276
777
601
641
642
2,661
888
639
750
Non-GAAP Technology and content
23,263
27,055
8,661
9,968
10,157
11,869
40,655
12,201
12,740
13,998
% of total revenue
8%
8%
8%
8%
7%
11%
8%
8%
8%
8%
GAAP General and adminstrative
22,937
15,873
4,732
8,851
10,130
10,631
34,344
9,006
8,779
10,166
Related-party
shared
services
fee
(1)
8,320
6,910
1,975
1,975
1,975
1,975
7,900
1,980
1,980
1,980
Depreciation
829
1,587
455
643
688
734
2,520
812
835
972
Stock based compensation
1,107
1,744
735
519
583
584
2,421
781
740
719
Non-GAAP General and adminstrative
29,321
19,452
5,517
9,664
10,834
11,288
37,303
9,393
9,184
10,455
% of total revenue
10%
6%
5%
8%
8%
11%
8%
6%
5%
6%
Amortization of Intangibles
11,161
13,806
3,378
2,864
2,577
5,790
14,609
2,117
1,132
2,394
% of total revenue
4%
4%
3%
2%
2%
5%
3%
1%
1%
1%
Other operating expense (Spin-off costs)
-
-
-
-
-
-
-
-
1,054
2,211
Total costs and expenses
173,363
183,911
54,125
59,832
72,719
71,659
258,335
75,908
85,423
98,733
GAAP Operating income
124,883
168,178
59,457
65,577
66,600
34,666
226,300
73,314
83,819
82,068
Other income (expense):
Related-party interest income (expense), net
(4,035)
(978)
(78)
(70)
(56)
(37)
(241)
98
217
212
Other, net
(1,738)
(660)
(1,315)
(1,359)
1,634
(604)
(1,644)
965
457
(2,802)
Total other income (expense), net
(5,773)
(1,638)
(1,393)
(1,429)
1,578
(641)
(1,885)
1,063
674
(2,590)
Income before income taxes
119,110
166,540
58,064
64,148
68,178
34,025
224,415
74,377
84,493
79,478
Provision for income taxes
46,788
64,325
20,650
24,073
25,239
15,499
85,461
27,006
30,383
25,185
GAAP Net income
72,322
102,215
37,414
40,075
42,939
18,526
138,954
47,371
54,110
54,293
GAAP Net (income) loss attributable to noncontrolling interests
49
212
(41)
(13)
(27)
(97)
(178)
(93)
(46)
21
GAAP Net income attributable to TripAdvisor, Inc
72,371
102,427
37,373
40,062
42,912
18,429
138,776
47,278
54,064
54,314
OIBA
(2)
141,604
187,889
65,002
69,995
70,907
42,188
248,092
77,905
87,973
88,709
Adjusted EBITDA
(3)
146,626
197,219
67,591
73,084
74,332
45,956
260,963
82,007
92,487
93,339
% of total revenue
49%
56%
60%
58%
53%
43%
54%
55%
55%
52%
year-over-year growth
35%
32%
21%
27%
26%
Cash flow from operations
110,726
125,738
46,566
44,232
57,395
48,722
196,915
53,316
60,555
77,854
Capital
Expenditures
(4)
17,871
13,873
4,053
5,532
4,398
4,830
18,813
4,993
5,431
5,604
2011
2010
33%
39%
44%
35%
2 |
 (1)
General and Administrative expense includes related-party shared services fee previously
reported as a separate line item in our combined statement of operations on our Form
S-4 filed on November 1, 2011. (2)
Our primary operating metric prior to the Spin-Off for evaluating operating performance
was Operating Income Before Amortization (“OIBA”), as reported on our Form
S-4 filed on November 1, 2011. OIBA is defined as Operating income plus: (1)
amortization of intangible assets and any related impairment; (2) stock-based compensation expense; and (3)
non-recurring expenses incurred to effect the Spin-Off during the nine months ended
September 30, 2011. This
operating metric is no longer being used by our management to measure operating performance
and is only being shown above to illustrate the financial impact as we convert to a
new operating metric post Spin-Off. (3)
Adjusted EBITDA is defined as operating income plus: (1) depreciation of property and
equipment, including internal use software and website development; (2)
amortization of intangible assets; (3) stock-based compensation; and (4)
non-recurring expenses incurred to effect the Spin-Off during the nine months ended
September 30, 2011. (4)
Includes internal-use software and website development.
3 |
 Revenue
Information 4
2010
(in millions)
FY 2008
FY 2009
Q1
Q2
Q3
Q4
FY 2010
Q1
Q2
Q3
Revenue by geographic region
United States
245
$
247
$
75
$
80
$
80
$
63
$
298
$
85
$
94
$
97
$
United Kingdom
23
42
16
16
23
15
70
$
25
27
28
All other countries
30
63
23
29
37
28
117
$
39
48
56
Total Revenue
298
$
352
$
114
$
125
$
140
$
106
$
485
$
149
$
169
$
181
$
Revenue by product
Click-based advertising
258
$
302
$
88
$
100
$
115
$
81
$
384
120
$
134
$
146
$
Display-based advertising
39
49
16
19
19
18
72
19
23
21
Subscription and other
1
1
10
6
6
7
29
10
12
14
Total Revenue
298
$
352
$
114
$
125
$
140
$
106
$
485
$
149
$
169
$
181
$
2010
2011 |
 APPENDIX
5 |
 Appendix A:
Non-GAAP / GAAP Reconciliations Definitions of Non-GAAP Measures
TripAdvisor,
Inc.
reports
Adjusted
EBITDA,
which
is
a
supplemental
measure
to
GAAP
and
is
defined
by
the
SEC
as
a
non-GAAP
financial
measure.
This
measure
is
the
primary
metric
by
which
management
evaluates
the
performance
of
the
business
and
on
which
internal
budgets
are
based.
Management
believes
that
investors
should
have
access
to
the
same
set
of
tools
that
management
uses
to
analyze
our
results.
This
non-GAAP
measure
should
be
considered
in
addition
to
results
prepared
in
accordance
with
GAAP,
but
should
not
be
considered
a
substitute
for
or
superior
to
GAAP.
We
endeavor
to
compensate
for
the
limitation
of
the
non-GAAP
measures
presented
by
also
providing
the
most
directly
comparable
GAAP
measures
and
descriptions
of
the
reconciling
items
and
adjustments
to
derive
the
non-GAAP
measures.
Our
primary
non-GAAP
financial
measure
used
by
management
prior
to
the
Spin-Off
for
evaluating
operating
performance
was
Operating
Income
Before
Amortization
(“OIBA”),
as
reported
on
our
Form
S-4
filed
on
November
1,
2011.
Amortization
of
intangible
assets
and
any
related
impairment,
as
well
as
stock-
based
compensation
expense
and
other
items
were
excluded
from
OIBA.
This
non-GAAP
financial
measure
is
no
longer
being
used
by
our
management
to
measure
operating
performance
and
is
only
being
shown
to
illustrate
the
financial
impact
as
we
convert
to
a
new
operating
metric
post
Spin-Off.
Adjusted
EBITDA
is
defined
as
operating
income
plus:
(1)
depreciation
of
property
and
equipment,
including
internal
use
software
and
website
development;
(2)
amortization
of
intangible
assets;
(3)
stock-based
compensation;
and
(4)
non-recurring
expenses
incurred
to
effect
the
Spin-Off
during
the
nine
months
ended
September
30,
2011.
The
above
items
are
excluded
from
our
Adjusted
EBITDA
measure
because
these
items
are
noncash
in
nature,
or
because
the
amount
and
timing
of
these
items
is
either unpredictable,
or not
driven
by
core
operating
results
and
renders
comparisons
with
prior
periods and
competitors
less
meaningful.
We
believe
Adjusted
EBITDA
is
a
useful
measure
for
analysts
and
investors
to
evaluate
our
future on-going
performance
as
this
measure
allows
a
more
meaningful
comparison
of
our
projected
cash
earnings
and
performance with
our
historical
results
from
prior
periods
and
to
the
results
of
our
competitors.
Moreover,
our
management
uses
this
measure internally
to
evaluate
the
performance
of
our
business
as
a
whole.
In
addition,
we
believe
that
by
excluding
certain
items,
such
as stock-based
compensation
and
non-recurring
expenses,
Adjusted
EBITDA
corresponds
more
closely
to
the
cash
operating
income generated
from
our
business
and
allows
investors
to
gain
an
understanding
of
the
factors
and
trends
affecting
the
ongoing
cash earnings
capabilities
of
our
business,
from
which
capital
investments
are
made
and
debt
is
serviced.
Adjusted
EBITDA
has
certain limitations
in
that
it
does
not
take
into
account
the
impact
of
certain
expenses
to
our
consolidated
statements
of
operations.
We endeavor
to
compensate
for
the
limitation
of
the
non-GAAP
measures
presented
by
also
providing
the
comparable
GAAP measure,
GAAP
financial
statements,
and
descriptions
of
the
reconciling
items
and
adjustments,
to
derive
the
non-GAAP
measure. However,
Adjusted
EBITDA
should
be
considered
in
addition
to
results
prepared
in
accordance
with
GAAP,
but
should
not
be considered
as
a
substitute
for,
or
superior
to,
GAAP
measures.
We
present
a
reconciliation
of
this
non-
GAAP
financial
measure
to GAAP below
6 |
 Appendix B:
Adjusted EBITDA and OIBA Reconciliation (in thousands)
FY 2008
FY 2009
Q1
Q2
Q3
Q4
FY 2010
Q1
Q2
Q3
Adjusted EBITDA(1)
146,626
$
197,219
$
67,591
$
73,084
$
74,332
$
45,956
$
260,963
$
82,007
$
92,487
$
93,339
$
Depreciation (2)
5,022
9,330
2,589
3,089
3,425
3,768
12,871
4,102
4,514
4,630
OIBA (3)
141,604
$
187,889
$
65,002
$
69,995
$
70,907
$
42,188
$
248,092
$
77,905
$
87,973
$
88,709
$
Amortization of intangible assets
11,161
13,806
3,378
2,864
2,577
5,790
14,609
2,117
1,132
2,394
Stock-based compensation
5,560
5,905
2,167
1,554
1,730
1,732
7,183
2,474
1,968
2,036
Spin-off costs
-
-
-
-
-
-
-
-
1,054
2,211
GAAP Operating Income
124,883
$
168,178
$
59,457
$
65,577
$
66,600
$
34,666
$
226,300
$
73,314
$
83,819
$
82,068
$
Related-party interest income (expense), net
(4,035)
(978)
(78)
(70)
(56)
(37)
(241)
98
217
212
Other, net
(1,738)
(660)
(1,315)
(1,359)
1,634
(604)
(1,644)
965
457
(2,802)
Income before income taxes
119,110
166,540
58,064
64,148
68,178
34,025
224,415
74,377
84,493
79,478
Provision for income taxes
46,788
64,325
20,650
24,073
25,239
15,499
85,461
27,006
30,383
25,185
GAAP Net income
72,322
102,215
37,414
40,075
42,939
18,526
138,954
47,371
54,110
54,293
GAAP Net (income) loss attributable to noncontrolling interest
49
212
(41)
(13)
(27)
(97)
(178)
(93)
(46)
21
GAAP Net income attributable to TripAdvisor, Inc.
72,371
$
102,427
$
37,373
$
40,062
$
42,912
$
18,429
$
138,776
$
47,278
$
54,064
$
54,314
$
(1) Adjusted EBITDA is defined as operating income plus: (1) depreciation of property and
equipment, including internal use software and website development; (2) amortization of
intangible assets; (3) stock-based compensation; and (4) non-recurring expenses
incurred to effect the Spin-Off during the nine months ended September 30, 2011. (2)
Includes internal use software and website development. (3) Our primary operating metric
prior to the Spin-Off for evaluating operating performance was Operating Income Before Amortization (“OIBA”), as reported on our Form S-4 filed on November 1, 2011.
OIBA is defined as Operating income plus: (1) amortization of intangible assets and any related
impairment; (2) stock-based compensation expense; and (3) non-recurring expenses incurred to effect
the Spin-Off during the nine months ended September 30, 2011. This operating metric is no
longer being used by our management to measure operating performance and is only being shown above to
illustrate the financial impact as we convert to a new operating metric post Spin-Off.
2010
2011
7 |